As filed with the Securities and Exchange Commission on November 17, 1997
Registration No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------
NEW CENTURY ENERGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 84-1334327
(State of Incorporation) (IRS Employer Identification No.)
1225 17th Street
Denver, Colorado 80202
(303) 571-7511
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
Richard C. Kelly
Executive Vice President and Chief Financial Officer
New Century Energies, Inc.
1225 17th Street
Denver, Colorado 80202
(303) 571-7511
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------------
Copies to:
Gary W. Wolf, Esq.
Cahill Gordon & Reindel
Eighty Pine Street
New York, NY 10005-1702
(212) 701-3000
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / / ______
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / __________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
Title of Each Class of Amount to Be Proposed Maximum Proposed Maximum Aggregate Amount of Registration
Securities to Be Registered Registered Offering Price Per Share(1) Offering Price(1) Fee (1)
- -----------------------------------------------------------------------------------------------------------------------------------
Common Stock ($1 par value) 9,000,000 shares $42.3125 $380,812,500 $115,398
- -----------------------------------------------------------------------------------------------------------------------------------
Preferred Stock Purchase
Rights(2) 9,000,000 N/A N/A N/A
===================================================================================================================================
(1) The proposed maximum offering price per share and in the aggregate have
been estimated solely for the purposes of computing the registration fee.
Pursuant to Rule 457(c), the registration fee has been calculated based on
the average of the high and low prices for the Common Stock of New Century
Energies, Inc. on November 10 , 1997, as reported on the New York Stock
Exchange Composite Tape.
(2) Each share of Common Stock will have associated with it one right to
purchase one one-hundredth of a share of the Company's preferred stock at a
stipulated price in certain circumstances. No separate consideration will
be received for the Preferred Stock Purchase Rights.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until this Registration Statement
shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.
- -------------------------------------------------------------------------------
SUBJECT TO COMPLETION, DATED NOVEMBER 17, 1997
PROSPECTUS
9,000,000 Shares
COMMON STOCK
(par value $1.00 per share)
NEW CENTURY ENERGIES, INC.
----------
New Century Energies, Inc. (the "Company") intends to offer from time to
time up to 9,000,000 shares of its Common Stock, with the par value of one
dollar ($1.00) per share (the "Common Stock"). The Common Stock will be issued
in amounts, at prices and on terms to be determined at the time or times of
sale. Each share of Common Stock, including the shares offered hereby, has
associated with it one right to purchase one-hundredth of a share of the
Company's preferred stock at a stipulated price in certain circumstances
relating to changes in ownership of the Company under the Company's rights
agreement.
For each offering of the Common Stock for which this Prospectus is being
delivered, there will be an accompanying Prospectus Supplement (each, a
"Prospectus Supplement") that will set forth the initial public offering price
and the terms of offering of such Common Stock. The Common Stock may be sold by
the Company through underwriters or dealers, directly by the Company or through
agents for offering pursuant to the terms fixed at the time of sale. See "Plan
Of Distribution" herein.
The Common Stock is traded on the New York Stock Exchange ("NYSE") under
the NYSE symbol "NCE." The last reported sales price of the Common Stock as
reported by the NYSE Composite Tape on November 13, 1997 was $43-5/8 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
---------------
The date of this Prospectus is , 1997.
AVAILABLE INFORMATION
New Century Energies, Inc. is subject to the informational requirements of
the Securities Exchange Act of 1934 (the "Exchange Act") and, in accordance
therewith, files with the Securities and Exchange Commission ("SEC") reports,
proxy statements, and other information, which are available for inspection and
copying at the public reference facilities maintained by the SEC at 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the SEC's Regional Offices at 7
World Trade Center, Suite 1300, New York, New York 10048, and at 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. (The Commission maintains a
site on the World Wide Web containing reports, proxy materials, information
statements and other items. The address is http://www.sec.gov.) Copies of such
material can be obtained from the SEC's Public Reference Room, 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates. Copies of such material also
can be inspected at the office of the New York Stock Exchange, Inc. (the
"NYSE"), 20 Broad Street, New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner of shares of the Company to whom a copy of this
Prospectus has been delivered, upon the written or oral request of such person,
a copy (without exhibits, except those specifically incorporated by reference)
of any and all of the documents referred to below which have been or may be
incorporated in this Prospectus by reference. Requests for such documents should
be directed to Corporate Secretary, New Century Energies, Inc., 1225 17th
Street, Denver, Colorado 80202 (Tel: (303) 571-7511).
