-----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, Lqwg+BNqOjPv9fKCjjtPRSzBWTy7yOssH7luYNY0/FBOxOl9g7zviW4L/FpZzzz4 4f/hvodNk3dP8FINn6A8dg== 0000092521-96-000004.txt : 19960124 0000092521-96-000004.hdr.sgml : 19960124 ACCESSION NUMBER: 0000092521-96-000004 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950831 FILED AS OF DATE: 19960123 SROS: CSX SROS: NYSE SROS: PSE 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: 0831 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03789 FILM NUMBER: 96506150 BUSINESS ADDRESS: STREET 1: SPS TOWER STREET 2: TYLER AT SIXTH ST CITY: AMARILLO STATE: TX ZIP: 79170 BUSINESS PHONE: 8063782121 MAIL ADDRESS: STREET 1: PO BOX 1261 CITY: AMARILLO STATE: TX ZIP: 79170 11-K 1 United States Securities and Exchange Commission Washington, D.C. 20549 FORM 11-K (Mark One) X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] for the fiscal year ended August 31, 1995 OR TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] for the transition period from __________________________ to __________________________ Commission file number 1-3789 A. Full title of plan: Employee Investment Plan and Trust B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: Southwestern Public Service Company Tyler at Sixth, Amarillo, Texas 79101 INDEPENDENT AUDITORS' REPORT To the Administrative Committee Southwestern Public Service Company Employee Investment Plan and Trust: We have audited the accompanying statements of net assets available for benefits of the Southwestern Public Service Company Employee Investment Plan and Trust (formerly Southwestern Public Service Company Tax Benefit Plan and Trust) (the "Plan") as of August 31, 1995 and 1994, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan'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 financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. 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, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of August 31, 1995 and 1994, and the changes in net assets available for benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedules, Item 27a - Schedule of Assets Held for Investment Purposes as of August 31, 1995, and Item 27d - Schedule of Reportable Transactions for the year ended August 31, 1995, are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. Such supplemental schedules have been subjected to the auditing procedures applied in our audit of the basic financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. DELOITTE & TOUCHE LLP October 27, 1995
SOUTHWESTERN PUBLIC SERVICE COMPANY EMPLOYEE INVESTMENT PLAN AND TRUST STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS AUGUST 31, 1995 AND 1994 ASSETS 1995 1994 INVESTMENTS AT FAIR VALUE: Southwestern Public Service Company Common Stock $64,632,180 $32,620,608 Boatmen's Short-Term Investment Fund 989,218 Shares of registered investment companies: Fidelity Value Fund 241,341 T Rowe Price International Stock Fund 95,849 Strong Government Securities Fund 60,276 66,018,864 32,620,608 RECEIVABLES: Employer's contributions 278,758 205,437 Participants' contributions 297,682 482,602 Accrued interest and dividends 1,190,661 670,704 1,767,101 1,358,743 CASH 2,931 Total assets 67,788,896 33,979,351 LIABILITIES BANK OVERDRAFT 105 NET ASSETS AVAILABLE FOR BENEFITS $67,788,896 $33,979,246 See notes to financial statements.
SOUTHWESTERN PUBLIC SERVICE COMPANY EMPLOYEE INVESTMENT PLAN AND TRUST STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEARS ENDED AUGUST 31, 1995 AND 1994 1995 1994 ADDITIONS: Additions to net assets attributed to: Investment income: Net appreciation (depreciation) in fair value of investments $ 4,948,819 $(4,414,960) Interest 44,488 Dividends 4,189,784 2,548,004 9,183,091 (1,866,956) Contributions: Employer's contributions 1,147,087 205,437 Participants' contributions 4,251,646 3,215,576 Rollover contributions 7,118 5,405,851 3,421,013 Total additions 14,588,942 1,554,057 DEDUCTIONS: Deductions from net assets attributed to: Distributions to participants 2,852,575 2,071,130 Dividends paid to participants 1,738,747 Total deductions 4,591,322 2,071,130 EXCESS (DEFICIENCY) OF ADDITIONS OVER DEDUCTIONS 9,997,620 (517,073) TRANSFER OF NET ASSETS FROM EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST 23,812,030 NET INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR BENEFITS 33,809,650 (517,073) NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 33,979,246 34,496,319 End of year $67,788,896 $33,979,246 See notes to financial statements.
