Form 10-K/A
Amendment No. 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________________ to ________________
Commission file number 1-3280
Public Service Company of Colorado
(Exact name of registrant as specified in its charter)
Colorado 84-0296600
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1225 17th Street, Denver, Colorado 80202
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including area code: (303) 571-7511
Securities Registered Pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
Common Stock, par value $5 per share New York, Chicago and Pacific
Rights to Purchase Common Stock New York, Chicago and Pacific
Cumulative Preferred Stock, par value $100 per share
4 1/4 Series American
7.15% Series New York
Cumulative Preferred Stock ($25), par value per share
8.40% Series New York
Securities Registered Pursuant to Section 12(g) of the Act:
Cumulative Preferred Stock, par value $100 per share
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the registrant's Common Stock, $5.00 par
value (the only class of voting stock), held by non-affiliates was
$2,536,745,052 based on the last sale price thereof reported on the consolidated
tape for February 21, 1997.
At February 21, 1997, 65,253,892 shares of the registrant's Common Stock,
$5.00 par value (the only class of common stock), were outstanding.
Documents Incorporated by Reference
None.
PART III
Item 10. Directors and Executive Officers of the Registrant
The following table sets forth certain information concerning the
Directors of the Company as of December 31, 1996.
Name Age Occupation/Title Initial Date as Director
Wayne H. Brunetti 54 President and CEO 1994
Collis P. Chandler, Jr. (g) 70 Chairman, Chandler & Associates, Inc.,
Chandler-Simpson, Inc. and Chandler Drilling Corp. 1985
Doris M. Drury, Ph.D. (a)(h) 70 John J. Sullivan Professor of Free Enterprise
Economics at Regis University, and President of the
Center for Business and Economic Forecasting, Inc. 1975
Thomas T. Farley (c) 62 President, Petersen & Fonda, P.C. 1983
Gayle L. Greer (c) 55 Senior Vice President, Time Warner Cable 1986
A. Barry Hirschfeld (e) 54 President, A.B. Hirschfeld Press, Inc. 1988
D.D. Hock (b) 61 Chairman of the Board 1985
George B. McKinley (a)(g) 69 Chairman and CEO, First National Banks of
Evanston and Kemmerer, Wyoming and President &
CEO, First McKinley Corporation 1976
Will F. Nicholson, Jr. (a)(g) 67 Chairman, Rocky Mountain Bank Card System 1981
J. Michael Powers (d) 54 President, Powers Products Co. and Powers
Masonry Supply 1978
Thomas E. Rodriguez (c) 52 President and General Manager, Thomas E. Rodriguez
& Associates, P.C. 1986
Rodney E. Slifer (e) 62 Partner, Slifer, Smith & Frampton/Vail Associates
Real Estate 1988
W. Thomas Stephens (f)(g) 54 Retired Chairman, Manville Corporation 1989
Robert G. Tointon (a)(g) 63 President and CEO Phelps-Tointon, Inc. 1988
(a) Member of Executive Committee.
(b) Chairperson of Executive Committee.
(c) Member of Audit Committee.
(d) Chairperson of Audit Committee.
(e) Member of Pension Investment Committee.
(f) Chairperson of Pension Investment Committee.
(g) Member of Compensation Committee.
(h) Chairperson of Compensation Committee.
1
The following includes information concerning each of the individuals set
forth in the above table:
Wayne H. Brunetti is president and chief executive officer of the Company.
He joined the Company in July 1994 as president and chief operating officer. He
became chief executive officer on January 1, 1996. He also serves as a director
of e prime, YGSC, and Natural Fuels. Mr. Brunetti is the former president and
chief executive officer of Management Systems International, a Florida
management consulting firm that he founded in 1991. Prior to that, he was
executive vice president of Florida Power & Light Company. Mr. Brunetti
currently serves on the Edison Electric Institute's Policy Committee of
Communication, Marketing and Corporate Services. He also serves as a board
member of the Colorado Association of Commerce and Industry, the Denver Metro
Chamber of Commerce, the Western Energy Supply and Transmission Associates and
the Medic Alert Foundation. He is a member of The Rotary Club of Denver, the
Governor's Task Force in Renewable Energy and the Board of Advisors of the
University of Colorado Business School. He holds a B.S. degree in Business
Administration from the University of Florida, and is a graduate of the Harvard
Business School's Program for Management Development.
