<PAGE>
As filed with the Securities and Exchange Commission on June 29, 1999
Registration No. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
_____________
PUBLIC SERVICE COMPANY OF COLORADO
(Exact name of registrant as specified in the charter)
Colorado
(State or other jurisdiction of incorporation or
organization)
84-0296600
(I.R.S. Employer Identification No.)
1225 17th Street, Denver, CO 80202-5533, (303) 571-7511
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
_____________
Brian P. Jackson
Senior Vice President, Chief Financial Officer and Treasurer
Public Service Company of Colorado
1225 17th Street, Denver, CO 80202-5533, (303) 571-7511
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
_____________
Copies to:
Susan A. Marshall, Esq. Gary W. Wolf, Esq.
LeBoeuf, Lamb, Greene & MacRae L.L.P. Cahill Gordon & Reindel
125 West 55th Street 80 Pine Street
New York, NY 10019-5389 New York, NY 10005-1702
(212) 424-8000 (212) 701-3000
_____________
Approximate date of commencement of proposed sale to the public: At such
time or times after the effective date of this registration statement as the
registrant shall determine based on market conditions and other factors.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.[_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.[_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.[_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.[_]
_____________
Calculation of Registration Fee
<TABLE>
<CAPTION>
=============================================================================================================
Proposed maximum Proposed maximum
Title of each class of Amount to be offering aggregate offering Amount of
securities to be registered registered price per unit (1)(2) price (1)(2) registration fee
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Senior Debt Securities $500,000,000 100% $500,000,000 $139,000
=============================================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(o) under the Securities Act. The aggregate public offering price
of the Senior Debt Securities registered hereby will not exceed
$500,000,000.
(2) Exclusive of accrued interest, if any.
_____________
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act, or until the registration statement shall become effective on
such date as the Securities and Exchange Commission, acting pursuant to Section
8(a), may determine.
================================================================================
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. We may +
+not sell these securuties until the registration statement filed with the +
+Securities and Exchange Commission is effective. This prospectus is not an +
+offer to sell these securities and it is not soliciting an offer to buy these +
+securities in any state where the offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED JUNE 29, 1999
PROSPECTUS
$500,000,000
[PSCO LOGO]
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 , 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;
. consummation of the proposed merger between NCE and Northern States
Power Company; and
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. 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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<PAGE>
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 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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<PAGE>
. 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
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<PAGE>
substantially 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
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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 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.
-11-
<PAGE>
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 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
-12-
<PAGE>
be modified or amended without the consent of the holder of each outstanding
Senior Debt Securities of that series affected (See Section 513.)
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
-13-
<PAGE>
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 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.
-14-
<PAGE>
We may enter into agreements with underwriters and agents who participate
in the distribution of the securities pursuant to which they nay be entitled to
indemnification by us against certain liabilities, including liabilities under
the Securities Act.
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.
-15-
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee .................. $139,000
Blue Sky Fees......................................................... 15,000*
*Accountants' Fees and Expenses....................................... 30,000*
*Counsel's Fees and Expenses.......................................... 150,000*
*Trustees' Fees and Expenses, including Counsel and
Authentication Fees................................................ 40,000*
*Printing of Registration Statement, Prospectus, Prospectus
Supplements, Supplemental Indentures, etc.......................... 40,000*
*Rating Agencies' Fees................................................ 200,000*
*Miscellaneous........................................................ 100,000*
-------
*Total Expenses....................................................... $714,000*
</TABLE>
________________
*Estimated
Item 15. Indemnification of Directors and Officers.
Sections 7-108-402, 7-109-102, 7-109-103, 7-109-104, 7-109-105, 7-109-106,
7-109-107, 7-109-108, 7-109-109 and 7-109-110 of the Colorado Business
Corporation Act provide for indemnification of directors, officers, employees,
fiduciaries and agents of Colorado corporations such as the Registrant, subject
to certain limitations, and authorize such corporations to purchase and maintain
insurance on behalf of such persons against any liability incurred in any such
capacity or arising out of their status as such. The registrant currently has
such insurance in effect.
A resolution adopted at a special meeting of stockholders of the registrant
held in November, 1943, provides: "That each Director and Officer of the Company
(or his legal representative) shall be indemnified by the Company against all
claims, liabilities, expenses and costs imposed upon or reasonably incurred by
him in connection with any action, suit or proceeding, or the settlement or
compromise of any such claim, liability, action, suit or proceeding (other than
amounts paid to the Company itself), in which he may be involved by reason of
his being or having been such Director or Officer of the Company, except in
relation to matters as to which he shall be finally adjudged in any such action,
suit or proceeding to have been derelict in the performance of his duties as
such Director or Officer, provided, however, in respect to any such settlement
or compromise that it shall have been determined, by a majority of the Directors
of the Company not affected by self interest, that such settlement or compromise
should be made, and that such Director or Officer had not been derelict in the
performance of his official duties; and provided further that the foregoing
indemnity shall not extend to or cover any claims, liabilities, action, suit or
proceeding under the Securities Act or any costs or expenses in connection
therewith unless the Director or Officer of the Company involved shall be
finally adjudged in such action, suit or proceeding to have been subject to no
liability under said
II-1
<PAGE>
Act, or in case of settlement or compromise, unless the Company shall have
obtained an opinion of independent counsel to the effect that he is not liable
under said Act. The foregoing right of indemnification shall not be exclusive of
any other right or rights to which such Director or Officer may be entitled as a
matter of law."
Paragraph 7 of the registrant's Restated Articles of Incorporation, as
amended, provides: "A director of the Corporation shall not be personally liable
to the Corporation or its shareholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Corporation or to its shareholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for a breach of Colorado Revised Statutes
Section 7-108-403,or (iv) for any transaction from which the director directly
or indirectly derived an improper personal benefit."
