SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 1
_____Southwestern Public Service Company
(Exact name of registrant as specified in its charter)
New Mexico 75-0575400
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
Tyler at Sixth, Amarillo, Texas 79101
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the
Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Common Stock Purchase Rights New York Stock Exchange
Pacific Stock Exchange
Chicago Stock Exchange
If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General ___
Instruction A.(c)(1) please check the following box. /__/
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the
effectiveness of a concurrent registration statement under the
Securities Act of 1933 pursuant to General Instruction A.(c)(2)
please check the following box. /__/
Securities to be registered pursuant to Section 12(g) of the
Act:
______________________________None
(Title of Class)<PAGE>
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Item 1. Description of Securities to be Registered
On August 22, 1995, the Board of Directors of Southwestern
Public Service Company (the "Company") adopted and approved the execution
of Amendment No. 1 (the "Rights Amendment"), dated as of August 22, 1995,
to the Rights Agreement, dated as of July 23, 1991, between the Company and
Society National Bank, successor to Ameritrust Company National Associ-
ation, as Rights Agent (the "Rights Agreement" and the rights issuable
thereunder, the "Rights"). The Rights Amendment was executed in connection
with the execution of the Agreement and Plan of Reorganization (the "Merger
Agreement"), dated as of August 22, 1995, by and among the Company, Public
Service Co. of Colorado ("PSC") and M-P New Co. ("Newco") which provides
for a business combination as peer firms involving PSC and the Company in a
"merger-of-equals" transaction.
The Rights Amendment provides that notwithstanding anything in
the Rights Agreement to the contrary, none of Newco, PSC or any of their
respective "Affiliates" and "Associates" shall be considered an "Acquiring
Person" and no "Shares Acquisition Date" or "Distribution Date" (each as
defined in the Rights Agreement) has occurred or will occur, in any such
case as a result of the approval, execution or delivery of the Merger
Agreement. A summary of the Rights as amended follows:
Summary of Rights
On July 23, 1991, the Board of Directors of Southwestern Public
Service Company declared a dividend distribution of one Right for each
outstanding share of common stock, $1 par value, of the Company (the
"Common Stock"). The distribution was paid on August 20, 1991 (the "Record
Date"), to the shareholders of record on the Record Date. Each Right
entitles the registered holder to purchase from the Company one share of
the Common Stock at a price of $70 per share (the "Purchase Price"),
subject to adjustment. The Board of Directors also authorized the issuance
of one Right (subject to adjustment) with respect to each share of Common
Stock that has become or will become outstanding between August 20, 1991
and the Distribution Date. The description and terms of the Rights are set
forth in the Rights Agreement, as amended by the Rights Amendment.
Until the earlier to occur of (i) ten calendar days following
the date (the "Shares Acquisition Date" (which date shall not be deemed to
have occurred solely by reason of the approval, execution or delivery of
the Reorganization Agreement
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or the consummation of the transactions contemplated thereby)) of public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person" (which term shall not include Newco or PSC or any of
their respective "Affiliates" and "Associates" which may otherwise become
Acquiring Persons solely by reason of the approval, execution or delivery
of the Merger Agreement)) acquired, or obtained the right to acquire,
beneficial ownership of 10% or more of the outstanding shares of the Common
Stock or (ii) ten calendar days following the commencement or announcement
of an intention to make a tender offer or exchange offer if, upon
consummation thereof, such person would be an Acquiring Person (the earlier
of such dates being called the "Distribution Date" (which date shall not be
deemed to have occurred solely by reason of the approval, execution or
delivery of the Merger Agreement)), the Rights will be evidenced, with
respect to any of the Common Stock certificates outstanding prior to the
Distribution Date, by such Common Stock certificates. The Rights Agreement
provides that, until the Distribution Date, the Rights will be transferred
with and only with the Common Stock. Until the Distribution Date (or
earlier redemption or expiration of the Rights), new Common Stock
certificates issued after the Record Date upon transfer or new issuance of
the Common Stock will contain a notation incorporating the Rights Agreement
by reference. Until the Distribution Date (or earlier redemption or
expiration of the Rights), the surrender for transfer of any of the Common
Stock certificates outstanding as of the Record Date will also constitute
the transfer of the Rights associated with the Common Stock represented by
such certificate. As soon as practicable following the Distribution Date,
separate certificates evidencing the Rights ("Right Certificates") will be
mailed to holders of record of the Common Stock as of the close of business
on the Distribution Date and such separate Right Certificates alone will
evidence the Rights.