The following documents, previously filed with the SEC pursuant to the
Exchange Act, are hereby incorporated by reference:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1996 (File No. 33-64951);
2. The description of the Company's Common Stock contained in the
Registration Statement on Form 8-B dated April 24, 1997 (as amended by Form
8-B/A dated May 9, 1997), incorporated by reference from the Joint Proxy
Statement/Prospectus and Registration Statement on Form S-4 of the Company
(File No. 33-64951);
3. The description of the preferred stock purchase rights associated
with each share of Common Stock contained in the Registration Statement on
Form 8-A dated June 23, 1997 of the Company;
4. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1997, June 30, 1997 and September 30, 1997 (File No. 1-12927);
5. The Company's Current Reports on Form 8-K dated July 2, 1997 and
August 1, 1997 (two reports dated August 1, one reporting consummation of
the Merger (as defined herein) and containing supplemental financial
statements and the other reporting the effectiveness of the Company's
rights agreement);
6. Public Service Company of Colorado's Annual Report on Form 10-K and
10-K/A for the year ended December 31, 1996 (File No. 1-3280);
7. Southwestern Public Service Company's Annual Report on Form 10-K
for the twelve months ended August 31, 1996 (File No. 1-3789);
-2-
8. Southwestern Public Service Company's Transition Report on Form
10-K for the transition period from September 1, 1996 to December 31, 1996
(File No. 1-3789);
9. Public Service Company of Colorado's Quarterly Reports on Form 10-Q
for the quarters ended March 31, 1997, June 30, 1997 and September 30, 1997
(File No. 1-3280);
10. Southwestern Public Service Company's Quarterly Reports on Form
10-Q for the quarters ended November 30, 1996, February 28, 1997, March 31,
1997, June 30, 1997 and September 30, 1997 (File No. 1-3789);
11. Public Service Company of Colorado's Current Reports on Form 8-K
dated February 24, 1997, April 1, 1997 (as amended by Form 8-K/A filed June
13, 1997) and July 2, 1997 (two reports dated July 2) (File No. 1-3280);
and
12. Southwestern Public Service Company's Current Reports on Form 8-K
dated February 7, 1997, February 24, 1997, April 22, 1997 and June 30, 1997
(File No. 1-3789).
All documents filed by the Company with the SEC pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the
termination of the offering of the securities offered hereby, shall be deemed to
be incorporated by reference herein and to be part hereof from the date of
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in a Prospectus Supplement or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
THE COMPANY
The Company, a Delaware corporation formed on August 21, 1995, is a
registered public utility holding company under the Public Utility Holding
Company Act of 1935, as amended. The Company, Public Service Company of Colorado
("PSCo") and Southwestern Public Service Company ("SPS") entered into an
Agreement and Plan of Reorganization dated August 22, 1995, as amended December
8, 1995, providing for a business combination as peer firms involving PSCo and
SPS in a "merger of equals" transaction (the "Merger"). The Merger became
effective on August 1, 1997. As a result of the Merger, the Company owns all of
the outstanding shares of common stock of three public utility companies, PSCo,
SPS and Cheyenne Light, Fuel and Power Company. The Company also owns several
non-utility subsidiaries. The principal executive offices of the Company are
located at 1225 17th Street, Denver, Colorado 80202.