To the maximum extent permitted by law, we shall indemnify any person who
is or was our director, officer, agent, fiduciary or employee against any claim,
liability, loss or expense arising against or incurred by such person as a
result of circumstances, events, actions and omissions occurring in such
capacity. We further shall have the authority to maintain insurance at our
expense providing for such indemnification, including insurance with respect to
claims, liabilities, losses and expenses against which we would not otherwise
have the power to indemnify such persons.
Item 16. Exhibits.
Exhibits are listed in the Exhibit Index on page II-6 hereof.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the SEC pursuant to Rule 424 (b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in the
effective registration statement; and
II-2
<PAGE>
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15 (d) of the Exchange Act that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(5) That, for purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(6) That, for the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(7) To file an application for the purpose of determining the eligibility
of the trustee to act under subsection (a) of Section 310 of the Trust Indenture
Act in accordance with the rules and regulations prescribed by the Commission
under Section 305(b)(2) of the Act.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions under Item 15 above, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such
II-3
<PAGE>
director, officer, or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-4
<PAGE>
POWER OF ATTORNEY
Each director and/or officer of the registrant whose signature appears
below hereby appoints Wayne H. Brunetti and R. C. Kelly and each of them
severally, as his or her attorneys-in-fact to sign in his or her name and on his
or her behalf, in any and all capacities stated below, and to file with the
Securities and Exchange Commission, any and all amendments, including post-
effective amendments, to this registration statement.
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing Form S-3 and has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City and County of Denver and the State of Colorado, on the 28th day of June,
1999.
PUBLIC SERVICE COMPANY OF COLORADO
By:/s/ Brian P. Jackson
-----------------------------------------
Brian P. Jackson, Senior Vice President,
Chief Financial Officer and Treasurer
Pursuant to the requirements of the Securities Act, this registration
statement has been signed below by the following persons in the capacities and
on the date indicated:
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Bill D. Helton
- -----------------------------------------
Bill D. Helton, Chairman of the Board Director June 28, 1999
/s/ Wayne H. Brunetti
- -----------------------------------------
Wayne H. Brunetti, President and Chief Principal Executive Officer June 28, 1999
Executive Officer and Vice Chairman
of the Board
/s/ Brian P. Jackson
- -----------------------------------------
Brian P. Jackson, Senior Vice President Principal Financial Officer June 28, 1999
and Chief Financial Officer and Treasurer
/s/ Teresa S. Madden
- -----------------------------------------
Teresa S. Madden, Controller Principal Accounting Officer June 28, 1999
/s/ R.C. Kelly
- -----------------------------------------
R.C. Kelly, Executive Vice President Director June 28, 1999
and Director
</TABLE>
II-5
<PAGE>
/s/ Henry H. Hamilton
- -------------------------------------------
Henry H. Hamilton, Executive Vice President Director June 28, 1999
and Director
/s/ David M. Wilks Director June 28, 1999
- -------------------------------------------
David M. Wilks, Executive Vice President
and Director
II-6
<PAGE>
EXHIBIT INDEX
1 Form of Purchase Contract (to be filed under subsequent Form 8-K).
2* Agreement and Plan of Merger By and Between Northern States Power
Company and New Century Energies, Inc. dated as of March 24, 1999
(Form Prem14A, April 26, 1999-Appendix A).
3* Amended and Restated Articles of Incorporation of the Registrant dated
July 10, 1998 (Form 10-K, December 31, 1998 - Exhibit 3(a)(1)).
4(a)(l)* Indenture, dated as of December 1, 1939, providing for the issuance
of First Mortgage Bonds (Form 10 for 1946-Exhibit (B-1)).
4(a)(2)* Indentures supplemental to Indenture dated as of December 1, 1939:
<TABLE>
<CAPTION>
Previous Filing: Previous Filing:
Form; Date or Form; Date or Exhibit
Dated as of File No. Exhibit No. Dated as of File No. No.
