-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, Uxy75R2Wbu6EcQCTfhoObX5c3S2UgiBKeSAZ5mM6FYzc9taAOGjVeh09YDJUCqej A+yELygb+6QA5eG0a/JwhQ== 0000950162-95-000496.txt : 19950905 0000950162-95-000496.hdr.sgml : 19950905 ACCESSION NUMBER: 0000950162-95-000496 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950830 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19950831 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03789 FILM NUMBER: 95569438 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 _______________________________________________________________ _______________________________________________________________ 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 22, 1995 ____________________________ SOUTHWESTERN PUBLIC SERVICE COMPANY (Exact name of registrant as specified in its charter) 1-3789 (Commission file number) New Mexico 75-0575400 (State or other jurisdiction (I.R.S. Employer of incorporation) Identification No.) Tyler at Sixth, Amarillo, Texas 79101 (Address of principal executive (Zip code) offices) (806) 378-2121 (Registrant's telephone number, including area code) ____________________________ NOT APPLICABLE (Former name or former address, if changed since last report) _______________________________________________________________ _______________________________________________________________ Item 5. Other Events. On August 22, 1995, the Board of Directors of South- western Public Service Company (the "Company") adopted and approved the execution of Amendment No. 1, dated as of August 22, 1995, to the Rights Agreement, dated as of July 23, 1991, between the Company and Society National Bank, successor to Ameritrust Company National Association, as Rights Agent (the "Rights Agreement" and the rights issuable thereunder, the "Rights"). Amendment No. 1 was executed in connection with the execution of the Agreement and Plan of Reorganization (the "Merger Agreement"), dated as of August 22, 1995, by and among the Company, Public Service Co. of Colorado ("PSC") and M-P New Co. ("Newco") which provides for a business combination as peer firms involving PSC and the Company in a "merger-of-equals" transaction. Amendment No. 1 amends the Rights Agreement to provide that none of Newco, PSC or any of their respective affiliates and associates shall be considered an Acquiring Per- son under the Rights Agreement and no Shares Acquisition Date or Distribution Date (each as defined in the Rights Agreement) has occurred or will occur, in any such case as a result of the approval, execution or delivery of the Merger Agreement. A copy of Amendment No. 1 to the Rights Agreement is attached hereto as Exhibit 4 and is incorporated herein by reference. Item 7. Financial Statements and Exhibits. (c) Exhibits: The following exhibit is filed herewith: 4 Amendment No. 1, dated as of August 22, 1995, to the Rights Agreement, dated as of July 21, 1995, by and between Southwestern Public Ser- vice Company and Society National Bank, succes- sor to Ameritrust Company National Association. 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. SOUTHWESTERN PUBLIC SERVICE COMPANY (registrant) By /s/ Bill D. Helton ------------------------------ Name: Bill D. Helton Title: Chairman of the Board and Chief Executive Officer Date: August 30, 1995 EXHIBIT INDEX Exhibit Number Description 4 Amendment No. 1, dated as of August 22, 1995, to the Rights Agreement, dated as of July 23, 1991, by and between Southwestern Public Service Company and Society National Bank, successor to Ameritrust Company National Association. EX-4 2 AMENDMENT NO. 1 AMENDMENT NO. 1 TO RIGHTS AGREEMENT AMENDMENT NO. 1 TO RIGHTS AGREEMENT, dated as of August 22, 1995, between SOUTHWESTERN PUBLIC SERVICE COMPANY, a New Mexico corporation (the "Company"), and SOCIETY NATIONAL BANK, successor to Ameritrust Company National Association, a national banking association organized and existing under the laws of the United States of America (the "Rights Agent"), amending the Rights Agreement, dated as of July 23, 1991, between the Company and the Rights Agent. W I T N E S S E T H: WHEREAS, the Company intends to enter into an Agree- ment and Plan of Reorganization, by and among M-P New Co., a Delaware corporation ("Newco"), Public Service Company of Colo- rado, a Colorado corporation ("PSC"), and the Company, dated as of August 22, 1995 (the "Reorganization Agreement"), as a result of which PSC and the Company will become wholly owned subsidiaries of Newco and the common shareholders of PSC and the Company will together own all of the outstanding shares of common stock of Newco; and WHEREAS, the Company and the Rights Agent desire to amend the Rights Agreement in accordance with Section 27 of the Rights Agreement. NOW, THEREFORE, in consideration of the premises and mutual agreements set forth in the Rights Agreement and this Amendment, the parties hereby agree as follows: ARTICLE I 1. The Rights Agreement is amended by adding the following WHEREAS clause immediately before the paragraph beginning "NOW, THEREFORE": WHEREAS, the Board of Directors of the Com- pany has authorized the transaction contemplated by the Agreement and Plan of Reorganization (the "Reorganization Agreement"), by and among M-P New Co., a Delaware corporation ("Newco"), Public Ser- vice Company of Colorado, a Colorado corporation ("PSC"), and the Company, dated as of August 22, 1995, as a result of which PSC and the Company will become wholly owned subsidiaries of Newco and -2- the common shareholders of PSC and the Company will together own all of the outstanding shares of common stock of Newco; 2. The Rights Agreement is amended by adding the following new Section to the end of such Agreement: "Section 35. Newco Reorganization. Notwithstanding any provision herein to the contrary, none of Newco, PSC or any of their respective Affiliates and Associates shall be considered an Acquiring Person under this Agreement and no Shares Acquisition Date or Distribution Date has occurred or will occur, in any such case as a result of the approval, execution or delivery of the Reorganization Agreement." ARTICLE II 1. Section 3(c) of the Rights Agreement is amended as follows: (a) by adding after "July 23, 1991" in the third line of the legend the phrase: ", as amended by Amendment No. 1 dated as of August 22, 1995" 2. Exhibit A to the Rights Agreement is amended as follows: (a) by adding after "July 23, 1991" in the third line of the first paragraph on page A-1 the phrase: ", as amended by Amendment No. 1 dated as of August 22, 1995" (b) by adding the following paragraph after the sec- ond paragraph on page A-1: "Notwithstanding anything herein to the contrary, none of Newco (as defined below), PSC (as defined below) or any of their respective Affiliates and Associates is an "Acquiring Person" and no "Shares Acquisition Date" or "Distribution Date" has occurred or shall occur as a result of the approval, execution or delivery of the Agreement and Plan of Reorganization, by and among M-P New Co., a Delaware corporation ("Newco"), Public Service Com- pany of Colorado, a Colorado corporation ("PSC"), and the -3- Company, dated as of August 22, 1995, or the transactions contemplated thereunder." 3. Exhibit B to the Rights Agreement is amended as follows: (a) by deleting the last sentence of the first para- graph on page B-1 and substituting the following: "On August 22, 1995, the Board of Directors amended the Rights. The description and terms of the Rights are set forth in a Rights Agreement, as amended (the "Rights Agreement"), between the Company and Society National Bank, successor to Ameritrust Company National Associa- tion, as Rights Agent (the "Rights Agent")." (b) by adding the following paragraph after the fifth full paragraph on page B-2: "Notwithstanding anything herein to the contrary, none of Newco (as defined below), PSC (as defined below) or any of their respective Affiliates and Associates (each as defined in the Rights Agreement) is an "Acquiring Per- son" and no "Shares Acquisition Date" or "Distribution Date" has occurred or shall occur as a result of the approval, execution or delivery of the Agreement and Plan of Reorganization, by and among M-P New Co., a Delaware corporation ("Newco"), Public Service Company of Colorado, a Colorado corporation ("PSC"), and the Company, dated as of August 22, 1995, or the transactions contemplated thereunder." (c) by deleting the last paragraph on page B-2 and substituting the following: "A copy of the Rights Agreement has been filed with the Securities and Exchange Commission (the "Commission") as an Exhibit to a Registration Statement or Form 8-A dated July 23, 1991. A copy of Amendment No. 1 has been filed with the Commission as an Exhibit to Form 8-A/A, which amends the earlier Form 8-A. Copies of the Rights Agreement and Amendment No. 1 thereto are available free of charge from the Company. This summary description of the Rights does not purport to be complete and is quali- fied in its entirety by reference to the Rights Agreement, as amended, which is hereby incorporated by reference." -4- ARTICLE III 1. The term "Agreement" as used in the Rights Agreement shall be deemed to refer to the Rights Agreement as amended by this Amendment No. 1. 2. The foregoing amendments contained in Articles I, II and III shall be effective as of the date hereof and, except as set forth herein, the Rights Agreement shall remain in full force and effect and shall be otherwise unaffected hereby. 3. This Amendment No. 1 may be executed in two or more counterparts each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. -5- IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly executed, all as of the day and year first above written. SOUTHWESTERN PUBLIC SERVICE COMPANY By: /s/ Bill D. Helton Name: Bill D. Helton Title: Chairman of the Board and Chief Executive Officer SOCIETY NATIONAL BANK, successor to Ameritrust Company National Association, as Rights Agent By: /s/ Mark Asbury Name: Mark Asbury Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----