-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UF2TXUwOg+crfVrHEU+vEXHvFUwrrpVHP9pTiW9F/xibZlL6H4rRKmDcpbf5rl/S hes073tkwBQVOM93VLT4HA== 0001004858-97-000002.txt : 19970221 0001004858-97-000002.hdr.sgml : 19970221 ACCESSION NUMBER: 0001004858-97-000002 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970210 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW CENTURY ENERGIES INC CENTRAL INDEX KEY: 0001004858 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-64951 FILM NUMBER: 97522742 BUSINESS ADDRESS: STREET 1: 1225 17TH ST CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3032948989 MAIL ADDRESS: STREET 1: 1225 17TH ST CITY: DENVER STATE: CO ZIP: 80202 10-K 1 NCE 1996 FORM 10-K Form 10-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________________ to ________________ Commission file number 33-64951 NEW CENTURY ENERGIES, INC. (Exact name of registrant as specified in its charter) Delaware 84-1334327 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 1225 17th Street, Denver, Colorado 80202 (Address of principal executive offices) (Zip Code) Registrant's Telephone Number, including area code: (303) 571-7511 Securities Registered Pursuant to Section 12(b) of the Act: None Securities Registered Pursuant to Section 12 (g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] As of February 7, 1997, 200 shares of the Registrant's Common Stock, $1 par value (the only class of common stock), were issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the following documents, previously filed with the Securities and Exchange Commission (the "SEC") are incorporated by reference in Parts I, II, III and IV hereof. 1. Annual Report of Public Service Company of Colorado ("PSCo"), a Colorado corporation, on Form 10-K for the year ended December 31, 1995 (File No. 1-3280). 2. PSCo's 1996 Proxy Statement for the 1996 Annual Meeting of Shareholders. 3. Quarterly Reports of PSCo on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996 and September 30, 1996 (File No. 1-3280). 4. PSCo's Reports on Form 8-K dated, January 18, 1996, January 31, 1996 and May 21, 1996 (File No. 1-3280). 5. Annual Report of Southwestern Public Service Company ("SPS"), a New Mexico corporation, on Form 10-K for the year ended August 31,1996 (File No. 1-3789). 6. SPS's 1997 Proxy Statement for the 1997 Annual Meeting of Shareholders. 7. Quarterly Report of SPS on Form 10-Q for the quarter ended November 30, 1996 (File No. 1-3789). 8. SPS's Report on Form 8-K dated, October 11, 1996 (File No. 1-3789). 9. Registration Statement of New Century Energies, Inc. on Form S-4 under the Securities Act of 1933 (Joint Proxy Statement/Prospectus) (File No. 33-64951). TABLE OF CONTENTS PART I Item 1. Business.................................................. 1 Item 2. Properties................................................ 2 Item 3. Legal Proceedings......................................... 2 Item 4. Submission of Matters to a Vote of Security Holders....... 2 PART II Item 5. Market for Registrant's Common Equity and Related Stockholder Matters .................................... 2 Item 6. Selected Financial Data................................... 2 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations..................... 2 Item 8. Financial Statements and Supplementary Data............... 3 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure..................... 7 PART III Item 10. Directors and Executive Officers of the Registrant........ 7 Item 11. Executive Compensation.................................... 7 Item 12. Security Ownership of Certain Beneficial Owners and Management ............................................. 7 Item 13. Certain Relationships and Related Transactions............ 8 PART IV Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K ............................................... 8 Consent of Independent Public Accountants.......................... 9 Signatures......................................................... 