------------- ---------- ------------- ------------- ---------- ---------
<S> <C> <C> <C> <C> <C>
Mar. 14, 1941 10, 1946 B-2 Apr. 21, 1970 8-K, Apr. 1970 1
May 14, 1941 10, 1946 B-3 Sept. 1, 1970 8-K, Sept. 1970 2
Apr. 28, 1942 10, 1946 B-4 Feb. 1, 1971 8-K, Feb. 1971 2
Apr. 14, 1943 10, 1946 B-5 Aug. 1, 1972 8-K, Aug. 1972 2
Apr. 27, 1944 10, 1946 B-6 June 1, 1973 8-K, June 1973 1
Apr. 18, 1945 10, 1946 B-7 Mar. 1, 1974 8-K, Apr. 1974 2
Apr. 23, 1946 10-K, 1946 B-8 Dec. 1, 1974 8-K, Dec. 1974 1
Apr. 9, 1947 10-K, 1946 B-9 Oct. 1, 1975 S-7, (2-60082) 2(b)(3)
June 1, 1947 S-1, (2-7075) 7(b) Apr. 28, 1976 S-7, (2-60082) 2(b)(4)
Apr. 1, 1948 S-1, (2-7671) 7(b)(1) Apr. 28, 1977 S-7, (2-60082) 2(b)(5)
May 20, 1948 S-1, (2-7671) 7(b)(2) Nov. 1, 1977 S-7, (2-62415) 2(b)(3)
Oct. 1, 1948 10-K, 1948 4 Apr. 28, 1978 S-7, (2-62415) 2(b)(4)
Apr. 20, 1949 10-K, 1949 1 Oct. 1, 1978 10-K, 1978 D(1)
Apr. 24, 1950 8-K, Apr. 1950 1 Oct. 1, 1979 S-7, (2-66484) 2(b)(3)
Apr. 18, 1951 8-K, Apr. 1951 1 Mar. 1, 1980 10-K, 1980 4(c)
Oct. 1, 1951 8-K, Nov. 1951 1 Apr. 28, 1981 S-16, (2-74923) 4(c)
Apr. 21, 1952 8-K, Apr. 1952 1 Nov. 1, 1981 S-16, (2-74923) 4(d)
Dec. 1, 1952 S-9, (2-11120) 2(b)(9) Dec. 1, 1981 10-K, 1981 4(c)
Apr. 15, 1953 8-K, Apr. 1953 2 Apr. 29, 1982 10-K, 1982 4(c)
April 19, 1954 8-K, Apr. 1954 1 May 1, 1983 10-K, 1983 4(c)
Oct. 1, 1954 8-K, Oct. 1954 1 Apr. 30, 1984 S-3, (2-95814) 4(c)
Apr. 18, 1955 8-K, Apr. 1955 1 Mar. 1, 1985 10-K, 1985 4(c)
Apr. 24, 1956 10-K, 1956 1 Nov. 1, 1986 10-K, 1986 4(c)
May 1, 1957 S-9, (2-13260) 2(b)(15) May 1, 1987 10-K, 1987 4(c)
April 10, 1958 8-K, Apr. 1958 1 July 1, 1990 S-3, (33-37431) 4(c)
May 1, 1959 8-K, May 1959 2 Dec. 1, 1990 10-K, 1990 4(c)
Apr. 18, 1960 8-K, Apr. 1960 1 Mar. 1, 1992 10-K, 1992 4(d)
</TABLE>
II-7
<PAGE>
<TABLE>
<CAPTION>
Previous Filing: Previous Filing:
Form; Date or Form; Date or Exhibit
Dated as of File No. Exhibit No. Dated as of File No. No.
------------- ---------- ------------- ------------- ---------- ----
<S> <C> <C> <C> <C> <C>
Apr. 19, 1961 8-K, Apr. 1961 1 Apr. 1, 1993 10-Q, June 30, 1993 4(a)
Oct. 1, 1961 8-K, Oct. 1961 2 June 1, 1993 10-Q, June 30, 1993 4(b)
Mar. 1, 1962 8-K, Mar. 1962 3(a) Nov. 1, 1993 S-3, (33-51167) 4(a)(3)
June 1, 1964 8-K, June 1964 1 Jan. 1, 1994 10-K, 1993 4(a)(3)
May 1, 1966 8-K, May 1966 2 Sept. 2, 1994 8-K, Sept. 1994 4(a)
July 1, 1967 8-K, July 1967 2 May 1, 1996 10-Q, June 30, 1996 4(a)
July 1, 1968 8-K, July 1968 2 Nov. 1, 1996 10-K, 1996 4(a)(3)
Apr. 25, 1969 8-K, Apr. 1969 1 Feb. 1, 1997 10-Q, March 31, 1997 4(a)
Apr. 1, 1998 10-Q, March 31, 1998 4(a)
</TABLE>
4(b)(1)* Indenture, dated as of October 1, 1993, providing for the issuance of
First Collateral Trust Bonds (Form 10-Q, September 30, 1993 - Exhibit
4(a)).
4(b)(2)* Indentures supplemental to Indenture dated as of October 1, 1993:
<TABLE>
<CAPTION>
Previous Filing:
Form; Date or
Dated as of File No. Exhibit No.
- ----------- -------- -----------
<S> <C> <C>
November 1, 1993 S-3, (33-51167) 4(b)(2)
January 1, 1994 10-K, 1993 4(b)(3)
September 2, 1994 8-K, Sept. 1994 4(b)
May 1, 1996 10-Q, June 30, 1996 4(b)
November 1, 1996 10-K, 1996 4(b)(3)
February 1, 1997 10-Q, March 31, 1997 4(b)
April 1, 1998 10-Q, March 31, 1998 4(b)
</TABLE>
II-8
<PAGE>
4(c)(1)* Form of Indenture, providing for the issuance of Senior Debt
Securities (Form S-3A, March 31, 1998-Exhibit 4(c)).
4(c)(2) Form of Supplemental Indenture, providing for the issuance of Senior
Debt Securities under the Indenture.
4(c)(3) Form of Senior Debt Securities (included in Exhibit 4(c)(2)).
4(d) (1)* Indenture, dated as of May 1, 1998, providing for the issuance of
Subordinated Debt Securities (Form 8-K, May 6, 1998-Exhibit 4.2).
4(d)(2)* Supplemental Indenture, dated as of May 11, 1998, providing for the
issuance of Subordinated Debt Securities (Form 8-K, May 6, 1998-
Exhibit 4.3).
5(a) Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P. regarding the
validity of certain Securities.
12 Computation of Ratio of Consolidated Earnings to Consolidated Fixed
Charges.
15 Letter regarding Unaudited Interim Financial Information of Arthur
Andersen LLP.
23(a) Consent of Arthur Andersen LLP.
23(b) Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P., is included in its
opinion filed as Exhibit 5(a).
24 The Power of Attorney is included on page II-5 hereof.
25 Statement of Eligibility of The Bank of New York, as Trustee under the
Senior Debt Securities Indenture.
______________
* Previously filed as indicated and incorporated herein by reference.