Collis P. Chandler, Jr. is chairman and chief executive officer of The
Chandler Company and two of its subsidiaries, Chandler & Associates, Inc. and
Chandler-Simpson, Inc. Chandler & Associates, Inc. is engaged in the oil and
gas exploration and production business. Mr. Chandler has served the
Chandler companies since 1955, when he founded Chandler-Simpson, Inc. He
received a B.S. in Mechanical Engineering from Purdue University in 1948 and
later served as a director and president of the Purdue Alumnae Association.
He is a Registered Professional Engineer in Colorado. Mr. Chandler is a
member of the National Petroleum Council and served as its chairman from
1976-1979. James Schlesinger awarded him the Secretary of Energy's
Distinguished Service medal. He is a director of the American Petroleum
Institute, and in 1994 was the recipient of its highest award, The Gold Medal
for Distinguished Achievement. He is also a member and a former president of
the Rocky Mountain Oil & Gas Association. Mr. Chandler is also a member of
the Rocky Mountain Association of Geologists, the American Association of
Professional Landsmen and the Society of Petroleum Engineers.
Dr. Doris M. Drury is the John J. Sullivan Professor of Free Enterprise
Economics at Regis University, a position she has held since January 1990. She
was executive director of the MBA Program until July 1993, when Dr. Drury became
special assistant to the president of Regis University. Prior to her positions
with Regis University, she was a professor of economics at the University of
Denver for 24 years. She is also president of the Center for Business and
Economic Forecasting, Inc. Dr. Drury is a director of Equitable of Iowa
Companies and Premier Bank. She served on the Colorado Bankers Association's
Project Consensus Task Force and on the Governor's Management and Efficiency
Study Committee.
Thomas T. Farley is a senior partner in the law firm of Petersen & Fonda,
P.C. in Pueblo, Colorado, which he joined in 1974. He received his LL.B. from
the University of Colorado and a B.S. in Economics from the University of Santa
Clara where he serves as a member of the Board of Regents. He is a director of
Health Systems International, Inc., a community director of Norwest Pueblo and
Norwest Sunset, and a member of Norwest Colorado's statewide Community Relations
Committee. He is also a trustee and president of the Catholic Foundation of the
Diocese of Pueblo, and trustee of the Farley Foundation and the Great Outdoors
Colorado Trust Fund.
Gayle L. Greer is senior vice president, division operations, for Time Warner
Communications. Prior to this appointment in February 1996 she served as cable
and group vice president for Time Warner Cable's National Division. She held
these positions from February 1984 to 1996. Ms. Greer received a B.S. in
Political Science and Sociology and a masters degree in Social Work from the
University of Houston. Ms. Greer is a director of Equitable of Iowa Companies.
She is a member and co-founder of the National Association of Minorities in
Cable, and a board member of the Women's Forum of Colorado.
2
A. Barry Hirschfeld is president of A. B. Hirschfeld Press, Inc., a
commercial printing company. He has held this position since 1984. He is the
third generation to head this family-owned business, which was founded in 1907.
He received his M.B.A. from the University of Denver and a B.S. in Business
Administration from California State Polytechnic University. Mr. Hirschfeld
serves on the boards of directors of the Boettcher Foundation; Mountain States
Employers Council, where he is chairman; the Rocky Mountain Multiple Sclerosis
Center; the National Conference of Christians and Jews; the Boy Scouts of
America; the Cherry Creek Arts Festival; Up with People; and the National Jewish
Center, where he serves as vice president of the board. He also serves on the
Advisory Board of the Harvard University Divinity School Center for Values in
Public Life. He is vice president of the Mile Hi Stadium Club and a member of
the KUSA 9Who Care Board of Governors; the One Hundred Club of Denver; Colorado
Concern, where he serves on the executive committee; Denver Mayor Wellington
Webb's Advisory Committee; and the Allied Jewish Federation Endowment Committee.
