SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) June 28, 1999
Exact name of registrant as specified in its
charter, State or other jurisdiction of
incorporation or organization, Address of
Commission principal executive offices and Registrant's IRS Employer
File Number Telephone Number,including area code Identification No.
- ----------- ------------------------------------ ------------------
1-12927 NEW CENTURY ENERGIES, INC. 84-1334327
(a Delaware Corporation)
1225 17th Street
Denver, Colorado 80202
Telephone (303) 571-7511
1-3280 PUBLIC SERVICE COMPANY OF COLORADO 84-0296600
(a Colorado Corporation)
1225 17th Street
Denver, Colorado 80202
Telephone (303) 571-7511
1-3789 SOUTHWESTERN PUBLIC SERVICE COMPANY 75-0575400
(a New Mexico Corporation)
Tyler at Sixth
Amarillo, Texas 79101
Telephone (303) 571-7511
<PAGE>
This combined Form 8-K is separately filed by New Century Energies Inc., Public
Service Company of Colorado and Southwestern Public Service Company. Information
contained herein relating to any individual company is filed by such company on
its own behalf. Each registrant makes representations only as to itself and
makes no other representations whatsoever as to information relating to the
other registrants.
Item 5. OTHER EVENTS
At special shareholder meetings on June 28, 1999, the shareholders of New
Century Energies, Inc. and Northern States Power Company approved the
Agreement and Plan of Merger, dated March 24, 1999.
Additional information regarding this merger to form Xcel Energy Inc. is
provided in the press release filed as Exhibit 99 in Item 7. FINANCIAL
STATEMENTS AND EXHIBITS.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 99 Press release dated June 28, 1999
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EXHIBIT 99
JOINT NEWS RELEASE
For NCE: For NSP:
Media Relations: Media Relations
(303) 294-8900 (612) 337-2167
Investors: Investors
Mike Pritchard Richard Kolkmann
(303) 294-2588 (612) 330-6622
www.ncenergies.com www.nspco.com
NCE & NSP shareholders approve
merger to form Xcel Energy Inc.
DENVER and MINNEAPOLIS (June 28, 1999) - Shareholders of New Century
Energies (NYSE: NCE) and Northern States Power Co. (NYSE: NSP) Monday
approved the merger of NCE and NSP to form Xcel Energy Inc.
At separate special shareholder meetings held today in Denver and
Minneapolis, more than 83 percent of the voting shares of both NCE and NSP voted
in favor of the merger.
Jim Howard, president, chairman and chief executive officer of NSP, said,
"Today our shareholders voted to merge two strong, complementary companies to
create Xcel Energy, which will be well-positioned to compete in a rapidly
changing utility industry." Howard will become chairman of Xcel Energy at the
completion of the merger.
NCE Chairman Bill Helton said, "This vote of confidence from the
shareholders of both companies is an important step forward as we continue to
make excellent progress in completing our merger in a timely manner."
NCE and NSP shareholders recognize substantial benefits of the merger for
shareholders and consumers alike, according to NCE President Wayne Brunetti, who
will become chief executive officer of Xcel Energy. "This transaction will be
accretive immediately, will provide a balanced platform for growth, and will
provide NCE and NSP customers with continued low-cost, reliable energy," he
said.
-- more --
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NSP/NCE News Release - 28 June 1999 - Page Two
NCE announced that shareholder approval of the merger totaled 93 percent
of votes received, and 78 percent of overall shares. NSP reported 83 percent and
62 percent, respectively.
The merger, announced on March 25, 1999, requires approval or regulatory
review by federal regulators, including the Federal Energy Regulatory Commission
and the Securities and Exchange Commission, as well as state regulators in eight
of the 12 states served by the two companies. The approval process is expected
to be completed within 12 to 18 months from the date of the merger announcement.
Under terms of the merger agreement, upon completion, holders of NCE stock
will receive 1.55 shares of stock in Xcel Energy for each share of NCE stock.
Each share of NSP stock will become one share of Xcel Energy. When completed,
Xcel Energy will serve 3 million electricity customers and approximately 1.5
million natural gas customers in 12 states.
NCE serves approximately 1.6 million electricity customers and more
than a million natural gas customers in Colorado, Texas, New Mexico, Wyoming,
Kansas and Oklahoma. Its operating companies include Public Service Co. of
Colorado, Southwestern Public Service Co. and Cheyenne Light, Fuel & Power.
Wholly owned subsidiaries include New Century International, which owns a 50
percent interest in Yorkshire Electricity in the United Kingdom.
NSP provides electricity to about 1.5 million customers in portions of
Minnesota, Wisconsin, North Dakota, Michigan and South Dakota. It distributes
natural gas to more than 475,000 customers in Minnesota, Wisconsin, North
Dakota, South Dakota, Michigan and Arizona. Wholly owned subsidiaries include
NRG Energy Inc., which operates and has ownership interests in non-regulated
energy businesses around the world, with major projects in the United States,
Australia and Germany.
This news release includes forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934. These forward-looking
statements reflect numerous assumptions, and involve a number of risks and
uncertainties. Among the factors that could cause actual results to differ
materially are: electric load and customer growth, abnormal weather
conditions, economic conditions in the companies' service territories,
fluctuations in energy-related commodity prices, realization of net cost
savings in a timely manner, and other uncertainties. Other risk factors are
detailed from time to time in the companies' SEC reports.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
NEW CENTURY ENERGIES, INC.
/s/Richard C. Kelly
-----------------------------
Richard C. Kelly
Executive Vice President and
Chief Financial Officer
PUBLIC SERVICE COMPANY OF COLORADO
/s/Brian P. Jackson
-----------------------------
Brian P. Jackson
Senior Vice President, Finance and
Administrative Services,
Chief Financial Officer and Treasurer
SOUTHWESTERN PUBLIC SERVICE COMPANY
/s/Brian P. Jackson
-----------------------------
Brian P. Jackson
Senior Vice President, Finance and
Administrative Services,
Chief Financial Officer and Treasurer
Dated: June 28, 1999