SOUTHWESTERN PUBLIC SERVICE COMPANY EMPLOYEE INVESTMENT PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS YEARS ENDED AUGUST 31, 1995 AND 1994 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Plan Merger - The plan sponsor, Southwestern Public Service Company (the "Company" or "Employer") merged the Southwestern Public Service Company Employee Stock Ownership Plan and Trust (the "ESOP") into the Southwestern Public Service Company Tax Benefit Plan and Trust (the "Tax Benefit Plan") effective March 1, 1995, and renamed the combined plans the Southwestern Public Service Company Employee Investment Plan and Trust (the "Plan"). Accordingly, the statement of changes in net assets available for benefits for the year ended August 31, 1995, reflects the transfer of the ESOP's assets to effect the merger. Basis of Presentation - The accompanying financial statements of the Plan (formerly Southwestern Public Service Company Tax Benefit Plan and Trust) have been prepared on the accrual basis of accounting. Investments - The Plan's investments are stated at fair value. Shares of registered investment companies are valued at quoted market prices, which represent the net asset value of shares held by the Plan at year- end. The Company common stock is valued at its quoted market price. The change in the difference between fair value and the cost of investments, including realized gains or losses, is reflected in the statement of changes in net assets available for benefits as net appreciation (depreciation) in fair value of investments during the year. Securities transactions are recognized on the trade date (the date the order to buy or sell is executed). Dividend income is recorded on the ex-dividend date. In addition to participant and Employer matching contributions directed to the Boatmen's Short-Term Investment Fund, this fund also includes uninvested participant and Employer matching contributions and undistributed dividends (see Note 3). Trust Management - Boatmen's National Bank of Amarillo (the "Trustee") manages the assets of the Plan under the terms of a trust agreement. 2. DESCRIPTION OF THE PLAN The following brief description of the Plan is provided for general information only. Participants should refer to the Plan Agreement for more complete information. General - The Plan is a defined contribution plan established to provide eligible employees who elect to participate in the savings portion of the Plan an opportunity to save by having a portion of their pretax compensation deferred and contributed to the Plan, and to provide all eligible employees with an opportunity to accumulate capital ownership in the Company. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974. The Plan is administered by an Administrative Committee appointed by the Company's Board of Directors. Participation - Any eligible employee who was a participant in the ESOP or Tax Benefit Plan prior to the effective date of this Plan (March 1, 1995) is a participant in this Plan as of the effective date. After March 1, 1995, employees shall be eligible to participate in the Plan on the June 1, September 1, December 1 or March 1 following the date the employee completes one year of service. Contributions - The Company, at its discretion, may make matching and/or additional contributions to the Plan each Plan Quarter in cash or shares of the Company's common stock. However, the Employer's contributions for any year, including payment of related administrative and investment expenses, cannot exceed the amount of federal income tax benefit to the Company resulting from the deduction for cash dividends paid on shares of Company common stock owned by the Plan and the additional tax benefit resulting from the Employer's contribution to the Plan. For the six-month period ended March 1, 1995, the Company contributed to the Plan 25% of the maximum contribution, reduced by combined administrative and investment expenses of the Tax Benefit Plan and the ESOP of approximately $160,000. The remaining 75% was contributed to the ESOP. For the six-month period ended August 31, 1995, the Company contributed to the Plan the maximum contribution, reduced by administrative and investment expenses of approximately $146,000, as salary match, deferral match and optional employer contributions. Contributions by employees are limited to 15% of base salary. Under the Tax Benefit Plan provisions, all contributions were invested in shares of the Company common stock. Effective March 1, 1995, participants may elect to have 25% of their contributions and Company matching contributions, invested among the following investment options: Fidelity Value Fund, T Rowe Price International Stock Fund, Strong Government Securities Fund and Boatmen's Short-Term Investment Fund. If participants do not elect one of the aforementioned investment options, all of their contributions and matching contributions are invested in shares of the Company's common stock. Annual additions to a participant's account may not exceed the lesser of 25% of the participant's compensation for the year or $30,000. Vesting - Employees are fully vested in their contributions and are fully vested in their pro rata share of the Employer's contributions. Distributions - The Plan provides that, upon termination of employment for any reason, distributions of benefits to participants which are less than $3,500 are to be made within a reasonable time following termination, generally not to exceed 60 days following the close of the plan year in which such termination occurs. Distributions of benefits to participants which exceed $3,500 are generally made when the participant reaches age 65. However, terminated participants may provide a written request to the Administrative Committee to receive benefits at an earlier date. Distributions are made in full shares of Company common stock and cash for any partial shares. The balance of the account is paid in cash. The Plan provides for hardship withdrawals under certain conditions. Amounts due to previous participants of the Plan as of August 31, 1995, included 16,148 shares, representing a year-end market value