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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) August 22, 1995
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SOUTHWESTERN PUBLIC SERVICE COMPANY
(Exact name of registrant as specified in its charter)
1-3789
(Commission file number)
New Mexico 75-0575400
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
Tyler at Sixth, Amarillo, Texas 79101
(Address of principal executive (Zip code)
offices)
(806) 378-2121
(Registrant's telephone number, including area code)
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NOT APPLICABLE
(Former name or former address, if changed since last report)
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Item 5. Other Events.
On August 22, 1995, the Board of Directors of South-
western Public Service Company (the "Company") adopted and
approved the execution of Amendment No. 1, 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 Association, as Rights Agent (the
"Rights Agreement" and the rights issuable thereunder, the
"Rights"). Amendment No. 1 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. Amendment No. 1 amends the Rights Agreement to
provide that none of Newco, PSC or any of their respective
affiliates and associates shall be considered an Acquiring Per-
son under the Rights Agreement 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 copy of Amendment No. 1 to the Rights Agreement is
attached hereto as Exhibit 4 and is incorporated herein by
reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits: The following exhibit is filed herewith:
4 Amendment No. 1, dated as of August 22, 1995,
to the Rights Agreement, dated as of July 21,
1995, by and between Southwestern Public Ser-
vice Company and Society National Bank, succes-
sor to Ameritrust Company National Association.
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SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned hereunto
duly authorized.
SOUTHWESTERN PUBLIC SERVICE COMPANY
(registrant)
By /s/ Bill D. Helton
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Name: Bill D. Helton
Title: Chairman of the Board
and Chief Executive
Officer
Date: August 30, 1995
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EXHIBIT INDEX
Exhibit
Number Description
4 Amendment No. 1, dated as of August 22,
1995, to the Rights Agreement, dated as of
July 23, 1991, by and between Southwestern
Public Service Company and Society
National Bank, successor to Ameritrust
Company National Association.
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