II-9
<PAGE>
Exhibit 4(c)(2)
- --------------------------------------------------------------------------------
PUBLIC SERVICE COMPANY
OF COLORADO
TO
THE BANK OF NEW YORK,
as Trustee
_____________________________________
FIRST SUPPLEMENTAL INDENTURE
Dated as of __________, 1999
Supplementing the Indenture
dated as of __________, 1999
_____________________________________
Establishing the Securities of Series __
designated __% Senior Notes due ___________
- --------------------------------------------------------------------------------
<PAGE>
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of ________, 1999, is
between PUBLIC SERVICE COMPANY OF COLORADO, a Colorado corporation (hereinafter
called the "Issuer" or the "Company"), having its principal office at 1225 17th
Street, Denver, Colorado 80202, and THE BANK OF NEW YORK, as Trustee
(hereinafter called the "Trustee"), having its principal corporate trust office
at 101 Barclay Street, Floor 21 West, New York, New York 10286.
Recitals of the Issuer
----------------------
The Issuer has heretofore executed and delivered an Indenture, dated
as of ________, 1999 (the "Original Indenture", the Original Indenture, as
supplemented by this supplemental indenture being hereinafter referred to as the
"Indenture"), relating to the issuance at any time or from time to time of its
Securities on terms to be specified at the time of issuance. As of the date
hereof, no Securities have been issued under the Indenture. Terms used and not
otherwise defined herein shall (unless the context otherwise clearly requires)
have the respective meanings given to them in the Original Indenture.
The Original Indenture provides in Article Three thereof that, prior
to the issuance of Securities of any series, the form of such Securities and the
terms applicable to such series shall be established in, or pursuant to, the
authority granted in a resolution of the Board of Directors or established in
one or more indentures supplemental thereto.
The Issuer desires by this supplemental indenture, among other things,
to establish the form of the Securities of a series, to be titled ___% Notes due
____ of the Issuer, and to establish the terms applicable to such series,
pursuant to Sections 201, 301 and 901 of the Original Indenture. The Issuer has
duly authorized the execution and delivery of this supplemental indenture.
Article Nine of the Original Indenture provides that the Issuer, when
authorized by a resolution of its Board of Directors, and the Trustee may from
time to time and at any time amend the Indenture without the consent of
Securityholders for certain purposes enumerated in Section 901 thereof,
including the purposes set forth in subsection (7) of said Section 901.
The execution and delivery of this supplemental indenture by the
parties hereto are in all respects authorized by the provisions of the
Indenture.
All things necessary have been done to make this supplemental
indenture a valid agreement of the Issuer, in accordance with its terms.
<PAGE>
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises, it is mutually covenanted
and agreed, as follows:
ARTICLE ONE
Establishment of % Notes due
-------------------------------
Section 1.01. The title of the series of the Securities established by
this supplemental indenture shall be __% Notes due ____ of the Issuer
(hereinafter called the "Series __ Notes").
Section 1.02. The Series __ Notes shall be limited to [$___________]
in aggregate principal amount.
Section 1.03. The Series __ Notes may be issued in whole or in part as
one or more Global Securities and The Depository Trust Company, or a nominee
thereof, shall be the Depository for such Global Security or Global Securities.
The Depository for such Global Security or Global Securities representing Series
__ Notes may surrender one or more Global Securities representing Series __
Notes in exchange in whole or in part for individual Series __ Notes on such
terms as are acceptable to the Issuer and such Depository and otherwise subject
to the terms of the Indenture.
Section 1.04. The principal of the Series __ Notes shall be payable
on __________.
Section 1.05. The Series __ Notes shall bear interest at the rate of
__% per annum and shall accrue from ___________. The Interest Payment Dates
shall be ____________ and __________ in each year, commencing ___________. The
Regular Record Dates in respect of such Interest Payment Dates shall be
____________ and ___________ in each year, respectively.
Section 1.06. The Corporate Trust Office of The Bank of New York
shall be the place at which the principal of the Series __ Notes shall be
payable. Any interest thereon shall be paid as specified in Section 307 of the
Original Indenture.
Section 1.07. [Interest Payment Deferral Provisions, if any.]
Section 1.08. [Optional Redemption Provisions, if any.]
-2-
<PAGE>
Section 1.09. [Mandatory Redemption Provisions, if any.]
Section 1.10. The Series __ Notes shall be issued in denominations of
[$____] and any integral multiple thereof.
Section 1.11. [Original Issue Discount Provisions, if any.]
Section 1.12. [Additional Defaults, if any.]
Section 1.13. Sections 1301 and 1302 of the Indenture shall be
applicable to the Series __ Notes.
Section 1.14. [Currency, if other than U.S. Dollars.]
Section 1.15. [Additional Covenants, if any.]
Section 1.16. The Issuer hereby appoints, or confirms the appointment
of, The Bank of New York as the initial Trustee, Securities Registrar and Paying
Agent, subject to the provisions of the Indenture with respect to resignation,
removal and succession, and subject, further, to the right of the Issuer to
appoint additional agents (including Paying Agents).
Section 1.17. [Exceptions to Business Day Definition, if any.]
Section 1.18. [Any Additional Terms.]
Section 1.19. The Series __ Notes shall be substantially in the form
set forth in Exhibit A hereto, and shall have such further terms as are
reflected in such form, subject to changes in the form thereof made by
the Issuer and acceptable to the Trustee.
ARTICLE TWO
Miscellaneous
-------------
Section 2.01. The recitals contained herein shall be taken as the
statements of the Issuer, and the Trustee assumes no responsibility for the
correctness of the same. The Trustee makes no representation as to the validity
of this supplemental indenture. The Indenture, as supplemented by this
supplemental indenture, is in all respects hereby adopted, ratified and
confirmed.
Section 2.02. This supplemental indenture may be executed in any
number of counterparts, and on separate counterparts, each of which shall be an
original; but such
-3-
<PAGE>
counterparts shall together constitute but one and the same instrument.