USE OF PROCEEDS
Unless otherwise indicated in an accompanying Prospectus Supplement, the
Company intends to use the net proceeds from the sale of the Common Stock for
general corporate purposes, including to retire debt and to make capital
contributions to its subsidiaries. If the Company uses any proceeds to make a
capital contribution to a subsidiary, such subsidiary will use such proceeds to
retire debt and for general corporate purposes.
-3-
PRICE RANGE OF COMMON STOCK AND
DIVIDEND INFORMATION
Since the Merger, the shares of Common Stock of the Company have been
traded on the NYSE under the symbol "NCE". The following table sets forth the
reported high and low sale prices for the Common Stock for the periods
indicated.
Period High Low
1997
Third Quarter (from August 4, 1997)... $43-1/4 $39
Fourth Quarter (to November 13, 1997)... $43-5/8 $40-1/4
The last reported sale price for the Common Stock on the NYSE on November
13, 1997 was $43-5/8 per share.
During the third quarter of 1997, the Board of Directors of the Company
approved a $0.58 per share dividend on the Common Stock payable to shareholders
on November 15, 1997. The Company's common stock dividend level is dependent
upon the Company's results of operations, financial position, cash flows and
other factors. The Board of Directors of the Company will continue to evaluate
the common stock dividend on a quarterly basis.
PLAN OF DISTRIBUTION
The Company may sell the Common Stock in any of three ways: (i) directly to
one or more purchasers; (ii) through agents; or (iii) through underwriters or
dealers. The Prospectus Supplement relating to each offering of Common Stock
will set forth the terms of the offering of such Common Stock, including the
name or names of any such agents, underwriters or dealers, the purchase price of
such Common Stock and the net proceeds to the Company from such sale, any
underwriting discounts and other items constituting underwriters' compensation,
the initial public offering price and any discounts or concessions allowed or
reallowed or paid to dealers. Any initial public offering price and any
discounts or concessions allowed or reallowed or paid to dealers may be changed
from time to time.
If underwriters are used in any sale of Common Stock, such Common Stock
will be acquired by such underwriters for their own account and may be resold
from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. Such Common Stock may be offered to the public either
through underwriting syndicates represented by managing underwriters or by
underwriters without a syndicate. Unless otherwise set forth in the Prospectus
Supplement relating to a sale of Common Stock, the obligations of any
underwriter or underwriters to purchase such Common Stock will be subject to
certain conditions precedent and such underwriter or underwriters will be
obligated to purchase all of such Common Stock if any shares are purchased,
except that, in certain cases involving a default by one or more underwriters,
less than all of such Common Stock may be purchased. Only underwriters named in
a Prospectus Supplement are deemed to be underwriters in connection with the
Common Stock offered thereby.
If underwriters are used in any sale of Common Stock, the purchase
agreement in connection with such sale may provide for an option on the part of
the underwriters to purchase additional shares of such Common Stock within
thirty days of the execution of such purchase agreement, which option may be
exercised solely to cover overallotments. Any such overallotment option will be
disclosed in the Prospectus Supplement in connection with the Common Stock
offered thereby.
-4-
If an agent of the Company is used in any sale of Common Stock, such agent
will be named and any commission payable by the Company to such agent will be
set forth in the Prospectus Supplement relating to such Common Stock. Unless
otherwise indicated in the Prospectus Supplement, any such agent will be acting
on a best effort basis for the period of its appointment.
The Common Stock offered hereby will be listed on the New York Stock
Exchange.
Any underwriters, dealers or agents participating in the distribution of
the Securities may be deemed to be underwriters, and any discount or commissions
received by them on the sale or resale of Securities may be deemed to be
underwriting discounts and commissions, under the Securities Act of 1933, as
amended (the "Securities Act"). Agents, underwriters and dealers may be entitled
under agreements entered into with the Company to indemnification by the Company
against certain liabilities, including liabilities under the Securities Act.
Agents and underwriters may be customers of, engaged in transactions with, or
perform services for, the Company or its affiliates in the ordinary course of
business.