Mr. Hirshfeld is past board chairman and life time board member of the Denver
Metro Convention and Visitors Bureau and past chairman of the Denver Art Museum.
D. D. (Del) Hock served as chairman of the board of the Company. A
native Coloradan, he began his career with the Company in 1962. Mr. Hock
became president and chief operating officer in 1986 and assumed the position
of president and chief executive officer in October 1988. In February 1989,
he became chairman of the board. He stepped down as president of the Company
in July 1994, and as chief executive officer in January 1996. Mr. Hock
received his B.S. degree in Accounting from the University of Colorado,
Boulder. He currently serves as Masters' Chair of the Denver Metro Chamber
Board of Directors, on the Denver Area Council Boy Scouts of America Board of
Trustees, the University of Colorado Foundation Board, the State Board of
Agriculture, the Denver Foundation Board, and the Colorado Symphony
Association Board of Trustees. He also serves as a director of Serv-Tech,
Inc., Hathaway Corporation, Wagner Equipment Company, Gold, Inc., and
American Century Mutual Funds. Mr. Hock is a member of the Colorado Forum,
Colorado Society and American Institute of Certified Public Accountants and
The Rotary Club of Denver.
George B. McKinley is active in the banking and investment businesses. Mr.
McKinley is chairman and chief executive officer of First National Banks in
Evanston and Kemmerer, Wyoming. He assumed these positions for the Evanston bank
in 1989, and for the Kemmerer bank in 1991. He is president and chief executive
officer of First McKinley Corporation, a bank holding company. He also serves as
a director of the Bankers Bank of the West in Denver. He is active in the
American, Colorado and Wyoming bankers associations, and served as a director of
the Wyoming Bankers Association and president of the Colorado Bankers
Association.
Will F. Nicholson, Jr. is chairman of Rocky Mountain Bank Card System, a
credit card company. In February 1995, he retired as chairman, chief
executive officer and president of Colorado National Bankshares, Inc., a bank
holding company. Mr. Nicholson serves as a director of Boys and Girls Clubs
of Metro Denver; Columbia/HealthONE; the Colorado Golf Association; the
National Western Stock Show Association; Downtown Denver Partnership; and the
U.S. Chamber of Commerce. He is chairman of Visa, U.S.A., Inc. and a
director of Visa International.
J. Michael (Mic) Powers has been president of Powers Masonry Supply of
Cheyenne and Fort Collins and of Powers Products Co., a specialty
construction company in Cheyenne and Denver, since 1974. A native of
Cheyenne, Wyoming, Mr. Powers is a director of the American National Bank -
Cheyenne. Mr. Powers is a 1965 graduate of the University of Arizona.
Thomas E. Rodriguez is a CPA in Colorado and has been president and
general manager of Thomas E. Rodriguez & Assoc., P.C., a certified public
accounting firm, since 1985. He is a director of Mercy Housing, Inc. and
Accurate Machining, Inc. He is a trustee of the Colorado Historical
Foundation and the American Tax Policy Institute in Washington, D.C., as well
as president of the Colorado Association of Hispanic CPAs and the
Archdiocesan Finance Council of Denver. Mr. Rodriguez has served since 1982
as an Appeals Court Judge for the Selective Service System. Until 1993, he
served as a director of the Federal Reserve Bank in Kansas City. He received
a B.S. in Business and Accounting from Colorado State University.
3
Rodney E. Slifer is a partner in Slifer, Smith & Frampton/Vail Associates
Real Estate, LLC, a diversified real estate company. He has held this position
since June 1994. From June 1989 to June 1994, he was a partner in Slifer, Smith
& Frampton. He is currently a director of Alpine Banks of Colorado, a position
he has held since 1983. Mr. Slifer is vice president and a board member of the
Vail Valley Foundation, a director of Colorado Open Lands, a member of the Board
of Governors of the University of Colorado Real Estate Center and serves as a
director and president-elect of Colorado University Real Estate Council.