Section 2.03. If any provision of this supplemental indenture limits,
qualifies or conflicts with the duties imposed by any of Sections 310 to 317,
inclusive, of the Trust Indenture Act of 1939, as amended by the Trust Indenture
Reform Act of 1990, through operation of Section 318(c), such imposed duties
shall control.
Section 2.04. The Article headings herein are for convenience only
and shall not affect the interpretation hereof.
-4-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed as of the ___ day of ________, 1999.
PUBLIC SERVICE COMPANY OF COLORADO
By: ___________________________
Name:
Title:
THE BANK OF NEW YORK
By: ___________________________
Authorized Signatory
-5-
<PAGE>
EXHIBIT A
---------
Form of ___% Note due ____________
[THIS SECURITY IS A GLOBAL SECURITY REGISTERED IN THE NAME OF THE
DEPOSITORY (REFERRED TO HEREIN) OR A NOMINEE THEREOF AND UNLESS AND UNTIL IT IS
EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL SECURITIES REPRESENTED HEREBY,
THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY
TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH
NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITARY TRUST COMPANY, A NEW YORK CORPORATION (55 WATER STREET, NEW
YORK, NEW YORK), TO THE TRUSTEE 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 THE
DEPOSITARY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., 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.]
PUBLIC SERVICE COMPANY OF COLORADO
__ % Note due ______________
Interest Rate: ______________
Interest Payment Dates: ______________
Regular Record Dates: ______________
Original Interest Accrual Date: ______________
Stated Maturity: ______________
Registered No. ___________ Principal Amount
CUSIP _____________ $_______________
PUBLIC SERVICE COMPANY OF COLORADO, a corporation duly organized and
existing under the laws of the State of Colorado
A-1
<PAGE>
(herein called the "Company", which term includes any successor corporation
under the Indenture referred to below) promises to pay to _____________________
or registered assigns the principal sum of____________________ Dollars on
____________________________ the Stated Maturity specified above.
1. Interest.
The Company promises to pay interest on the principal amount hereof at
the Interest Rate per annum shown above from the Original Interest
Accrual Date specified above, or from the most recent Interest Payment
Date to which interest has been paid, semiannually in arrears, on the
Interest Payment Dates specified above, in each year, commencing with
the Interest Payment Date next succeeding the Original Interest
Accrual Date specified above, until the principal hereof is paid or
duly provided for. Interest will be computed on the basis of a 360-
day year of twelve 30-day months.
2. Method of Payment.
The Company will pay interest so payable to the person who is the
registered holder hereof at the close of business on the Regular
Record Date for the next Interest Payment Date, except as otherwise
provided in the Indenture and except that interest payable at Maturity
will be paid to the person to whom principal is paid at Maturity.
Payment of principal shall be made upon presentation hereof at the
office of this Paying Agent. The Company will pay principal and
interest in money of the United States that at the time of payment is
legal tender for payment of public and private debts. The Company may
pay principal and interest by check payable in such money. It may
mail an interest check to the holder's registered address.
3. Agents.
Initially, The Bank of New York, 101 Barclay Street, Floor 21 West,
New York, New York 10286 Attention: Corporate Trust Administration,
will act as Paying Agent, and Securities Registrar. The Company may
change the Paying Agent to provide for more than one such agent. The
Company may appoint one or more Security Registers. The Company or any
Affiliate may act in any such capacity. The Trustee may appoint one
or more Authenticating Agents to authenticate the Securities.
4. Indenture.
A-2
<PAGE>
The securities of this series (the "Securities") have been issued
under an Indenture dated as _________, 1999 (the "Indenture") between
the Company and The Bank of New York (the "Trustee," which term
includes any successor trustee under the Indenture). The terms of the
Securities include those stated in the Indenture and in the
Supplemental Indenture creating the Securities and those made part of
the Indenture by the Trust Indenture Act of 1939 (15 U.S. Code
Sections 77aaa-77bbbb). Securityholders are referred to the Indenture,
the Supplemental Indenture and the Act for a statement of such terms.
5. Redemption.
[This Security is not redeemable prior to maturity.] or [This Security
is subject to redemption upon not less than 30 days' notice by first
class mail, in whole at any time or in part from time to time at the
option of the Company at a redemption price equal to the greater of
(i) 100% of the principal amount hereof 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 semiannual
basis (assuming a 360 day year consisting of twelve 30-day months) at
the Treasury Yield plus [____ percent (___%)], 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 semiannual 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 hereof 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 hereof. "Independent
Investment Banker" means [_________________________] 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 the Company.
A-3
<PAGE>
"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 p.m. 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 Quotations. "Reference Treasury
Dealer Quotations" means, with respect to each Reference Treasury
Dealer and any Redemption date, the average, as determined by the
Company, 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 the Company by such Reference Treasury Dealer at
5:00 p.m. on the third business day preceding such redemption date.
"Reference Treasury Dealer" means (i) any primary U.S. Government
securities dealer in New York City (a "Primary Treasury Dealer")
designated by the Company.
In the event of redemption of this Security in part only, a new
Security or Securities of this series for the unredeemed portion
hereof will be issued in the name of the Holder hereof upon the
cancellation hereof.]
[6. Notice of Redemption.
Notice of redemption will be mailed at least 30 days before the
redemption date to the holder hereof at his address appearing on the
Security Register.
A notice of redemption shall provide that it is subject to the
occurrence of any event before the date fixed for such redemption as
described in such notice ("Conditional Redemption") and such notice of
Conditional Redemption shall be of no effect unless all such
conditions to the redemption have occurred before such date or have
been waived by the Company.]