LEGAL OPINIONS
Certain legal matters in connection with the shares of Common Stock offered
hereby are being passed upon for the Company by Cahill Gordon & Reindel (a
partnership including a professional corporation), New York, New York.
EXPERTS
The consolidated balance sheets of NCE and subsidiaries as of December 31,
1996 and 1995, and the related consolidated statements of income, shareholders'
equity and cash flows for each of the three years in the period ended December
31, 1996, included in NCE's Form 8-K dated August 1, 1997, which statements are
incorporated by reference in this registration statement, the balance sheets of
NCE as of December 31, 1996 and 1995, included in NCE's Annual Report on Form
10-K for the year ended December 31, 1996, which statements are incorporated by
reference in this registration statement, the consolidated balance sheets of
PSCo and its subsidiaries as of December 31, 1996 and 1995, and the related
consolidated statements of income, shareholders' equity and cash flows for each
of the three years in the period ended December 31, 1996, and the related
financial statement schedule, included in PSCo's Annual Report on Form 10-K for
the year ended December 31, 1996, which statements and schedule are incorporated
by reference in this registration statement, and the balance sheet of NCE as of
October 31, 1995, which statement is included in the NCE Joint Proxy
Statement/Prospectus and Registration Statement on Form S-4, which statement is
incorporated by reference in this registration statement, have been audited by
Arthur Andersen LLP, independent public accountants, as set forth in their
reports with respect thereto, and are incorporated herein in reliance upon the
authority of said firm as experts in accounting and auditing in giving said
reports.
With respect to the unaudited interim financial information of NCE for the
quarters ended March 31, 1997 and June 30, 1997, and the unaudited consolidated
condensed interim financial information of NCE and subsidiaries for the quarter
ended September 30, 1997, included in its Form 10-Qs, which information is
incorporated by reference in this registration statement, the unaudited
consolidated condensed interim financial information of PSCo and its
subsidiaries for the quarters ended March 31, 1997, June 30, 1997 and September
30, 1997, included in its Form 10-Qs, which information is incorporated by
reference in this registration statement and the unaudited consolidated
condensed interim financial information of SPS and its subsidiaries for the
quarters ended March 31, 1997, June 30, 1997 and September 30, 1997, included in
its Form 10-Qs, which information is incorporated by reference in this
registration statement, Arthur Andersen LLP has applied limited procedures in
accordance with professional standards for a review of that information.
However, their separate reports thereon state that they did not audit and they
do not express an opinion on that interim financial information. Accordingly,
the degree of reliance on their reports on that information should be
-5-
restricted in light of the limited nature of the review procedures applied. In
addition, the accountants are not subject to the liability provisions of Section
11 of the Securities Act of 1933 for their reports on the unaudited interim
financial information because those reports are not a "report" or a "part" of
the Registration Statement prepared or certified by the accountants within the
meaning of Sections 7 and 11 of the Act.
The consolidated financial statements of SPS incorporated in this
prospectus by reference from SPS's Annual Report on Form 10-K for the year ended
August 31, 1996 and from SPS's Transition Report on Form 10-K for the four
months ended December 31, 1996 have been audited by Deloitte & Touche LLP,
independent certified public accountants ("Deloitte & Touche") , as stated in
their reports, which are incorporated herein by reference, and have been so
incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.
With respect to the unaudited interim financial information included in
SPS's Quarterly Reports on Form 10-Q for the quarters ended November 30, 1996
and February 28, 1997 that are incorporated herein by reference, Deloitte &
Touche applied limited procedures in accordance with professional standards for
reviews of such information. As stated in their reports that are included in
SPS's Quarterly Reports on Form 10-Q for the quarters ended November 30, 1996
and February 28, 1997 that are incorporated by reference herein, they did not
audit and they did not express an opinion on such interim financial information.