The Rights are not exercisable until the Distribution Date.
The Rights will expire at the close of business on July 22, 2001, unless
earlier redeemed or exchanged by the Company as described below.
In the event that, at any time following the Shares Acquisition
Date, (i) the Company is acquired in a merger or other business combination
transaction (other than a merger in which the Company is the survivor and
the shares of the Common Stock remain unchanged), or (ii) 50% or more of
the Company's assets or earning power is sold or transferred, each holder
of a Right (except Rights which previously have been voided as set forth
below) shall thereafter have the right to receive, upon
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exercise, common stock of the acquiring company having a value equal to two
times the exercise price of the Right.
Notwithstanding any of the foregoing, upon the occurrence of
the Shares Acquisition Date, all Rights that are, or (under certain
circumstances specified in the Rights Agreement) were, beneficially owned
by any Acquiring Person will be null and void. In addition, the Company
may, at its option with the concurrence of the Independent Directors, at
any time after any person has become an Acquiring Person and on the terms
and conditions set forth in the Rights Agreement, exchange all or part of
the then outstanding and exercisable Rights for shares of the Common Stock
at an exchange ratio of one share of the Common Stock per each share of the
Common Stock for which a Right is then exercisable.
The Purchase Price payable, and the number of shares of the
Common Stock (or cash, property or other securities, as the case may be)
issuable upon exercise of the Rights are subject to adjustment from time to
time to prevent dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Common Stock,
(ii) upon the grant to holders of the Common Stock of certain rights or
warrants to subscribe for shares of the Common Stock or convertible securi-
ties at less than the current market price of the Common Stock or
(iii) upon the distribution to holders of the Common Stock of evidences of
indebtedness or assets (excluding regular periodic cash dividends out of
earnings or retained earnings or dividends payable in the Common Stock) or
of subscription rights or warrants (other than those referred to above).
With certain exceptions, no adjustments in the Purchase Price
will be required until cumulative adjustments require an adjustment of at
least 1% in the Purchase Price. No fractional shares will be issued and,
in lieu thereof, an adjustment in cash will be made based on the market
price of the Common Stock on the last trading date prior to the date of
exercise.
At any time prior to 5:00 P.M. Texas time on the tenth calendar
day following the Shares Acquisition Date, the Company may redeem the
Rights in whole, but not in part, at a price of $.01 per Right (the
"Redemption Price"). The decision to redeem shall require that there be
Independent Directors in office and that a majority of the Independent
Directors concur in such decision. Immediately upon the action of the
Board of Directors of the Company electing to redeem the Rights with the
concurrence of the Independent Directors, the Company shall
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make announcement thereof, and upon such action, the right to exercise the
Rights will terminate and the only right of the holders of Rights will be
to receive the Redemption Price.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a shareholder of the Company, including, without
limitation, the right to vote or to receive dividends.
Other than those provisions relating to the principal economic
terms of the Rights and the time period within which to redeem the Rights,
any of the provisions of the Rights Agreement may be amended by the Board
of Directors of the Company prior to the Distribution Date. After the
Distribution Date, the provisions of the Rights Agreement may be amended by
the Board (in certain circumstances, with the concurrence of the
Independent Directors) in order to cure any ambiguity, defect or
inconsistency, to make changes which do not adversely affect the interests
of holders of Rights (excluding the interests of any Acquiring Person), or,
with certain limitations, to shorten or lengthen any time period under the
Rights Agreement.
The term "Independent Directors" means any member of the Board
of Directors of the Company who was a member of the Board prior to the date
of the Rights Agreement, and any person who is subsequently elected to the
Board if such person is recommended or approved by a majority of the
Independent Directors, but shall not include an Acquiring Person, or an
affiliate or associate of an Acquiring Person, or any representative of the
foregoing entities.