A-4
<PAGE>
7. Denominations, Transfer, Exchange.
The Securities of this series are in registered form without coupons
in denominations of _________________ and whole multiples of
_________________. The transfer of this Security may be registered and
this Security may be exchanged as provided in the Indenture. The
Securities Registrar may require a holder, among other things, to
furnish appropriate endorsements and transfer documents and to pay any
taxes and fees required by law or the Indenture. The Securities
Registrar need not exchange or register the transfer of any Security
of this series or portion thereof selected for redemption. Also, it
need not exchange or register the transfer of any Security for a
period of 15 days before a selection of Securities of this series to
be redeemed.
8. Persons Deemed Owners.
The registered holder of a Security may be treated as its owner for
all purposes.
9. Amendments and Waivers.
Subject to certain exceptions, the Indenture may be amended with the
consent of the holders of a majority in outstanding principal amount
of the Securities. Subject to certain exceptions, a default under the
Indenture may be waived with the consent of the holders of a majority
in outstanding principal amount of the Securities.
Without the consent of any Securityholder, the Indenture may be
amended, among other things, to cure any ambiguity, omission, defect
or inconsistency; to provide for assumption of Company obligations to
Securityholders; or to make any change that does not materially
adversely affect the rights of any Securityholder.
10. Restrictive Covenants.
The Securities are unsecured general obligations of the Company
limited to [$500,000,000] principal amount. The Indenture does not
limit the amount of debt the Company may issue thereunder or
otherwise.
11. Successors.
When a successor assumes all the obligations of the Company under the
Securities and the Indenture, the Company will be released from those
obligations.
A-5
<PAGE>
12. Defeasance Prior to Redemption or Maturity.
Subject to certain conditions, the Company at any time may terminate
some or all of its obligations hereunder and the Indenture if the
Company deposits with the Trustee money or U.S. Government Obligations
for the payment of principal and interest hereon to redemption or
maturity. U.S. Government Obligations are securities backed by the
full faith and credit of the United States of America or certificates
representing an ownership interest in such Obligations.
13. Defaults and Remedies.
If an Event of Default occurs and is continuing, the Trustee or the
holders of at least 25% in principal amount of the outstanding
Securities may declare the principal of all such Securities to be due
and payable immediately.
Securityholders may not enforce the Indenture or the Securities except
as provided in the Indenture. The Trustee may require indemnity
satisfactory to it before it enforces the Indenture or the Securities.
Subject to certain limitations, holders of a majority in principal
amount of the Securities may direct the Trustee in its exercise of any
trust or power. The Trustee may withhold from Securityholders notice
of any continuing default (except a default in payment of principal or
interest or any sinking fund installment) if it determines that
withholding notice is in their interests. The Company must furnish
annual compliance certificates to the Trustee.
14. Trustee Dealings with Company.
The Bank of New York, the Trustee under the Indenture, in its
individual or any other capacity, may make loans to, accept deposits
from, and perform services for the Company or its Affiliates, and may
otherwise deal with the Company or its Affiliates, as if it were not
Trustee.
15. No Recourse Against Others.
A director, officer, employee or stockholder, as such, of the Company
shall not have any liability for any obligations of the Company under
the Securities or the Indenture or for any claim based on, in respect
of or by reason of such obligations or their creation. Each
Securityholder by accepting a Security waives and releases all such
liability. The waiver and release are
A-6
<PAGE>
part of the consideration for the issue of the Securities.
16. Authentication.
This Security shall not be valid for any purpose and shall not be
entitled to any benefit under the Indenture until authenticated by a
manual signature of the Trustee or any Authenticating Agent.
17. Abbreviations.
Customary abbreviations may be used in the name of a Securityholder or
an assignee, such as: TEN COM (tenants in common), TEN ENT (tenants by
the entireties), JT TEN (joint tenants with right of survivorship and
not as tenants in common), CUST (custodian), and U/G/M/A (Uniform
Gifts to Minors Act).
A-7
<PAGE>
The Company will furnish to any Securityholder upon written request and
without charge a copy of the Indenture, including the Supplemental Indenture
which contains the text of this Security in larger type. Requests may be made
to: Public Service Company of Colorado, 1225 17th Street, Denver, Colorado,
80202 attention: Corporate Secretary.
PUBLIC SERVICE COMPANY OF
COLORADO
By: ____________________________
Chairman of the Board
Authenticated:
This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.
The Bank of New York,
--------------------
as Trustee
Dated:____________________________ By: ____________________________
Authorized Signatory
A-8
<PAGE>
ASSIGNMENT FORM
To assign this Security, fill in the form below:
I or we assign and transfer this Security to:
_______________________________________
: :
: :
----------------------------------------
(Insert assignee's social security or tax I.D. no.)
_______________________________________
_______________________________________
_______________________________________
(Print or type assignee's name, address and zip code)
and irrevocably appoint __________________________________ agent to transfer
this Security on the books of the Company. The agent may substitute another to
act for him.
Date:_________________ Your Signature:___________________
(Sign exactly as your name appears on the other side of this Security)
A-9
<PAGE>
LEBOEUF, LAMB, GREENE & MACRAE
L.L.P.
A Limited Liability Partnership Including Professional Corporations
125 West 55th Street
New York, NY 10019-5389
(212) 424-8000
FACSIMILE: (212) 424-8500
Exhibit 5(a)
June 29, 1999
Public Service Company of Colorado
1225 17th Street
Denver, CO 80202-5533
Ladies and Gentlemen:
We have acted as counsel to Public Service Company of Colorado, a
Colorado corporation (the "Company"), in connection with the preparation and
filing of a Registration Statement on Form S-3 (the "Registration Statement"),
to be filed with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Securities Act"). The Registration
Statement relates to the proposed issue and sale of up to $500,000,000 in
aggregate principal amount of unsecured senior debt securities of the Company
(the "Senior Debt Securities") to be issued under an indenture (the "Senior
Indenture") to be entered into by the Company and The Bank of New York, as
trustee (the "Senior Trustee"). The Senior Debt Securities will be issued in one
or more series from time to time pursuant to the provisions of Rule 415 under
the Securities Act.