of approximately $486,000. Allocations - The Employer deferral match and optional contributions are allocated in the proportion each participant's contribution to the Plan bears to the contributions of all participants. The Employer salary match is allocated in the proportion each participant's salary bears to the salaries of all participants. Termination of the Plan - The Plan may be terminated at any time by the Employer. In the event of termination, the Plan's Administrative Committee shall direct the Trustee to distribute the assets remaining in the Plan to participants and beneficiaries in proportion to their respective account balances. The Employer has no intentions of terminating the Plan. Administrative and Investment Expenses - The Plan provides that administrative expenses may be paid by the Plan; however, administrative expenses and fees incurred in connection with the investment of funds for the Plan have been paid by the Company in 1995 and 1994, and such amounts have reduced the amount of the Employer contribution to the Plan. Included in that amount are reimbursements of certain personnel-related expenses incurred by the Company. 3. DIVIDENDS PAYABLE In accordance with plan provisions, dividends received on shares of Company stock are distributed to participants in the course of six biweekly pay periods beginning one month after the dividends are received. For dividends declared May 31, 1995, and received by the Plan on June 1, 1995, the amount due to participants as of August 31, 1995, was approximately $578,000. Dividends declared on August 31, 1995, but not received by the Plan until after year-end, were approximately $1,185,000, and are also due to participants and will be distributed in accordance with the Plan provisions. 4. FEDERAL INCOME TAXES The Tax Benefit Plan and the ESOP received favorable determination letters dated July 25, 1995, and August 24, 1995, respectively, covering all amendments made to the plans before the merger. A determination letter request for the Plan was filed subsequent to year-end with the Internal Revenue Service to cover the Plan merger and a recent plan amendment (see Note 5). However, in the opinion of the plan administrator, the Plan and its underlying trust is designed and is currently being operated in compliance with the applicable requirements of the Internal Revenue Code. 5. PLAN AMENDMENTS The Plan will be amended from time to time, as required, to comply with legal requirements upon the advice of the Plan's legal counsel. Other amendments may be necessary to ensure that the Plan is appropriate within the industry and community. The Plan adopted an amendment subsequent to year-end to conform with legal requirements. 6. FUND INFORMATION Participant contributions, distributions to participants, net appreciation (depreciation) in fair value of investments and dividend income by fund are as follows for the years ended August 31, 1995 and 1994:
1995 1994 Participant contributions: Southwestern Public Service Company Common stock $ 3,821,073 $ 3,215,576 Fidelity Value Fund 240,087 T Rowe Price International Stock Fund 96,549 Strong Government Securities Fund 62,038 Boatmen's Short-Term Investment Fund 31,899 $ 4,251,646 $ 3,215,576 Distribution to participants: Southwestern Public Service Company Common Stock $ 2,852,575 $ 2,071,130 Net appreciation (depreciation) in fair value of investments: Southwestern Public Service Company Common Stock $ 4,938,218 $ (4,414,960) Fidelity Value Fund 9,021 T Rowe Price International Stock Fund 1,077 Strong Government Securities Fund 503 $ 4,948,819 $ (4,414,960) Dividend income: Southwestern Public Service Company Common Stock $ 4,189,335 $ 2,548,004 Strong Government Securities Fund 449 $ 4,189,784 $ 2,548,004
SOUTHWESTERN PUBLIC SERVICE COMPANY SCHEDULE 1 EMPLOYEE INVESTMENT PLAN AND TRUST ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AUGUST 31, 1995 Number of Type of Investment and Issuer Shares Cost Fair Value COMMON STOCKS: Southwestern Public Service Company Common Stock* 2,154,406 $ 53,176,419 $ 64,632,180 REGISTERED INVESTMENT COMPANIES: Fidelity Value Fund 5,076.584 232,320 241,341 T Rowe Price International Stock Fund 7,914.878 94,772 95,849 Strong Government Securities Fund 5,751.549 59,773 60,276 SHORT-TERM INVESTMENTS: Boatmen's Short-Term Investment Fund* 989,218 989,218 989,218 TOTAL $ 54,552,502 $ 66,018,864 *Represents transaction with party-in-interest.
SOUTHWESTERN PUBLIC SERVICE COMPANY SCHEDULE 2 EMPLOYEE INVESTMENT PLAN AND TRUST ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS YEAR ENDED AUGUST 31, 1995 Expenses Incurred Current Value Description With of Asset on Net Gain Identity of Party Involved of Transaction Purchase Price Transaction Cost of Asset Transaction Date (Loss) Boatmen's Trust Company 21 purchases of $6,111,830 $6,597 $6,105,233 $6,111,830 -- Southwestern Public Service Company common stock (219,891 shares)* Boatmen's Trust Company 20 purchases of 3,248,577 -- 3,248,577 3,248,577 -- Boatmen's Short-Term Investment Fund (3,248,577 shares)* Boatmen's Trust Company 20 sales of 2,259,329 -- 2,259,329 2,259,329 -- Boatmen's Short-Term Investment Fund (2,259,329 shares)* * Represents transaction with party-in-interest
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Employee Investment Plan and Trust Administrative Committee has duly caused this Annual Report to be signed on its behalf by the undersigned hereunto duly authorized. SOUTHWESTERN PUBLIC SERVICE COMPANY EMPLOYEE INVESTMENT PLAN AND TRUST Bill D. Helton Chairman of the Board and Chief Executive Officer of Southwestern Public Service Company Member of the Employee Investment Plan and Trust Administrative Committee DATE: January 12, 1996 EX-23 2 AUDITORS' CONSENT INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement No. 33-27452 of Southwestern Public Service Company on Form S-8 of our report dated October 27, 1995, appearing in this Annual Report on Form 11-K of Southwestern Public Service Company Employee Investment Plan and Trust for the year ended August 31, 1995. DELOITTE & TOUCHE LLP Dallas, Texas January 12, 1996 -----END PRIVACY-ENHANCED MESSAGE-----