Each outstanding share of Common Stock on August 20, 1991 and
each share of Common Stock issued after that date and through the date
hereof, received one Right. So long as the Rights are attached to the
Common Stock, the Company will issue one Right with each new share of the
Common Stock so that all such shares will have attached Rights. The
Company has agreed to have available out of its authorized and unissued
shares of the Common Stock, or of its authorized and issued shares of the
Common Stock held in its treasury, the number of shares of the Common Stock
that it reasonably expects at the time will be sufficient to permit the
exercise of the outstanding Rights.
The Rights have certain anti-takeover effects. The Rights will
cause substantial dilution to a person who attempts to acquire the Company
without conditioning his or her offer on a substantial number of Rights
being acquired. The Rights will not affect a transaction approved by the
Company prior to the
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existence of an Acquiring Person, because the Rights can be redeemed before
the consummation of such transaction.
A copy of the Rights Agreement, as amended, is attached hereto
as an exhibit and is incorporated herein by reference. The foregoing
description of the Rights is qualified by reference to such exhibit.
Item 2. Exhibits
1 Form of Rights Agreement, dated as of July 23, 1991,
between Southwestern Public Service Company and
Ameritrust Company National Association, as Rights Agent
(incorporated by reference to Exhibit 2 to the Company's
Form 8-A, dated July 23, 1991).
2 Amendment No. 1, dated as of August 22, 1995, to the
Rights Agreement between Southwestern Public Service
Company and Society National Bank, successor to
Ameritrust Company National Association.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
SOUTHWESTERN PUBLIC SERVICE COMPANY
Date: August 30, 1995 By /s/ Bill D. Helton
-------------------------------
Name: Bill D. Helton
Title: Chairman of the Board
and Chief Executive
Officer
<PAGE>
EXHIBIT INDEX
Number Description Page
1 Rights Agreement, dated as of July 23,
1991, between Southwestern Public Service
Company and Ameritrust Company National
Association, as Rights Agent (incorporated by
reference to Exhibit 2 to the Company's
Form 8-A, dated July 23, 1991).
2 Amendment No. 1, dated as of August 22,
1995, to the Rights Agreement between
Southwestern Public Service Company and Society
National Bank, successor to Ameritrust Company
National Association.
<PAGE>
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
AMENDMENT NO. 1 TO RIGHTS AGREEMENT, dated as of
August 22, 1995, between SOUTHWESTERN PUBLIC SERVICE COMPANY, a
New Mexico corporation (the "Company"), and SOCIETY NATIONAL
BANK, successor to Ameritrust Company National Association, a
national banking association organized and existing under the
laws of the United States of America (the "Rights Agent"),
amending the Rights Agreement, dated as of July 23, 1991,
between the Company and the Rights Agent.
W I T N E S S E T H:
WHEREAS, the Company intends to enter into an Agree-
ment and Plan of Reorganization, by and among M-P New Co., a
Delaware corporation ("Newco"), Public Service Company of Colo-
rado, a Colorado corporation ("PSC"), and the Company, dated as
of August 22, 1995 (the "Reorganization Agreement"), as a
result of which PSC and the Company will become wholly owned
subsidiaries of Newco and the common shareholders of PSC and
the Company will together own all of the outstanding shares of
common stock of Newco; and
WHEREAS, the Company and the Rights Agent desire to
amend the Rights Agreement in accordance with Section 27 of the
Rights Agreement.
NOW, THEREFORE, in consideration of the premises and
mutual agreements set forth in the Rights Agreement and this
Amendment, the parties hereby agree as follows:
ARTICLE I
1. The Rights Agreement is amended by adding the
following WHEREAS clause immediately before the paragraph
beginning "NOW, THEREFORE":
WHEREAS, the Board of Directors of the Com-
pany has authorized the transaction contemplated
by the Agreement and Plan of Reorganization (the
"Reorganization Agreement"), by and among M-P New
Co., a Delaware corporation ("Newco"), Public Ser-
vice Company of Colorado, a Colorado corporation
("PSC"), and the Company, dated as of August 22,
1995, as a result of which PSC and the Company
will become wholly owned subsidiaries of Newco and
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the common shareholders of PSC and the Company
will together own all of the outstanding shares of
common stock of Newco;
2. The Rights Agreement is amended by adding the
following new Section to the end of such Agreement:
"Section 35. Newco Reorganization. Notwithstanding
any provision herein to the contrary, none of Newco, PSC
or any of their respective Affiliates and Associates shall
be considered an Acquiring Person under this Agreement and
no Shares Acquisition Date or Distribution Date has
occurred or will occur, in any such case as a result of
the approval, execution or delivery of the Reorganization
Agreement."
