-----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, JQafPGjmQ7nS2GAYdyeuefPKGopW7dnFf5SrJRTTVc/J0igPrMHmTNI6RDUCpXvs B/FAdCYdvlKDJjlvk1nfeg== 0000950162-97-000152.txt : 19970225 0000950162-97-000152.hdr.sgml : 19970225 ACCESSION NUMBER: 0000950162-97-000152 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970224 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970224 SROS: NYSE 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03789 FILM NUMBER: 97542210 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 8-K 1 FORM 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): February 24, 1997 ------------------- SOUTHWESTERN PUBLIC SERVICE COMPANY (Exact name of registrant as specified in its charter) New Mexico 1-3789 75-0575400 (State or other jurisdiction of (Commission File No.) (I.R.S. Employer incorporation or organization) Identification No.) Tyler at Sixth, Amarillo, Texas 79101 (Address of principal executive offices) (Zip Code) Registrant's Telephone Number, including area code: (806)378-2121 -2- ITEM 5. OTHER EVENTS In August 1995, Southwestern Public Service Company (the "Company") and Public Service Company of Colorado ("PSCo") announced that they had entered into a definitive merger agreement which provided for a "merger of equals" of the Company and PSCo. (For more information regarding the merger, see the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1996.) Reference is made to the press release filed as an exhibit hereto for information with respect to the joint offer by PSCo and American Electric Power ("AEP") to acquire Yorkshire Electricity Group plc in the United Kingdom. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. The following exhibits are filed herewith: 99 Press Release, dated February 24, 1997, of AEP and PSCo. 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 By /s/ Doyle R. Bunch, II ---------------------------- Name: Doyle R. Bunch, II Title: Executive Vice President Accounting and Corporate Development DATE: February 24, 1997 EXHIBIT INDEX Exhibit Number 99 Press Release, dated February 24, 1997, of American Electric Power and Public Service Company of Colorado. EX-99 2 PRESS RELEASE EXHIBIT 99 NEWS RELEASE FOR FURTHER INFORMATION, CONTACT: Media: Pat D. Hemlepp Analysts: John Bilacic Manager, Media Relations Mgr., Investor Relations AEP AEP 614/223-1620 614/223-2847 Cynthia Evans Mike Pritchard Managing Director, Asst. Treasurer Corporate Communications Mgr., Investor Relations PSCo PSCo 303/294-8688 303/294-2588 FOR IMMEDIATE RELEASE AEP, PSCo OFFER TO ACQUIRE YORKSHIRE ELECTRICITY GROUP plc IN U.K. LONDON, Monday, February 24,1997 -- American Electric Power (NYSE: AEP) and Public Service Company of Colorado (NYSE: PSR) have jointly agreed with the Board of Directors of Yorkshire Electricity Group plc in the United Kingdom to make a cash tender offer for Yorkshire Electricity, the companies' chief executives announced today. AEP and Public Service Company of Colorado (PSCo), through a joint venture named Yorkshire Holdings plc, are offering the equivalent of US $15.02 (9.27 pounds) per ordinary share for Yorkshire Electricity Group, valuing the company at approximately US $2.4 billion (1.5 billion pounds). The AEP, PSCo, and Yorkshire Electricity boards have approved the transaction. E. Linn Draper, AEP chairman, president and chief executive officer, will initially be chairman of Yorkshire Holdings plc. Wayne H. Brunetti, PSCo president and chief executive officer, will initially be vice chairman of Yorkshire Holdings plc. Malcolm Chatwin, Yorkshire Electricity Group's chief executive, has agreed to continue in that capacity. AEP and PSCo are convinced that the acquisition of Yorkshire Electricity represents an excellent opportunity to expand both companies' interests in competitive markets internationally. They believe they can both add to Yorkshire Electricity Group's aspirations in the U.K. They believe they can also learn valuable skills and together look at other opportunities in the U.K. and further afield. -2- E. Linn Draper said, "We have been actively working to lead the transition to competition in the U.S. market and have, in Yorkshire Electricity Group, found a partner that is committed to similar customer service and reliability at a reasonable cost. Yorkshire Electricity Group has performed well in these areas and we expect that our collective expertise should benefit all customers. This is another step for AEP to meet its key strategy of achieving shareholder value and to enhance AEP's core competencies." Wayne H. Brunetti said, "This competitive approach also is behind PSCo's pending merger with Southwestern Public Service Company to create New Century Energies, Inc. The full value of our offer is in recognition of the competitive strengths of Yorkshire Electricity Group. We look forward to harnessing our combined talents to the benefit of shareholders, employees and customers." Yorkshire Electricity Group is one of two remaining English independent regional electricity companies. The British government