10 PART I Item l. Business The Company New Century Energies, Inc. ("NCE") was incorporated under the laws of the State of Delaware on August 21, 1995 with 50% of its outstanding 200 shares of common stock, $1.00 par value, purchased by Public Service Company of Colorado ("PSCo") and 50% purchased by Southwestern Public Service Company ("SPS"). NCE, PSCo and SPS entered into an Agreement and Plan of Reorganization (the "Merger Agreement"), dated August 22, 1995, as amended on December 8, 1995, providing for a business combination as peer firms involving PSCo and SPS in a "merger of equals" transaction (the "Merger"). NCE will be a holding company registered under the Public Utility Holding Company Act of 1935, as amended. Accordingly, as part of the Merger, on January 30, 1996, NCE filed its application with the SEC to be a registered public utility holding company and the parent company for PSCo and SPS. Discussions with the SEC have been held and will continue, as needed, in an effort to expedite their approval. The Merger is expected to occur shortly after all of the conditions to the consummation of the Merger, including applicable regulatory approvals, are met or waived. It is expected that the Merger will be completed during the spring of 1997; however, the timing of the effective date of the Merger is primarily dependent upon the regulatory process as described below. Under the terms of the Merger Agreement, NCE will form PSCo Merger Corp., which will be merged with and into PSCo and NCE will form SPS Merger Corp., which will be merged with and into SPS. PSCo and SPS will be the surviving corporations and will become wholly-owned subsidiaries of NCE. Each share of NCE common stock issued and outstanding immediately prior to the effective time of the Merger will be canceled, and no consideration shall be delivered in exchange for such stock. Each outstanding share of PSCo common stock, par value $5.00 per share, will be canceled and converted into the right to receive one share of NCE common stock and each outstanding share of SPS common stock, $1.00 par value, will be canceled and converted into the right to receive 0.95 of one share of NCE common stock. At December 31, 1996, PSCo had 64.8 million common shares outstanding and SPS had 40.9 million common shares outstanding. Based on such capitalization, the Merger would result in the common shareholders of PSCo owning 63% of the common equity of NCE and the common shareholders of SPS owning 37% of the common equity of NCE. NCE filed a registration statement on Form S-4 with the SEC which became effective on December 13, 1995 with respect to the shares of common stock of NCE issuable in the mergers discussed above. On January 31, 1996, the shareholders of PSCo and SPS approved the Merger Agreement. The Merger is subject to customary closing conditions, including the receipt of all necessary governmental approvals and the making of all necessary governmental filings, including approvals and findings of state utility regulators in Colorado, Texas, New Mexico, Wyoming and Kansas, as well as the approval of the Federal Energy Regulatory Commission ("FERC"), the Nuclear Regulatory Commission ("NRC"), the Securities and Exchange Commission ("SEC"), the Federal Trade Commission and the U.S. Department of Justice ("DOJ") in addition to the expiration or termination of the applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("HSR"), as amended. The required authorizations from the Public Utilities Commission of the State of Colorado, the Public Utility Commission of Texas, the Public Service Commission of Wyoming, the New Mexico Public Utility Commission, the Kansas Corporation Commission, the NRC and the DOJ have been obtained and the waiting period under the HSR Act has expired. Related to FERC approval, hearings were held in late September 1996 and a non-unanimous settlement agreement was reached. On January 23, 1997, the sole party opposing the settlement agreement filed a notice with the FERC withdrawing all of its pleadings. PSCo and SPS have 1 requested that the FERC give the matter expedited consideration, and accordingly a final FERC order is expected shortly. The Company expects that the SEC will make its ruling on the Merger within 30-60 days following the FERC decision. The corporate offices of NCE will be located in Denver, Colorado with significant operating functions based in Amarillo, Texas. NCE's Board of Directors will consist of a total of 14 directors, eight of whom will be designated by PSCo and six of whom will be designated by SPS. NCE currently engages in no significant operations other than the organization of the proposed public utility holding company. Descriptions of the businesses of PSCo and SPS are contained in their reports under Section 13 or 15(d) of the Securities and Exchange Act of 1934 (the "1934 Act Reports") incorporated herein by reference. Item 2. Properties None. Item 3. Legal Proceedings None. Item 4. Submission of Matters to a Vote of Security Holders None. PART II Item 5. Market for Registrant's Common Equity and Related Stockholder Matters NCE's common stock has not been and, until the effectiveness of the Merger will not be, traded on any public market. Upon consummation of the Merger the common stock of NCE will be listed on the New York Stock Exchange, Inc. At December 31, 1996, 200 shares of NCE common stock were issued and outstanding. Item 6. Selected Financial Data See Item 8. Financial Statements and Supplementary Data. Additionally, reference is made to the selected financial data of PSCo and SPS contained in their respective 1934 Act Reports, incorporated herein by reference. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations NCE engages in no significant operations other than the organization of the proposed public utility holding company. See Item 1. Business and Item 8. Financial Statements and Supplementary Data. 2 Item 8. Financial Statements and Supplementary Data Report of Independent Public Accountants TO NEW CENTURY ENERGIES, INC. We have audited the accompanying balance sheets of New Century Energies, Inc. (a Delaware corporation) as of December 31, 1996 and 1995. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the balance sheets are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the balance sheets. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the balance sheets referred to above present fairly, in all material respects, the financial position of New Century Energies, Inc. as of December 31, 1996 and 1995, in conformity with generally accepted accounting principles. ARTHUR ANDERSEN LLP Denver, Colorado February 6, 1997 3 NEW CENTURY ENERGIES, INC. BALANCE SHEETS At December 31, 1996 and 1995 ASSETS 1996 1995 ---- ---- Cash................................................. $ - $ 200 Receivable from shareholder (Note 2).................. 200 - -------- -------- Total assets.................................... $ 200 $ 200 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities........................................... $ - $ - Shareholders' equity - Common Stock, $1.00 par value (Note 1): 260,000,000 shares authorized; 200 shares issued and outstanding................. 200 200 Preferred Stock, $1.00 par value: 20,000,000 shares authorized; No shares issued or outstanding................... - - -------- -------- Total liabilities and shareholders' equity...... $ 200 $ 200 ======== ======== The accompanying notes are an integral part of these balance sheets. 4 NEW CENTURY ENERGIES, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1996 1. Formation and Organization New Century Energies, Inc. ("NCE") was incorporated under the laws of the State of Delaware on August 21, 1995 with 50% of its outstanding 200 shares of common stock, $1.00 par value, purchased by Public Service Company of Colorado ("PSCo") and 50% purchased by Southwestern Public Service Company ("SPS"). NCE, PSCo and SPS entered into an Agreement and Plan of Reorganization (the "Merger Agreement"), dated August 22, 1995, as amended on December 8, 1995, providing for a business combination as peer firms involving PSCo and SPS in a "merger of equals" transaction (the "Merger"). NCE will be a holding company registered under the Public Utility Holding Company Act of 1935, as amended. Accordingly, as part of the Merger, on January 30, 1996, NCE filed its application with the SEC to be a registered public utility holding company and the parent company for PSCo and SPS. Discussions with the SEC have been held and will continue, as needed, in an effort to expedite their approval. The Merger is expected to occur shortly after all of the conditions to the consummation of the Merger, including applicable regulatory approvals, are met or waived. It is expected that the Merger will be completed during the spring of 1997; however, the timing of the effective date of the Merger is primarily dependent upon the regulatory process as described below. Under the terms of the Merger Agreement, NCE will form PSCo Merger Corp., which will be merged with and into PSCo and NCE will form SPS Merger Corp., which will be merged with and into SPS. PSCo and SPS will be the surviving corporations and will become wholly-owned subsidiaries of NCE. Each share of NCE common stock issued and outstanding immediately prior to the effective time of the Merger will be canceled, and no consideration shall be delivered in exchange for such stock. Each outstanding share of PSCo common stock, par value $5.00 per share, will be canceled and converted into the right to receive one share of NCE common stock and each outstanding share of SPS common stock, $1.00 par value, will be canceled and converted into the right to receive 0.95 of one share of NCE common stock. At December 31, 1996, PSCo had 64.8 million common shares outstanding and SPS had 40.9 million common shares outstanding. Based on such capitalization, the Merger would result in the common shareholders of PSCo owning 63% of the common equity of NCE and the common