New Century Energies Inc – ‘8-B12B/A’ on 5/9/97

As of:  Friday, 5/9/97   ·   Accession #:  1004858-97-6   ·   File #:  1-12927

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Amendment to Registration of Securities of a Successor Issuer   —   Form 8-B
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-B12B/A    Nce's 8-B/A Document to SEC                            4     17K 

Document Table of Contents

8-B12B/A
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Form 8-B/A

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Registration of Securities of Certain Successor Issuers   

Filed Pursuant to Section 12(b) or (g) of   
The Securities Exchange Act of 1934   

New Century Energies, Inc.
(Exact name of registrant as specified in its charter)

     Delaware                       84-1334327
(State or other jurisdiction of       (I.R.S. Employer  
  incorporation or organization)       Identification No.)

1225 Seventeenth Street, Denver, Colorado     80202     
(Address of principal executive offices)   (Zip Code) 

Securities to be registered pursuant to Section 12(b) of the Act:   

  Common Stock, $1.00 par value        New York Stock Exchange
                (Title of class)          (Name of each exchange on which each
                                         class is to register)

Securities to be registered pursuant to Section 12(g) of the Act: None  

8-B12B/A
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Item 1.     General Information.                                                

    (a)  New  Century  Energies,   Inc.  (the  "Registrant"  or  "NCE")  was
    organized  as a  corporation  under the laws of the State of Delaware on
August 21, 1995.                                                    

(b)  The Registrant's fiscal year ends on December 31 of each year. 

Item 2.     Transaction of Succession.                                          
      (a) The  predecessors  of NCE were Public Service  Company of Colorado,  a
Colorado  corporation  ("PSCo") and Southwestern  Public Service Company,  a New
Mexico  corporation  ("SPS").  The Common  Stock,  $5.00 par value,  of PSCo was
registered  pursuant to Section 12(b) of the Securities  Exchange Act of 1934 at
the time of succession. The Common Stock of SPS, par value $1.00, was registered
pursuant to Section 12(b) of the Securities  Exchange Act of 1934 at the time of
succession.                                                                     

      (b) At the PSCo Special Meeting (the "PSCo Meeting"),  held on January 31,
1996, and the SPS Annual Meeting (the "SPS Meeting"),  held on January 31, 1996,
shareholders  of PSCo and SPS,  respectively,  approved an Agreement and Plan of
Reorganization dated as of August 22, 1995, as amended (the "Merger Agreement"),
among  PSCo,  SPS and the  Registrant  and the  plans and  agreements  of merger
contained therein, pursuant to which, among other things, (i) PSCo Merger Corp.,
a wholly-owned  subsidiary of the Registrant,  will be merged with and into PSCo
with PSCo to be the surviving  corporation (the "PSCo Merger");  (ii) SPS Merger
Corp., a wholly-owned subsidiary of the Registrant, will be merged with and into
SPS, with SPS to be the surviving corporation (the "SPS Merger"); and (iii) PSCo
and SPS will become wholly-owned subsidiaries of the Registrant. The PSCo Merger
and the SPS Merger are hereinafter referred to as the "Mergers."                

Upon consummation of the Mergers, pursuant to the Merger Agreement: 

                  Each  issued  and  outstanding  share  of PSCo  common  stock,
            together  with the  associated  right (the "PSCo  Right")  (the PSCo
            common  stock  and  the  PSCo  Right  are  hereinafter  referred  to
            collectively  as the "PSCo Common  Stock") to purchase share of PSCo
            Common Stock pursuant to the terms of the Rights  Agreement  between
            PSCo and Mellon Bank, N.A., as Rights Agent thereunder,  dated as of
            February 26, 1991, as amended (the "PSCo Rights  Agreement")  (other
            than any  shares  of PSCo  Common  Stock  (i)  owned  by  PSCo,  any
            subsidiary of PSCo,  SPS or any subsidiary of SPS, all of which will
            be cancelled  without  consideration and will cease to exist or (ii)
            held by holders of PSCo Common Stock who dissent in compliance  with
            all applicable provisions of the Colorado Business Corporation Act),
            will be converted into the right to receive one share of New Century
common stock, par value $1.00 per share.                