W. Thomas Stephens served as chairman, president and chief executive officer
of Schuller Corporation (formerly known as Manville Corporation), an
international manufacturing and natural resources company, until August 1996.
Mr. Stephens was elected chief financial officer and executive vice
president of Manville Corporation in 1984, president, chief executive officer
and board member in 1986. He became chairman in June 1990. Mr. Stephens
serves as a director of Mail Well, Stillwater Mining Company and The Denver
Art Museum. He is a trustee of the Eagle Picher Settlement Trust and the
Council for Economic Development. He is a member of The Business Roundtable,
The Conference Board, the Arkansas Academy of Industrial Engineering and the
University of Arkansas Advisory Council. Mr. Stephens received his B.S. and
M.S. degrees in Industrial Engineering from the University of Arkansas.
Robert G. Tointon is president and chief executive officer of
Phelps-Tointon, Inc., a position he assumed in June 1989. Phelps-Tointon,
Inc. is a specialty construction contractor and manufacturer formed by Mr.
Tointon in June 1989 as a spin-off of certain assets of Phelps, Inc., where
he served as president since 1982. Phelps-Tointon, Inc. has four operating
divisions: Rocky Mountain Prestress, Southern Steel Company, Phelps-Tointon
Millwork and Armor Safe Technologies. Mr. Tointon is a director of the
Writer Corporation and a former director of Mountain Bell and Bank One of
Colorado. Mr. Tointon is a member of the Greeley Rotary Club and the
Colorado Forum.
The Company has a standing Executive Committee which exercises, subject to
limitations provided by law, all the authority of the Board of Directors in the
management of the Company between the meetings of the Board of Directors. The
Executive Committee did not meet during 1996.
The Company has a standing Audit Committee, which held nine meetings during
1996. The functions of the Audit Committee are to select and recommend to the
Board of Directors a firm of independent public accountants to audit annually
the books and records of the Company and its consolidated subsidiary companies;
to review the scope of such audit; to receive and review the audit reports and
recommendations; to transmit such audit reports and recommendations to the Board
of Directors; to review the internal control procedures of the Company and its
consolidated subsidiary companies and recommend to the Board of Directors any
changes deemed necessary in such procedures; and to perform such other functions
as the Board of Directors from time to time may delegate to the Audit Committee.
The Company has a standing Pension Investment Committee, which provides
investment oversight for the assets of the Company's Employees' Retirement Plan
and the Employees' Savings and Stock Ownership Plan. The Pension Investment
Committee appoints executives responsible for the management of pension plan
assets, and approves investment objectives and policy guidelines for them to
follow. The Pension Investment Committee receives regular reports on the status
of pension plan and savings plan assets and reports at least annually to the
Board of Directors. The Pension Investment Committee held two meetings in 1996.
The Company has a standing Compensation Committee, which reviews performance
of and recommends salaries and other forms of compensation for executive
officers. The Compensation Committee annually reviews the process of
establishing salaries and wages of Company employees; reviews the process of
management development and long-range planning for Company development; and
reviews and makes recommendations regarding fees and other compensation for
Directors. In addition, the Compensation Committee is responsible for the
oversight of the Omnibus Incentive Plan, the appointment of an executive officer
responsible for day-to-day
4
management of such plan, and the approval of the guidelines for the granting
of awards under the Omnibus Incentive Plan. The Compensation Committee met
seven times during 1996.