shareholders of SPS owning 37% of the common equity of NCE. NCE filed a registration statement on Form S-4 with the SEC which became effective on December 13, 1995 with respect to the shares of common stock of NCE issuable in the mergers discussed above. On January 31, 1996, the shareholders of PSCo and SPS approved the Merger Agreement. As noted above, the Merger is subject to customary closing conditions, including the receipt of all necessary governmental approvals and the making of all necessary governmental filings, including approvals and findings of state utility regulators in Colorado, Texas, New Mexico, Wyoming and Kansas, as well as the approval of the Federal Energy Regulatory Commission ("FERC"), the Nuclear Regulatory Commission ("NRC"), the Securities and Exchange Commission ("SEC"), the Federal Trade Commission and the U.S. Department of Justice ("DOJ") in addition to the expiration or termination of the applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("HSR"), as amended. The required authorizations from the Public Utilities Commission of the State of Colorado, the Public Utility Commission of Texas, the Public Service Commission of Wyoming, the New Mexico Public Utility Commission, the Kansas Corporation Commission, the NRC and the DOJ have been obtained. The waiting period under the HSR Act has expired. Related to FERC approval, hearings were held in late September 1996 and a non-unanimous settlement agreement was reached. On January 23, 1997, the sole party opposing the settlement agreement filed a notice with the FERC withdrawing all of its pleadings. PSCo and SPS have requested that the FERC give the matter expedited consideration, and accordingly a final FERC order is expected shortly. The Company expects that the SEC will make its ruling on the Merger within 30-60 days following the FERC decision. 5 The corporate offices of NCE will be located in Denver, Colorado with significant operating functions based in Amarillo, Texas. NCE's Board of Directors will consist of a total of 14 directors, eight of whom will be designated by PSCo and six of whom will be designated by SPS. NCE currently engages in no significant operations other than the organization of the proposed public utility holding company. Descriptions of the businesses of PSCo and SPS are contained in their reports under Section 13 or 15(d) of the Securities and Exchange Act of 1934 (the "1934 Act Reports") incorporated herein by reference. 2. Related Party Transactions PSCo and SPS have incurred all costs related to the formation of NCE, including those costs associated with the registration of NCE's common stock and its application to be a registered public utility holding company. Such costs, approximately $2.0 and $1.5 million in 1996 and 1995, respectively, were not charged to NCE. Accordingly, the Company has no operating or cash flow activities to report in statements of income or statements of cash flows for the year ended December 31, 1996 and for the period from inception (August 22, 1995) to December 31, 1995. The cash held by NCE at December 31, 1995 was deposited into a PSCo bank account during the first quarter of 1996 and, accordingly, NCE has recognized this amount as a receivable from shareholder at December 31, 1996. 6 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. PART III Item 10. Directors and Executive Officers of the Registrant Doyle R. Bunch II Age 50 Mr. Bunch has been the Executive Vice Chairman of the Board President of SPS since September 1987. Mr. and Secretary Bunch held the position of Financial Vice President from April 1986 to September 1987. He also served as Secretary from July 1979 to January 1988. Mr. Bunch served as Treasurer from September 1979 to April 1986. He received his B.B.A in Accounting from Texas Tech University and is a Certified Public Accountant. Richard C. Kelly Age 50 Mr. Kelly has been Senior Vice President, Director, President and Finance of PSCo since January 1990 and became Treasurer Treasurer in June 1994. He has served as Director of WestGas InterState, Inc., Cheyenne Light, Fuel & Power Co., Green and Clear Lakes Company and 1480 Welton, Inc., all wholly-owned subsidiaries of PSCo; since April 1993, March 1990, December 1990 and March 1989, respectively, and as Treasurer since July 1994. Mr. Kelly serves as Director, Vice President and Treasurer of e prime, inc., also a wholly-owned subsidiary of PSCo and Young Gas Storage Company, a wholly-owned subsidiary of e-prime, inc.; since January 1995 and June 1995, respectively. In September 1996, Mr. Kelly was elected to serve as Director of Texas-Ohio Gas, Inc. and Texas-Ohio Pipeline Inc., both wholly-owned