-----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, KgHbvjGlb4gW7p3o3or+ZRG+CGRT7fMuWLrXhOr/ccvvkrGywMqLawq+EDOIFoHu AlEkoRYToFF2h5vWER3Rlw== 0001004858-99-000056.txt : 19990629 0001004858-99-000056.hdr.sgml : 19990629 ACCESSION NUMBER: 0001004858-99-000056 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990628 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW CENTURY ENERGIES INC CENTRAL INDEX KEY: 0001004858 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 841334327 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-12927 FILM NUMBER: 99653901 BUSINESS ADDRESS: STREET 1: 1225 17TH ST CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3035717511 MAIL ADDRESS: STREET 1: 1225 17TH ST CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PUBLIC SERVICE CO OF COLORADO CENTRAL INDEX KEY: 0000081018 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 840296600 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-03280 FILM NUMBER: 99653902 BUSINESS ADDRESS: STREET 1: 1225 17TH ST STE 900 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3035717511 MAIL ADDRESS: STREET 1: P O BOX 840 STE 300 CITY: DENVER STATE: CO ZIP: 80201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHWESTERN PUBLIC SERVICE CO CENTRAL INDEX KEY: 0000092521 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 750575400 STATE OF INCORPORATION: NM FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-03789 FILM NUMBER: 99653903 BUSINESS ADDRESS: STREET 1: SPS TOWER STREET 2: TYLER AT SIXTH ST CITY: AMARILLO STATE: TX ZIP: 79101 BUSINESS PHONE: 8063782121 MAIL ADDRESS: STREET 1: PO BOX 1261 CITY: AMARILLO STATE: TX ZIP: 79170 8-K 1 PRESS RELEASE SPECIAL SHAREHOLDER MEETINGS 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 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 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 -- 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. ### 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 -----END PRIVACY-ENHANCED MESSAGE-----