For purposes of this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the Registration
Statement; (ii) the Amended and Restated Articles of Incorporation and Bylaws of
the Company; (iii) resolutions adopted by the Board of Directors of the Company
relating to the Registration Statement (the "Board Resolutions"); and (iv) such
other documents, certificates and records of the Company and public officials as
we have deemed necessary or appropriate. In such examination we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to the original documents of all documents
submitted to us as copies and the authenticity of the originals of such latter
documents. As
<PAGE>
Public Service Company of Colorado
June 29, 1999
Page 2
to any facts material to our opinion, we have, when relevant facts were not
independently established, relied upon the aforesaid instruments, records,
certificates and documents.
Based upon the foregoing, and subject to the qualifications and
limitations herein expressed, we are of the opinion that:
(a) The Company is a corporation duly incorporated, validly existing
and in good standing under the laws of the State of Colorado.
(b) When (i) the Registration Statement, as finally amended (including
any necessary post-effective amendments), shall have become effective under the
Securities Act, and (ii) a prospectus supplement with respect to a particular
series of Senior Debt Securities shall have been filed with the Commission in
compliance with the Securities Act and the rules and regulations thereunder, no
further authorization, consent or approval by any regulatory authority will be
required for the valid issuance and sale of the Senior Debt Securities of such
series (except under the "blue sky" or securities laws of the several states, as
to the applicability of which we express no opinion).
(c) When (i) a purchase contract setting forth the price and other
terms and conditions relating to the issue and sale of a particular series of
Senior Debt Securities shall have been approved by the Company in accordance
with the Board Resolutions (the "Purchase Agreement"), (ii) the Senior Indenture
shall have been duly executed and delivered by the Company and the Senior
Trustee, and (ii) a Board Resolution within the meaning of the Senior Indenture
shall have been adopted or a supplemental indenture entered into, in accordance
with the Senior Indenture, establishing the terms and conditions of a particular
series of Senior Debt Securities, such series of Senior Debt Securities shall
have been duly authorized by the Company.
(d) Upon the execution and filing with the Senior Trustee of the
proper papers with respect to the Senior Debt Securities of a particular series,
the Senior Debt Securities of such series shall be issuable under the terms of
the Senior Indenture.
(e) When such series of Senior Debt Securities shall have been duly
executed, authenticated and delivered in accordance with the corporate and
governmental authorizations and the instruments referred to above and the
purchase price specified in the Purchase Agreement for such series of Senior
Debt Securities shall have been received by the Company, the
<PAGE>
Public Service Company of Colorado
June 29, 1999
Page 3
Senior Debt Securities of such series will be legally issued and binding
obligations of the Company and will be entitled to the benefits of the Senior
Indenture on a parity with the securities of other series which may be hereafter
issued thereunder pursuant to the terms of such indenture (except as may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent transfer or other similar laws affecting the enforcement of
creditors' rights generally and by the effect of general principles of equity,
regardless of whether considered in a proceeding in equity or at law).
Our opinions expressed above are limited to the laws of the State of
New York and the State of Colorado and the federal laws of the United States of
America.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to our firm contained therein under
the caption "Validity of the Securities" in the Prospectus forming a part of
said Registration Statement and in any amendments or supplements to the
Registration Statement and Prospectus.
Very truly yours,
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
<PAGE>
Exhibit 12
PUBLIC SERVICE COMPANY OF COLORADO
AND SUBSIDIARIES
COMPUTATION OF RATIO OF CONSOLIDATED EARNINGS
TO CONSOLIDATED FIXED CHARGES
<TABLE>
<CAPTION>
Three Months Year Ended December 31,
Ended ------------------------------------------------------------------
March 31,
1999 1998 1997 1996 1995 1994
---------- ---------- ---------- ---------- ---------- ----------
(Thousands of Dollars, except ratios)
<S> <C> <C> <C> <C> <C> <C>
Fixed charges:
Interest on long-term debt $ 28,800 $ 115,808 $ 114,460 $ 92,205 $ 85,832 $ 89,005
Dividends on PSCo obligated
mandatorily redeemable preferred
securities 3,800 9,711 - - - -
Interest on borrowings against
COLI contracts 13,704 51,664 46,082 40,160 34,717 29,786
Other interest 5,220 20,849 24,117 17,238 23,392 14,235
Amortization of debt discount and
expense less premium 1,083 4,274 3,987 3,621 3,278 3,126
Interest component of rental expense 2,339 8,233 9,012 10,649 6,729 6,888
---------- ---------- ---------- ---------- ---------- ----------
Total $ 54,946 $ 210,539 $ 197,658 $ 163,873 $ 153,948 $ 143,040
========== ========== ========== ========== ========== ==========
Earnings (before fixed charges and
taxes on income):
Net income $ 65,939 $ 200,103 $ 204,042 $ 190,346 $ 178,856 $ 170,269
Fixed charges as above 54,946 210,539 197,658 163,873 153,948 143,040
Provisions for Federal and state
taxes on income, net of invest-
ment tax credit amortization 29,214 101,494 90,813 96,331 95,357 48,500
---------- ---------- ---------- ---------- ---------- ----------
Total $ 150,099 $ 512,136 $ 492,513 $ 450,550 $ 428,161 $ 361,809
========== ========== ========== ========== ========== ==========
Ratio of earnings to fixed charges 2.73 2.43 2.49 2.75 2.78 2.53
========== ========== ========== ========== ========== ==========
</TABLE>
<PAGE>
EXHIBIT 15
[Arthur Andersen LLP Letterhead]
LETTER OF UNAUDITED INTERIM FINANCIAL INFORMATION
June 29, 1999
Public Service Company of Colorado:
We are aware that Public Service Company of Colorado has incorporated by
reference in this Registration Statement its Form 10-Q for the quarter ended
March 31, 1999, included in the Combined Quarterly Report on Form 10-Q for the
quarter ended March 31, 1999 of New Century Energies, Inc., which includes our
report dated May 13, 1999, covering the unaudited consolidated condensed interim
financial statements contained therein. Pursuant to Regulation C of the
Securities Act of 1933, that report is not considered a part of this
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,
/s/ ARTHUR ANDERSEN LLP
<PAGE>
EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated February 23, 1999,
relating to the consolidated financial statements of Public Service Company of
Colorado and subsidiaries included in the Combined Annual Report on Form 10-K of
New Century Energies, Inc. for the year ended December 31, 1998, our report
dated February 23, 1999, relating to the consolidated financial statements of
Public Service Company of Colorado and subsidiaries included in the Combined
Report on Form 8-K of New Century Energies, Inc. dated February 23, 1999, and to
all references to our Firm included in this Registration Statement.