Accordingly, the degree of reliance of any of their reports on such information
should be restricted in light of the limited nature of the review procedures
applied. Deloitte & Touche are not subject to the liability provisions of
Section 11 of the Securities Act for any of their reports on such unaudited
interim financial information because those reports are not "reports" or a
"part" of the registration statement prepared or certified by an accountant
within the meaning of Sections 7 and 11 of the Securities Act.
-6-
============================================================= ======================================================
No person has been authorized to give any information or
to make any representation not contained in this Prospectus
and, if given or made, such information or representation must
not be relied upon as having been authorized by the Company.
This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any securities other than the
securities offered hereby or any of the securities offered
hereby in any jurisdiction to any person to whom it is unlawful NEW CENTURY ENERGIES, INC.
to make such offer in such jurisdiction. Neither the delivery
of this Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that there has been no
change in the affairs of the Company since the date hereof. Common Stock
(par value $1.00 per share)
TABLE OF CONTENTS
---------------------
Page
PROSPECTUS
---------------------
Available Information....................... 2
Incorporation of Certain
Documents by Reference.................. 2
The Company................................. 3
Use of Proceeds............................. 3
Price Range of Common Stock
and Dividend Information................ 4
Plan of Distribution........................ 4
Legal Opinions.............................. 5
Experts..................................... 5
Dated: , 1997
============================================================= =========================================================
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, incurred in connection with the sale of
Common Stock being registered (all amounts are estimated (on the assumption that
all shares will be sold in a single transaction), except the SEC registration
fee and the New York Stock Exchange listing fee). The Company will bear all
expenses incurred in connection with the sale of the Common Stock being
registered hereby.
SEC Registration Fee.................................. $ 115,398
New York Stock Exchange Listing Fee................... 61,800
Printing and engraving expenses....................... 20,000
Legal Fees and Expenses............................... 75,000
Accounting Fees and Expenses.......................... 30,000
Blue Sky Fees and Expenses............................ 5,000
Transfer Agent Fees................................... 10,000
Miscellaneous......................................... 100,000
==========
Total.......................................... $ 417,198
==========
Item 15. Indemnification of Officers and Directors.
Section 145 of the Delaware General Corporation Law (the "Delaware Act")
permits corporations organized thereunder to indemnify directors, officers,
employees and agents against liability under certain circumstances. The
Company's Restated Certificate of Incorporation (the "Company Charter") provides
for indemnification of directors, officers, employees and agents to the full
extent provided by the Delaware Act. The Company Charter states that the
indemnification provided therein shall not be deemed exclusive. The Company may
purchase and maintain insurance on behalf of itself and any director, officer,
employee or agent of the Company or another corporation, partnership, joint
venture, trust or other enterprise against any expense, liability or loss,
whether or not the Company would have the power to indemnify such person against
such expense, liability or loss under the Delaware Act. Pursuant to Section
145(g) of the Delaware Act and the Company Charter, the Company maintains
directors' and officers' liability insurance coverage. The Company may also
enter into an indemnity agreement with any director, officer, employee or agent
of the Company or another corporation, partnership, joint venture, trust or
other enterprise, as long as the provisions of the agreement are not
impermissible under applicable law.
As permitted by Section 102(a) of the Delaware Act, the Company Charter
provides that no director shall be personally liable to the Company or its
shareholders for monetary damages for breach of fiduciary duty as a director,
except for liability: (i) for any breach of the directors' duty of loyalty to
the Company or its shareholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware Act (relating to certain unlawful distributions to
shareholders) or (iv) for any transaction from which the director derived an
improper personal benefit.
Item 16. Exhibits.
Reference is made to the Exhibit Index filed as a part of this Registration
Statement.
II-1
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(b) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective Registration
Statement; and
(c) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement.
provided, however, that paragraphs 1(a) and 1(b) do not apply if the
information required to be included in such post-effective amendment is
contained in a periodic report filed by the Company pursuant to Section 13
or Section 15(d) of the Exchange Act and incorporated herein by reference.
2. That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of
the offering.