The following table sets forth certain information concerning the Executive
Officers of the Company as of December 31, 1996:
Executive Officers Initial Effective Date
D. D. Hock, Age 61 *
Chairman of the Board...................................... February 28, 1989
Chairman of the Board, Cheyenne Light, Fuel and
Power Company ......................................... September 21, 1988
Chairman of the Board, Fuel Resources Development Co....... March 22, 1989
Chairman of the Board, 1480 Welton, Inc.................... September 26, 1988
Chairman of the Board, PSR Investments, Inc................ March 22, 1990
Chairman of the Board, PS Colorado Credit Corporation...... March 22, 1990
Chairman of the Board, Green and Clear Lakes Company....... December 6, 1988
Chairman of the Board, WestGas InterState, Inc............. April 22, 1993
Chairman of the Board, Natural Fuels Corporation........... June 11, 1993
Chairman of the Board, e prime, inc........................ January 30, 1995
Chairman of the Board, Young Gas Storage Company.......... June 27, 1995
Company Service: September, 1962
Wayne H. Brunetti, Age 54
President ................................................. June 28, 1994
and Chief Executive Officer.............................. January 1, 1996
President, 1480 Welton, Inc................................ March 29, 1996
President, PSR Investments, Inc............................ March 29, 1996
President, PS Colorado Credit Corporation.................. March 29, 1996
President, WestGas InterState, Inc......................... April 19, 1995
President, Fuel Resources Development Co................... April 27, 1995
President, Natural Fuels Corporation....................... April 25, 1996
President, Green and Clear Lakes Company................... December 5, 1995
Company Service: June, 1994
Richard C. Kelly, Age 50
Senior Vice President, Finance, Treasurer.................. June 28, 1994
and Chief Financial Officer.............................. January 23,1990
President and Treasurer, New Century Energies, Inc......... August 21, 1995
Vice President, Fuel Resources Development Co.............. April 26, 1990
Treasurer, Fuel Resources Development Co................... August 5, 1994
Vice President, PSR Investments, Inc....................... September 22,1986
Vice President, PS Colorado Credit Corporation............. March 30, 1987
Treasurer, Cheyenne Light, Fuel and Power Company.......... July 15, 1994
Treasurer, 1480 Welton, Inc................................ July 15, 1994
Treasurer, Green and Clear Lakes Company................... July 15, 1994
Treasurer, WestGas InterState, Inc......................... July 15, 1994
Vice President and Treasurer, e prime inc.................. January 30, 1995
Vice President and Treasurer, Young Gas Storage Company.... June 27, 1995
Company Service: May, 1968
5
Patricia T. Smith, Age 49
Senior Vice President and General Counsel.................. December 5, 1994
Company Service: December, 1994
W. Wayne Brown, Age 46
Controller................................................. November 24, 1987
Corporate Secretary........................................ November 23, 1993
Secretary, Cheyenne Light, Fuel and Power Company......... December 15, 1993
Secretary, 1480 Welton, Inc. .............................. December 16, 1993
Secretary, PSR Investments, Inc. .......................... December 16, 1993
Secretary, PS Colorado Credit Corporation.................. December 16, 1993
Secretary, Green and Clear Lakes Company................... December 7, 1993
Secretary, Fuel Resources Development Co................... January 27, 1994
Secretary, WestGas InterState, Inc......................... May 2, 1994
Secretary, e prime, inc.................................... January 30, 1995
Secretary, Young Gas Storage Company....................... June 27, 1995
Company Service: June, 1972
A. Clegg Crawford, Age 64 **
Vice President, Engineering and Operations Support......... June 28, 1994
Company Service: May, 1989
Ross C. King, Age 55
Vice President, Gas and Electric Distribution.............. June 28, 1994
President, Cheyenne Light, Fuel and Power Company.......... July 15, 1994
Company Service: February, 1966
Earl E. McLaughlin, Jr., Age 56
Vice President, Retail Energy Services..................... June 28, 1994
Vice President, Cheyenne Light, Fuel and Power Company..... March 24, 1994
Company Service: August, 1960
Ralph Sargent III, Age 47
Vice President, Production and System Operations........... June 28, 1994
Company Service: July, 1978
Marilyn E. Taylor, Age 54
Vice President, Human Resources............................ June 28, 1994
Company Service: December, 1987
* On February 28, 1997, Mr. Hock retired from the Company.