privatized the electricity industry in 1990, creating 12 regional electricity companies in England. Six have been acquired by companies involved in the U.S. energy industry. Four have been acquired by companies in the U.K. The U.K. is ahead of the United States in deregulation of the electric industry. By April 1998, all customers in the U.K. are expected to be able to choose their electricity supplier. Yorkshire Electricity Group's principal activities are the distribution of electricity to 2.1 million industrial, commercial, agricultural and domestic customers in its authorized area, which covers 4,180 square miles of northeast England. Yorkshire Electricity Group is also active in electricity supply and generation and the supply of gas, including the ownership of gas assets. Other activities include the development of telecommunications services and the construction and operation of windfarms. For the year ended March 31, 1996, Yorkshire Electricity Group reported a consolidated profit on ordinary activities before taxation and exceptional items of approximately US $310.8 million (199.2 million pounds) and had assets at that date of approximately US $2.2 billion (1.4 billion pounds). AEP will make its investment in Yorkshire Electricity through its AEP Resources, Inc. subsidiary, which owns, operates and invests in electric facilities domestically and abroad. PSCo's investment will be made through its newly formed, wholly-owned subsidiary New Century International Inc. The acquisition will be financed through a combination of 25 percent equity and 75 percent debt, including assumption of the existing debt of Yorkshire Electricity. AEP and PSCo will each invest approximately US $360 million (220 million pounds) in the venture. The remaining US $1.7 billion (1.1 billion pounds) will be provided by a non-recourse loan to Yorkshire Power Group plc. The partners have hedged the exchange rate risk for the purchase. Merrill Lynch is financial advisor to Yorkshire Holdings plc and has arranged financing for the acquisition. AEP, one of the nation's largest investor-owned utilities, is engaged in the generation, transmission and distribution of electric energy to 7 million people in Indiana, Kentucky, Michigan, Ohio, Tennessee, Virginia and West Virginia. In addition, wholly-owned subsidiaries provide power engineering, consulting and management services throughout the world. In the year ended Dec. 31, 1996, AEP supplied 132,573,000 megawatt hours of electricity and reported net income of US $587.4 million on operating revenues of more than US $5.8 billion. PSCo is an investor-owned electric and natural gas utility, which serves an area with a population of approximately 3 million people throughout Colorado and Cheyenne, Wyoming. Headquartered in Denver, Colorado, the company operates an integrated electric utility system with net generating capability of -3- approximately 3300 MW and which had a peak load of approximately 4400 MW in 1996, and an extensive natural gas system. For the year ended Dec. 31, 1996, PSCo reported net income of US $190.3 million on revenues of US $2.17 billion. In August 1995, PSCo and Southwestern Public Service Company announced that they had entered into a definitive merger agreement to combine these two low-cost utilities and form a Denver-based energy services holding company (New Century Energies, Inc.). Its service territory will encompass portions of six states. The combined company will employ approximately 6,200 employees. Based in Amarillo, Texas, Southwestern Public Service is an investor owned utility that provides electric service to a population of about one million people in eastern and southeastern New Mexico, the South Plains and Panhandle of Texas, the Oklahoma Panhandle and southwestern Kansas. E. Linn Draper and Wayne H. Brunetti will be available at 10 a.m. EST (8 a.m. MST) for a conference call for U.S. media and analysts. The toll-free number to call is 1-888-228-3797, with participants accepted between 9:45 and 10 a.m. Wayne H. Brunetti of PSCo and Donald M. Clements, president of AEP Resources, will be available at 1 p.m. EST (11 a.m. MST) at 1-888-886-7043 with participants accepted between 12:45 and 1 p.m. for western U.S. media and analysts unable to participate in the first conference call. - --- News releases and other information about AEP or PSCo can be found on the World Wide Web. AEP's internet site is http://www.aep.com; PSCo's is http://www.psco.com. - --- The offer to purchase shares of Yorkshire Electricity will not be made, directly or indirectly, in or into, or by use of the mails or any means or instrumentality (including without limitation, facsimile transmission, telex or telephone) of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States and will not be capable of acceptance by any such use, means, instrumentality or facilities within the United States. Nothing herein shall be deemed to constitute an offer to purchase shares of Yorkshire Electricity from persons in the United States. -----END PRIVACY-ENHANCED MESSAGE-----