                  Each  issued  and  outstanding  share  of  SPS  common  stock,
            together with the associated right (the "SPS Right") (the SPS common
            stock and the SPS Right are hereinafter  referred to collectively as
            the "SPS  Common  Stock") to  purchase  shares of SPS  Common  Stock
            pursuant  to the  terms  of the  Rights  Agreement  between  SPS and
            Society  National  Bank,  successor to Ameritrust  Company  National
            Association, as Rights Agent thereunder,  dated as of July 23, 1991,
            as amended  (the "SPS Rights  Agreement")  (other than any shares of
            SPS Common Stock (i) owned by SPS, any  subsidiary  of SPS,  PSCo or
            any  subsidiary  of PSCo,  all of which  will be  cancelled  without
            consideration and will cease to exist or (ii) held by holders of SPS
            Common  Stock  who  dissent  in  compliance   with  all   applicable
            provisions  of the New Mexico  Business  Corporation  Act),  will be
            converted into the right to receive 0.95 of one share of New Century
Common Stock.                                           

            In  addition,  upon  consummation  of the  Mergers,  pursuant to the
Merger Agreement:                                       

                  All  shares of  capital  stock of the  Registrant  issued  and
            outstanding  immediately  prior  to the  Mergers  will be  cancelled
without consideration and will cease to exist.          

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8-B12B/A
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A more  complete  description  of the  Mergers is  contained  in the Joint Proxy
Statement  dated December 13, 1995, for the Special  Meeting of  Shareholders of
Public  Service  Company of  Colorado  held on January  31,  1996 and the Annual
Meeting of Shareholders  of Southwestern  Public Service Company held on January
31,  1996.  A copy of the Joint Proxy  Statement  is filed as Exhibit 99 to this
registration statement.                                                         

Item 3.     Securities to be Registered.                                        
The  Registrant is authorized  to issue 260 million  shares of Common Stock,  of
which 200 shares were issued and outstanding as of April 15, 1997. No shares are
held  by or  for  the  account  of  Registrant.  It is  anticipated  that  up to
106,794,443 shares of Common Stock will be issued in the Merger.                

Item 4.     Description of Registrant's Securities to be Registered.            
A  description  of  the   Registrant's   Common  Stock  is  contained  in  the  
Registrant's Form S-4, File No. 33-64951.                                       

Item 5.     Financial Statements and Exhibits.                                  
List below all financial statements and exhibits, if any, required to be filed  
as a part of the application or statement.                                      

(a)  Financial Statements                                           

          Audited  financial  statements for Registrant's  fiscal year ended
December 31, 1996/(1)/                                  

(b)  Exhibits.                                                      

                      2     Agreement  and Plan of  Reorganization  dated as
                of  August  22,  1995,  as  amended,  among  Public  Service
                Company of Colorado,  Southwestern  Public  Service  Company
and New Century Energies, Inc./(2)/         

                      3.1   Registrant's     Restated     Certificate     of
Incorporation/(1)/                          

3.2   Registrant's By-laws/(2)/ 

                 10.1  Employment Agreement of Bill D. Helton/(2)/

                    10.2  Employment Agreement of Wayne H. Brunetti/(2)/

                        99 Joint Proxy  Statement  dated  December 13, 1995, for
                  the Shareholders of Public Service Company of Colorado held on
                  January  31,  1996  and  Annual  Meeting  of  Shareholders  of
                  Southwestern  Public Service  Company held on January 31, 1996
(the "Proxy Statement")./(2)/               

         [1]   Included in Registrant's Form 10-K filed February 12, 1997.

[2]   Filed with Form S-4,  File No. 33-64951.          

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8-B12B/A
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 SIGNATURE

Pursuant to the  requirements  of Section 12 of the  Securities  Exchange Act of
1934, the Registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.                       

New Century Energies, Inc.

By:   /s/R. C. Kelly            
R. C. Kelly         
        Executive Vice President and
 Chief Financial Officer

Dated:      May 9, 1997                                                         

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-B12B/A’ Filing		Date		First		Last			Other Filings
Filed on:		5/9/97		4
		4/15/97		3
		2/12/97		3
		12/31/96		3					10-K
		1/31/96		2		3
		12/13/95		3					S-4
		8/22/95		2		3
		8/21/95		2
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