** On February 7, 1997, Mr. Crawford retired from the Company.
Each of the above executive officers, except Mr. Brunetti and Ms. Smith,
has been employed by the Company and/or its subsidiaries for more than five
years in executive or management positions. Prior to election to the positions
shown above and since January 1, 1992:
Mr. Hock has been Chief Executive Officer and President;
Mr. Brunetti has been Chief Operating Officer of the Company and President
and Chief Executive Officer of Management Systems International from June
1991 through July 1994;
6
Mr. Kelly has been Vice President, Financial Services, Principal Accounting
Officer and Senior Vice President, Finance and Administration;
Ms. Smith has been Vice President and General Counsel for South Carolina
Electric and Gas Company from May 1992 through December 1994 and Vice
President, Regulatory Affairs and Purchasing from 1988 through May 1992;
Mr. Crawford has been Vice President, Nuclear Operations and Vice President,
Electric Production;
Mr. King has been Manager, Denver Metro Region; Vice President, Regional
Customer Operations and Vice President, Metropolitan Customer Operations;
Mr. McLaughlin has been Vice President, Marketing, Customer Services and
Support Services;
Mr. Sargent has been Executive Assistant to Chairman, President and Chief
Executive Officer and Vice President, Finance, Planning and Communications
and Treasurer;
Ms. Taylor has been Vice President, Human Resources and Vice President
Administrative Services.
There are no family relationships between executive officers or directors
of the Company. There are no arrangements or understandings between the
executive officers individually and any other person with reference to their
being selected as officers. All executive officers are elected annually by the
Board of Directors.
Compliance With Section 16(a) of the Securities Exchange Act
Based solely upon a review of Forms 3, 4 and 5 and written representation
furnished to the Company, the Company believes that all Directors and Officers,
with one exception, filed in a timely manner their reports required under
Section 16(a) of the Securities Exchange Act of 1934, as amended. Mr. Ralph
Sargent filed one late report relating to the exercise of stock options.
7
Item 11. Executive Compensation
The Compensation Committee of the Board of Directors (the "Committee") is
composed entirely of outside Directors. The Board has delegated to the Committee
the responsibility for establishing and administering the Company's base salary
system, executive annual and long-term incentive compensation plans, and benefit
programs. A primary objective of the Committee regarding executive compensation
is to provide a total compensation package which, as a whole, will enable the
Company to attract, retain and motivate a high-quality executive management team
that will be focused on enhancing shareholder value. Information concerning the
Omnibus Incentive Plan and required Executive Compensation disclosures are
summarized below.
Annual Incentives
Executives have the opportunity to earn annual incentive awards under the
Omnibus Incentive Plan. The purpose of these awards is to promote the
achievement of Company financial and strategic objectives which are designed to
benefit shareholders and customers, focus executive attention on pre-established
goals, and recognize individual performance while fostering team performance.
The Committee believes that annual incentive awards serve to communicate Company
goals to the executives and motivate executives not only to achieve but also
potentially to exceed these goals. The Committee further believes that having a
significant portion of executive compensation at risk fosters meeting these
goals.
In 1996, target awards were set for 10 executive officers, including all
named Executive Officers. Target awards are expressed as a percentage of base
salary, which in 1996 was 40% for Mr. Hock, 45% for Mr. Brunetti (as the new
CEO) and ranged from 25% to 35% for all other named Executive Officers. The
target award for Messrs. Hock and Brunetti were below the median level in the
utility industry. Similarly, targets for the other named Executive Officers were
in line with or below median levels in the utility industry.
Each executive earns the right to receive an award if pre-established
corporate goals (based on earnings per share) are met. The award is adjusted up
or down accordingly based on corporate performance above or below the
pre-established goals. Actual annual incentive awards for 1996 for the named
Executive Officers were calculated based on corporate performance that was above
target earnings per share which resulted in awards based on 124 percent of the
target amount. In addition, the Committee may adjust these awards based on its
assessment of business unit and individual performance. This assessment focuses
on factors such as customer service, actual resource allocations relative to
budget, other strategic business unit factors, and individual performance;
however, formal weightings are not assigned to these factors. Achievement of 100
percent of goals would result in the target amount, with achievement of between
80 and 120 percent of goals resulting in a lesser or greater award. Actual
awards are payable in cash or a combination of restricted stock and cash at the
discretion of the Committee.