4. That, for purposes of determining any liability under the Securities Act,
each filing of an annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
5. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
undersigned pursuant to the provisions described under Item 15 above, or
otherwise, the undersigned have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the undersigned of expenses incurred or paid by
a director, officer or controlling person of the undersigned in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the undersigned will, unless in the opinion of its
counsel the matter has been settled by control-
II-2
ling precedent, submit to a court of appropriate jurisdiction the question
of whether such indemnification by it is against public policy as expressed
in the Securities Act and will be governed by the final adjudication of
such issue.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Denver, State of Colorado, on November 14, 1997.
NEW CENTURY ENERGIES, INC.
By /s/ Richard C. Kelly
------------------------------------
Name: Richard C. Kelly
Title: Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Bill D. Helton * Chairman of the Board and Chief November 14, 1997
- ----------------------- Executive Officer (Principal
Name: Bill D. Helton Executive Officer)
/s/ Wayne H. Brunetti * Vice Chairman of the Board, November 14, 1997
- -------------------------- President, Chief Operating
Name: Wayne H. Brunetti Officer and Director
/s/ Richard C. Kelly Executive Vice President and November 14, 1997
- ------------------------- Chief Financial Officer
Name: Richard C. Kelly (Principal Financial Officer
and Principal Accounting
Officer)
/s/ C. Coney Burgess * Director November 14, 1997
- --------------------------
Name: C. Coney Burgess
- -------------------------- Director November , 1997
Name: Danny H. Conklin
II-4
Director November , 1997
- ------------------------------
Name: Giles M. Forbess
Director November , 1997
- ------------------------------
Name: Gayle L. Greer
Director November , 1997
- ------------------------------
Name: R. R. Hemminghaus
/s/ A. Barry Hirschfeld * Director November 14, 1997
- -----------------------------
Name: A. Barry Hirschfeld
- -------------------------------- Director November , 1997
Name: J. Howard Mock
/s/ Will F. Nicholson, Jr. * Director November 14, 1997
- --------------------------------
Name: Will F. Nicholson, Jr.
/s/ J. Michael Powers * Director November 14, 1997
- -------------------------------
Name: J. Michael Powers
- -------------------------------- Director November , 1997
Name: Rodney E. Slifer
/s/ W. Thomas Stephens * Director November 14, 1997
- ----------------------------
Name: W. Thomas Stephens
/s/ Robert G. Tointon * Director November 14, 1997
- ---------------------------
Name: Robert G. Tointon
*By: /s/ Richard C. Kelly
----------------------------
Name: Richard C. Kelly,
as attorney in fact
II-5
EXHIBIT INDEX
Exhibit
Number Exhibit
1(a) Form of Underwritten Purchase Agreement.
1(b) Form of Purchase Agreement--Direct Sales.
4(a) Restated Certificate of Incorporation of the Registrant (incorporated
by reference to Annex VIII to Joint Proxy Statement/Prospectus and
Registration Statement on Form S-4 (File No. 33-64951)).
4(b) Restated Bylaws (incorporated by reference to Annex IX to
Joint Proxy Statement/Prospectus and Registration Statement
on Form S-4 (File No. 33-64951)).
4(c) Rights Agreement, dated as of August 1, 1997 between the Company and
The Bank of New York, as Rights Agent (incorporated by reference to
Exhibit 1 to the Company's Current Report on Form 8-K dated August 1,
1997).
5 Opinion of Counsel for the Registrant.
15(a) Letter of Arthur Andersen LLP on Unaudited Financial Information
of the Company.
15(b) Letter of Arthur Andersen LLP on Unaudited Financial Information of
PSCo.
15(c) Letter of Deloitte & Touche LLP on Unaudited Financial Information of
SPS.
15(d) Letter of Arthur Andersen LLP on Unaudited Financial Information of
SPS.
23(a) Consent of Arthur Andersen LLP.
23(b) Consent of Deloitte & Touche LLP.
23(c) Consent of Counsel for the Registrant (included in Exhibit 5).
24 Powers of Attorney.
II-6