/s/ ARTHUR ANDERSEN LLP
Denver, Colorado,
June 29, 1999
<PAGE>
Exhibit 25
================================================================================
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|
___________________________
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
One Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
___________________________
PUBLIC SERVICE COMPANY OF COLORADO
(Exact name of obligor as specified in its charter)
Colorado 84-0296600
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
1225 17th Street
Denver, Colorado 80202-5533
(Address of principal executive offices) (Zip code)
___________________________
Senior Debt Securities
(Title of the indenture securities)
================================================================================
<PAGE>
1. General information. Furnish the following information as to the Trustee:
(a) Name and address of each examining or supervising authority to which
it is subject.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
Name Address
- ---------------------------------------------------------------------------------------------------
<S> <C>
Superintendent of Banks of the State of New York 2 Rector Street, New York, N.Y.
10006, and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York, N.Y.
10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York 10005
</TABLE>
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
16. List of Exhibits.
Exhibits identified in parentheses below, on file with the Commission, are
incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-
29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R.
229.10(d).
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which contains the
authority to commence business and a grant of powers to exercise
corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1
to Form T-1 filed with Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
filed with Registration Statement No. 33-31019.)
6. The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with Registration Statement No. 33-
44051.)
7. A copy of the latest report of condition of the Trustee published
pursuant to law or to the requirements of its supervising or examining
authority.
-2-
<PAGE>
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York,
a corporation organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York, and State
of New York, on the 24th day of June, 1999.
THE BANK OF NEW YORK
By: /s/ILIANA A. ARCIPRETE
-------------------------------------
Name: ILIANA A. ARCIPRETE
Title: ASSISTANT TREASURER
-3-
<PAGE>
EXHIBIT 7
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Consolidated Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business March 31, 1999,
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
Dollar Amounts
ASSETS In Thousands
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin........ $ 4,508,742
Interest-bearing balances................................. 4,425,071
Securities:
Held-to-maturity securities............................... 836,304
Available-for-sale securities............................. 4,047,851
Federal funds sold and Securities purchased under
agreements to resell..................................... 1,743,269
Loans and lease financing receivables:
Loans and leases, net of unearned
income.................................................... 39,349,679
LESS: Allowance for loan and
lease losses.............................................. 603,025
LESS: Allocated transfer risk
reserve................................................... 15,906
Loans and leases, net of unearned income, allowance, and
reserve.................................................. 38,730,748
Trading Assets............................................ 1,571,372
Premises and fixed assets (including capitalized leases).. 685,674
Other real estate owned................................... 10,331
Investments in unconsolidated subsidiaries and associated
companies................................................ 182,449
Customers' liability to this bank on acceptances
outstanding.............................................. 1,184,822
Intangible assets......................................... 1,129,535
Other assets.............................................. 2,632,309
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Total assets.............................................. $61,688,578
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LIABILITIES
Deposits:
In domestic offices....................................... $25,731,036
Noninterest-bearing....................................... 10,252,589
Interest-bearing.......................................... 15,478,447
In foreign offices, Edge and Agreement subsidiaries, and
IBFs..................................................... 18,756,302
Noninterest-bearing....................................... 111,386
Interest-bearing.......................................... 18,644,916
Federal funds purchased and Securities sold under
agreements to repurchase................................. 3,276,362
Demand notes issued to the U.S.Treasury................... 230,671
Trading liabilities....................................... 1,554,493
Other borrowed money:
With remaining maturity of one year or less............... 1,154,502
With remaining maturity of more than one year through
three years.............................................. 465
With remaining maturity of more than three years.......... 31,080
Bank's liability on acceptances executed and outstanding.. 1,185,364
Subordinated notes and debentures......................... 1,308,000
Other liabilities......................................... 2,743,590
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Total liabilities......................................... 55,971,865
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EQUITY CAPITAL
Common stock.............................................. 1,135,284
Surplus................................................... 764,443
Undivided profits and capital reserves.................... 3,807,697
Net unrealized holding gains (losses) on
available-for-sale securities............................ 44,106
Cumulative foreign currency translation adjustments....... ( 34,817)
Total equity capital...................................... 5,716,713
-------------
Total liabilities and equity capital...................... $61,688,578
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</TABLE>
I, Thomas J. Mastro, Senior Vice President and Comptroller of the above-
named bank do hereby declare that this Report of Condition has been prepared in
conformance with the instructions issued by the Board of Governors of the
Federal Reserve System and is true to the best of my knowledge and belief.
Thomas J. Mastro
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
Thomas A. Reyni }
Alan R. Griffith } Directors
Gerald L. Hassell }
