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) January 31, 1996
____________________
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 of (I.R.S. Employer
incorporation) Identification No.)
Tyler at Sixth, Amarillo, Texas 79101
(Address of principal executive offices) (Zip code)
(806) 378-2121
(Registrant's telephone number, including area code)
____________________
NOT APPLICABLE
_____________________________________________________________
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On January 31, 1996, the Annual Meeting of Shareholders of
Southwestern Public Service Company ("SPS") was held. At the meeting, the
holders of SPS common stock re-elected the four directors of the 12-member
board who were standing for re-election, approved an amendment to the SPS
Restated Articles of Incorporation to provide for a new class of 10 million
shares of preferred stock, $1 par value, which may be issued in series with
such terms and conditions as may be set by SPS's board and approved an
agreement and plan of reorganization, as amended (the "Merger Agreement").
At a separate meeting, the holders of Public Service Company of
Colorado ("PSCo") common stock and PSCo preferred stock also approved the
Merger Agreement. Pursuant to such Merger Agreement, the holders of SPS
common stock and PSCo common stock will become holders of common stock of
New Century Energies, Inc. ("NCE"), upon the completion of the mergers of
two wholly-owned subsidiaries of NCE into SPS and PSCo, respectively (the
"Merger").
The Merger is subject to, among other things, the receipt of
all necessary governmental approvals. Applications to the state regulatory
commissions in Texas, Colorado, New Mexico, Wyoming and Kansas, the Federal
Energy Regulatory Commission, and the Securities and Exchange Commission
under the 1935 Act have been filed and, on November 28, 1995, the Kansas
Corporation Commission issued an order granting SPS's request for authority
for the issuance of common stock to NCE pursuant to the Merger Agreement.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS. The following exhibits are filed herewith:
99 Press Release, dated January 31, 1996, of Southwestern
Public Service Company.
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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 thereunto duly authorized.
SOUTHWESTERN PUBLIC SERVICE COMPANY
(Registrant)
/s/Doyle R. Bunch II
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Name: Doyle R. Bunch II
Title: Executive Vice President,
Accounting and Corporate
Development
DATE: February 2, 1996
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EXHIBIT INDEX
Exhibit
Number
99 Press Release, dated January 31, 1996, of Southwestern
Public Service Company.
EXHIBIT 99
SPS and PSCo Shareholders Approve Merger
To Create New Century Energies, Inc.
AMARILLO, TEXAS -- Shareholders of Southwestern Public Service Company
(NYSE:SPS) today approved the proposed merger of the utility with Public
Service Company of Colorado (NYSE:PSR) to create a holding company called
New Century Energies, Inc.
Public Service Company of Colorado announced today that its
shareholders also approved the merger.
More than 74 percent of the outstanding shares of SPS common
stock were voted for the merger at the company's annual meeting in
Amarillo, Texas. More than 72 percent of the combined outstanding shares
of PSCo's common and preferred stock were voted for the merger at a special
shareholders meeting in Denver, Colorado. At each company, an affirmative
vote of two-thirds of the outstanding shares was required for approval.
"Our shareholders understand the changes under way within our
industry," said SPS Chairman and Chief Executive Officer Bill D. Helton.
"The vote today signals their desire to see that our two firms join to
create a strong and innovative company that can succeed in the more
competitive utility industry that is quickly developing."
"There are significant benefits in this merger for our
customers, as well," Helton said. "Customers will share in the
efficiencies the merger will create, through continued quality service and
future electric rates that will be lower than they would be otherwise. We
are now focused on the state and federal regulatory approvals necessary as
we work toward our targeted completion date of fall 1996."
New Century Energies will become the parent company of SPS and
PSCo, which will maintain their separate identities and continue to serve
customers in their respective service areas. New Century Energies will be
headquartered in Denver, although significant operations of the holding
company will be in Amarillo. Amarillo and Denver will remain the
headquarters of SPS and PSCo, respectively.
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Also at the SPS annual meeting, shareholders re-elected all
four directors of the 12-member board who were standing for re-election
this year: Chairman Bill D. Helton; Danny H. Conklin, petroleum geologist
and partner in Philcon Development Co. of Amarillo, Texas; R.R.
Hemminghaus, chairman, chief executive officer and president of Diamond
Shamrock, Inc., of San Antonio, Texas; and Don Maddox, an attorney and
director of the Maddox Law Firm, P.C., of Hobbs, N.M.
SPS shareholders also approved an amendment to the Restated
Articles of Incorporation of SPS to provide for a new class of 10 million
shares of preferred stock, $1 par value, which may be issued in series with
such terms and conditions as may be set by SPS's board. SPS currently has
no outstanding preferred stock.
Southwestern Public Service Company provides electric service
to a population of about one million people in a 52,000-square-mile area
covering eastern and southeastern New Mexico, the South Plains and
Panhandle of Texas, the Oklahoma Panhandle and southwestern Kansas.
Through its Utility Engineering Corporation and Quixx Corporation
subsidiaries, the company also provides engineering and construction
management services to a variety of industries and invests in non-utility
power generation projects. Corporate headquarters is in Amarillo, Texas.
Public Service Company of Colorado is an electric, natural gas
and thermal energy utility, which serves a 32,000-square-mile area and a
population of approximately 2.8 million people in Colorado and the
Cheyenne, Wyo. area.