Stock Options
Stock options were granted in 1996 to 10 executives, including all named
Executive Officers. The grants were made under the Omnibus Incentive Plan and
are designed to link the interests of executives to improvement in long-term
shareholder value. Award levels, when combined with other long-term incentive
awards, are targeted to deliver compensation at the 50th percentile in the
utility industry.
Stock options vest ratably during the three-year period immediately
following the date of grant. If vested, they may be exercised any time during
the ten-year period following the date of grant. The stock option grants made to
the Executive Officers are based on the value of the stock on the date of grant,
competitive practices, and individual contributions. No formal weightings have
been established for these criteria.
8
Dividend Equivalents
To further strengthen the tie between executive compensation and
shareholder value, the 10 executives who received stock options were granted a
target number of dividend equivalents under the Omnibus Incentive Plan. Payment
of the dividend equivalents is subject to the achievement of earnings per share
goals over a three-year performance period. The goals are established on an
annual basis and are the same as those used for annual incentive awards.
Attainment of 90 percent of the earnings per share goals represents the
threshold at which 50 percent of the awarded dividend equivalents can be earned.
Attainment of the target earnings per share goals (100%) will result in the
executive earning 100 percent of the dividend equivalents awarded for that
particular performance period. The maximum amount of dividend equivalents (150%)
will be earned if at least 110 percent of the earnings per share goals are
attained. Performance is assessed each year and, based on the schedule described
above, a percentage award is calculated. Payment of dividend equivalents is
dependent upon the average of the annual percentage awards during the entire
performance period. In determining the average for the three-year period, any
year in which the minimum performance (threshold) is not achieved, the
percentage award is included as zero. Although the Company's achievement of 124
percent of the established goal in 1996 resulted in an annual award, the actual
percentage of dividend equivalents granted in 1996 which ultimately will be
paid, is dependent on performance during each year of the entire 1996 to 1998
performance period.
The dividend equivalent amounts paid in early 1997, which are reported in
the Summary Compensation Table, reflect performance during 1994, 1995, and 1996.
Average performance during those years was slightly above target and resulted in
awards of approximately 108 percent of target.
The number of dividend equivalents granted to the Executive Officers was
based on the number of unvested stock options from 1994, 1995, and 1996. Stock
option and dividend equivalent grants for 1996 for the Chief Executive Officer
and the named Executive Officers as a group remained below the 50th percentile.
9
================================================================================
Summary Compensation Table
================================================================================
Annual Compensation Long-Term Compensation All
Name and Principal Other
Position Compen-
sation
($)(d)(e)
--------------------------------------------------------------------
Year Awards Payouts
-------------------------------------
Salary Bonus($) Other Restricted Securities LTIP
($) (a) Annual Stock Underlying Payouts
Compen- Awards Options/ ($)
sation ($)(a)(c) SAR's(#)
($)(b)
- -------------------------------------------------------------------------------------------------------------------
Delwin D. Hock (e) 1996 $450,020 $256,820 $ 0 30,220 $82,658 $4,092,585
Chairman of the Board 1995 446,352 225,440 0 26,500 45,289 22,318
1994 428,014 197,648 0 22,700 17,160 19,260
- -------------------------------------------------------------------------------------------------------------------
Wayne H. Brunetti 1996 400,018 256,820 0 16,800 30,129 20,001
President and Chief 1995 330,838 150,448 74,992 14,700 0 6,917
Executive Officer 1994 148,320 58,251 123,085 17,000 0 0
- --------------------------------------------------------------------------------------------------------------------
Richard C. Kelly 1996 238,339 120,820 0 10,950 29,388 11,917
Sr. V.P. Finance, 1995 227,503 100,457 49,983 9,600 15,619 11,375
Treasurer and 1994 215,005 49,970 24,756 8,200 5,631 10,362
Chief Financial Officer
- -------------------------------------------------------------------------------------------------------------------