ARTICLE II
1. Section 3(c) of the Rights Agreement is amended
as follows:
(a) by adding after "July 23, 1991" in the third
line of the legend the phrase:
", as amended by Amendment No. 1 dated as of August
22, 1995"
2. Exhibit A to the Rights Agreement is amended as
follows:
(a) by adding after "July 23, 1991" in the third
line of the first paragraph on page A-1 the phrase:
", as amended by Amendment No. 1 dated as of August
22, 1995"
(b) by adding the following paragraph after the sec-
ond paragraph on page A-1:
"Notwithstanding anything herein to the contrary,
none of Newco (as defined below), PSC (as defined below)
or any of their respective Affiliates and Associates is an
"Acquiring Person" and no "Shares Acquisition Date" or
"Distribution Date" has occurred or shall occur as a
result of the approval, execution or delivery of the
Agreement and Plan of Reorganization, by and among M-P New
Co., a Delaware corporation ("Newco"), Public Service Com-
pany of Colorado, a Colorado corporation ("PSC"), and the
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Company, dated as of August 22, 1995, or the transactions
contemplated thereunder."
3. Exhibit B to the Rights Agreement is amended as
follows:
(a) by deleting the last sentence of the first para-
graph on page B-1 and substituting the following:
"On August 22, 1995, the Board of Directors amended
the Rights. The description and terms of the Rights are
set forth in a Rights Agreement, as amended (the "Rights
Agreement"), between the Company and Society National
Bank, successor to Ameritrust Company National Associa-
tion, as Rights Agent (the "Rights Agent")."
(b) by adding the following paragraph after the
fifth full paragraph on page B-2:
"Notwithstanding anything herein to the contrary,
none of Newco (as defined below), PSC (as defined below)
or any of their respective Affiliates and Associates (each
as defined in the Rights Agreement) is an "Acquiring Per-
son" and no "Shares Acquisition Date" or "Distribution
Date" has occurred or shall occur as a result of the
approval, execution or delivery of the Agreement and Plan
of Reorganization, by and among M-P New Co., a Delaware
corporation ("Newco"), Public Service Company of Colorado,
a Colorado corporation ("PSC"), and the Company, dated as
of August 22, 1995, or the transactions contemplated
thereunder."
(c) by deleting the last paragraph on page B-2 and
substituting the following:
"A copy of the Rights Agreement has been filed with
the Securities and Exchange Commission (the "Commission")
as an Exhibit to a Registration Statement or Form 8-A
dated July 23, 1991. A copy of Amendment No. 1 has been
filed with the Commission as an Exhibit to Form 8-A/A,
which amends the earlier Form 8-A. Copies of the Rights
Agreement and Amendment No. 1 thereto are available free
of charge from the Company. This summary description of
the Rights does not purport to be complete and is quali-
fied in its entirety by reference to the Rights Agreement,
as amended, which is hereby incorporated by reference."
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ARTICLE III
1. The term "Agreement" as used in the Rights
Agreement shall be deemed to refer to the Rights Agreement as
amended by this Amendment No. 1.
2. The foregoing amendments contained in Articles
I, II and III shall be effective as of the date hereof and,
except as set forth herein, the Rights Agreement shall remain
in full force and effect and shall be otherwise unaffected
hereby.
3. This Amendment No. 1 may be executed in two or
more counterparts each of which shall be deemed an original,
but all of which together shall constitute one and the same
instrument.
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IN WITNESS WHEREOF, the parties hereto have caused
this Amendment No. 1 to be duly executed, all as of the day and
year first above written.
SOUTHWESTERN PUBLIC SERVICE COMPANY
By: /s/ Bill D. Helton
------------------------------
Name: Bill D. Helton
Title: Chairman of the Board
and Chief Executive
Officer
SOCIETY NATIONAL BANK, successor to
Ameritrust Company National
Association, as Rights Agent
By: /s/ Mark Asbury
------------------------
Name: Mark Asbury
Title: Vice President
