8-K 1 a08-21163_18k.htm 8-K

 

 

UNITED STATES

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 6, 2008

 

Public Service Company of Colorado

(Exact Name of Registrant as Specified in Charter)

 

Colorado

(State or Other Jurisdiction of Incorporation)

 

001-3280

 

84-0296600

(Commission File Number)

 

(IRS Employer 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

 

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


 

Item 1.01.  Entry into a Material Definitive Agreement

 

Item 8.01.  Other Events

 

On August 6, 2008, Public Service Company of Colorado, a Colorado corporation (the “Company”), sold $300,000,000 in aggregate principal amount of the Company’s 5.80% First Mortgage Bonds, Series No. 18 due 2018 and $300,000,000 in aggregate principal amount of the Company’s 6.50% First Mortgage Bonds, Series No. 19 due 2038 (the “Bonds”) pursuant to an Underwriting Agreement by and between the Company and Lehman Brothers Inc. and Goldman, Sachs & Co., as representatives of the underwriters named therein.  The Bonds are being issued pursuant to the registration statement on Form S-3 (File No. 333-141416) (the “Registration Statement”).  A prospectus supplement relating to the offering and sale of the Bonds was filed with the Securities and Exchange Commission on August 8, 2008.  The Bonds will be governed by the Company’s Indenture, dated October 1, 1993, as amended and supplemented, by and between the Company and U.S. Bank Trust National Association, as successor trustee (the “Trustee”), and the  Supplemental Indenture dated as of August 1, 2008 by and between the Company and the Trustee.

 

This Current Report on Form 8-K is being filed to report as exhibits certain documents in connection with that offering and sale for incorporation by reference into the Registration Statement.

 

Item 9.01  Financial Statements and Exhibits

 

(d)  Exhibits

 

Exhibit No.

 

Description

 

 

 

1.01

 

Underwriting Agreement dated August 6, 2008 between Public Service Company of Colorado and Lehman Brothers Inc. and Goldman, Sachs & Co., as representatives of the Underwriters named therein, relating to $300,000,000 principal amount of 5.80% First Mortgage Bonds, Series No. 18 due 2018 and $300,000,000 principal amount of 6.50% First Mortgage Bonds, Series No. 19 due 2038.

 

 

 

4.01

 

Supplemental Indenture dated as of August 1, 2008 between Public Service Company of Colorado and U.S. Bank Trust National Association, as successor Trustee, creating $300,000,000 principal amount of 5.80% First Mortgage Bonds, Series No. 18 due 2018 and $300,000,000 principal amount of 6.50% First Mortgage Bonds, Series No. 19 due 2038.

 

 

 

5.01

 

Opinion of Jones Day regarding the validity of certain securities.

 

 

 

5.02

 

Opinion of James L. Altman regarding the validity of certain securities.

 

 

 

5.03

 

Opinion of Faegre & Benson LLP regarding the validity of certain securities.

 

 

 

12.01

 

Statement of computation of ratio of earnings to fixed charges.

 

2


 

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.

 

 

Public Service Company of Colorado

 

(a Colorado Corporation)

 

 

 

 

 

By:

  /s/ George E. Tyson II

 

  Name:

George E. Tyson II

 

  Title:

Vice President and Treasurer

 

 

Dated:   August 12, 2008

 

 


 

EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

1.01

 

Underwriting Agreement dated August 6, 2008 between Public Service Company of Colorado and Lehman Brothers Inc. and Goldman, Sachs & Co., as representatives of the Underwriters named therein, relating to $300,000,000 principal amount of 5.80% First Mortgage Bonds, Series No. 18 due 2018 and $300,000,000 principal amount of 6.50% First Mortgage Bonds, Series No. 19 due 2038.

 

 

 

4.01

 

Supplemental Indenture dated as of August 1, 2008 between Public Service Company of Colorado and U.S. Bank Trust National Association, as successor Trustee, creating $300,000,000 principal amount of 5.80% First Mortgage Bonds, Series No. 18 due 2018 and $300,000,000 principal amount of 6.50% First Mortgage Bonds, Series No. 19 due 2038.

 

 

 

5.01

 

Opinion of Jones Day regarding the validity of certain securities.

 

 

 

5.02

 

Opinion of James L. Altman regarding the validity of certain securities.

 

 

 

5.03

 

Opinion of Faegre & Benson LLP regarding the validity of certain securities.

 

 

 

12.01

 

Statement of computation of ratio of earnings to fixed charges.