subsidiaries of e prime, inc. PSCo additionally has two wholly-owned subsidiaries, PS Colorado Credit Corporation, a finance company with the primary purpose of financing certain of PSCo's current assets, and PSR Investment, Inc. that owns and manages life insurance policies for which Mr. Kelly has served as Director and Vice President since March 1987 and September 1986, respectively. Mr. Bunch and Mr. Kelly were each elected to serve in the offices as listed above by the Board of Directors of NCE on September 16, 1996. Mr. Bunch and Mr. Kelly will hold each office until a successor for such offices shall have been appointed and shall have qualified. There were no directors, officers or beneficial owner of more than ten percent of any class of equity securities who failed to file Forms 3, 4 or 5 on a timely basis. There are no contracts of employment or similar arrangements between NCE and Mr. Bunch or Mr. Kelly and they will serve in their respective offices until the Merger is effected and new officers are elected as provided in the Merger Agreement. Item 11. Executive Compensation None. Item 12. Security Ownership of Certain Beneficial Owners and Management The Directors and named Executive Officers do not own any shares of NCE. 7 Item 13. Certain Relationships and Related Transactions See Note 2. Related Party Transactions in Item 8. Financial Statements and Supplementary Data. PART IV Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K (a) Financial Statements, Financial Statement Schedules, and Exhibits. Page ---- 1. Financial Statements: Report of Independent Public Accountants............................... 3 Balance Sheets at December 31, 1996 and 1995 .......................... 4 Notes to Financial Statements.......................................... 5 The unaudited pro forma combined balance sheet and statements of income for NCE are incorporated herein by reference to the Registration Statement of NCE on Form S-4 (File No. 33-64951) and SPS's 1996 Annual Report on Form 10-K (File No. 1-3789) 2. Financial Statement Schedules: None. 3. Exhibits: 2(a) Merger Agreement and Plan of Reorganization dated August 22, 1995, as amended on December 8, 1995 (incorporated by reference to Form S-4, File No. 33-64951). 3(a) Restated Certificate of Incorporation of New Century Energies, Inc. (incorporated by reference to Annex VIII of Form S-4, File No. 33-64951). 3(b) Restated Bylaws of New Century Energies, Inc. (incorporated by reference to Annex IX of Form S-4, File No. 33-64951). *10(a)Form of Employment Agreement between New Century Energies, Inc. and Bill D. Helton (incorporated by reference to Annex VI of Form S-4, File No. 33-64951). *10(b)Form of Employment Agreement between New Century Energies, Inc. and Wayne H. Brunetti (incorporated by reference to Annex VII of Form S-4, File No. 33-64951). 23 The Consent of Arthur Andersen LLP is set forth at page 9 herein. 27 Financial Data Schedule UT (b) No reports on Form 8-K were filed during 1996 by the Registrant. - -------------- * Required to be filed as an Exhibit to this Form 10-K by Item 14(c) hereof. 8 EXHIBIT 23 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Form 10-K of our report dated December 11, 1995, covering the New Century Energies, Inc. balance sheet as of October 31, 1995, included in the Form S-4 Joint Proxy Statement/Prospectus Registration Statement of New Century Energies, Inc. File No. 33-64951. ARTHUR ANDERSEN LLP Denver, Colorado February 6, 1997 9 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, New Century Energies, Inc. duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized on the 10th day of February, 1997. NEW CENTURY ENERGIES, INC. By /s/R. C. Kelly --------------------------------- R. C. KELLY Director, President and Treasurer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of New Century Energies, Inc. in the capacities and on the date indicated. Signature Title Date - -------------------------------------------------------------------------------- /s/Doyle R. Bunch II ____________________________ Principal Executive Officer February 10, 1997 Doyle R. Bunch II Chairman of the Board and Secretary /s/R. C. Kelly ____________________________ Principal Financial Officer February 10, 1997 R. C. Kelly Director, President and Treasurer 10 EX-27 2
UT THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM NEW CENTURY ENERGIES, INC. BALANCE SHEET AS OF DECEMBER 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1 12-MOS DEC-31-1996 DEC-31-1996 PER-BOOK 0 0 200 0 0 200 200 0 0 200 0 0 0 0 0 0 0 0 0 0 0 200 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
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