Patricia T. Smith 1996 225,842 94,944 0 9,300 0 11,292
Sr. V.P. and General 1995 220,018 49,782 24,658 8,150 0 0
Counsel 1994 15,834 0 21,563 0 0 0
- -------------------------------------------------------------------------------------------------------------------
A. Clegg Crawford (f) 1996 182,347 58,770 0 4,650 15,459 9,117
V.P. Engineering and 1995 172,841 33,791 16,649 4,050 8,585 8,642
Operations Support 1994 167,000 27,165 13,335 4,200 3,175 4,755
===================================================================================================================
(a) The amounts shown in the "Bonus" column for 1996 represent the cash awards
earned under the Omnibus Incentive Plan for financial performance in 1996. These
awards were paid in February 1997. In accordance with the plan guidelines, the
entire award amount can be paid in cash or a combination of cash and restricted
stock. At the election of each executive officer, all or a portion of the award
may be deferred into the Executive Savings Plan ("ESP"). In 1996, no executive
officers elected this deferral option. In 1995 and 1994, Mr. Hock elected to
defer the entire award into the ESP and, accordingly, both the cash portion and
the value of the restricted stock portion of Mr. Hock's 1995 and 1994 awards are
reflected in the "Bonus" column. In addition, under the 1996 Employee Incentive
Plan, Mr. Hock, Mr. Brunetti, Mr. Kelly and Ms. Smith received a bonus of $820
and Mr. Crawford received a bonus of $620.
(b) Perquisites and other personal benefits do not exceed the lesser of either
$50,000 or 10% of the total annual salary and bonus reported for the named
Executive Officers.
(c) The amounts shown in the "Restricted Stock Awards" column reflect the value
of all restricted stock awards made under the Omnibus Incentive Plan described
in footnote (a).
Aggregate restricted stock holdings as of December 31, 1996 (including
restricted stock held at year end which vested February 21, 1997) are as
follows: Mr. Brunetti held 6,681 ($259,724) shares of restricted stock; Mr.
Kelly held 2,238 ($87,002) shares of restricted stock; Ms. Smith held 1,452
($56,447) shares of restricted stock and Mr. Crawford held 913 ($35,493) shares
of restricted stock. The restrictions on the shares held by Mr. Crawford lapsed
at the date of his retirement on February 7, 1997. The value of the shares
reported in this paragraph were calculated using the Company's 1996 year end
stock price of $38.875.
Dividends are paid on restricted stock when and as paid on the Company's
Common Stock. Restrictions lapse two years from the date of grant or at the date
of retirement, if earlier.
10
(d) The amounts represented in the "All Other Compensation" column, except for
the additional compensation to Mr. Hock as disclosed in footnote (e), reflect
the total of the matching contributions made under the Company's Employees'
Savings and Stock Ownership Plan (the "ESOP") and the matching contributions
provided by the ESP. The ESP allows the named executives to receive credits for
Company contributions to which they would be entitled under the ESOP if pre-tax
deferral contributions were not limited by federal income tax laws. In
accordance with the provisions of the ESP for Mr. Kelly, the 1994 amount also
includes Company contributions for the years 1989, 1990 and 1991. In 1996, the
value of contributions made under the ESOP to Executives Hock, Brunetti, Kelly,
Smith and Crawford was $7,000. The value of the contributions made under the ESP
in 1996 to Executives Hock, Brunetti, Kelly, Smith and Crawford were $15,501,
$13,001, $4,917, $4,292 and $2,117 respectively.
(e) During the third quarter of 1996, the Compensation Committee recommended and
the Board of Directors of the Company approved the payment of compensation to
Mr. Hock, to be determined under the same terms contained in his severance
agreement dated August 22, 1995 (see discussion in "Employment Contracts and
Change in Control Arrangements" and in Item 12. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT - "Changes in Control"). The Company accrued
this obligation in 1996. On February 28, 1997, Mr. Hock retired from the Company
and was paid the compensation referred to above in the amount of $4,070,084,
including three future years compensation and the reimbursement of certain
taxes.
(f) On February 7, 1997, Mr. Crawford retired from the Company (see disclosures
in "Employment Contracts and Change in Control Arrangements").
===============================================================================
Option/SAR Grants in Last Fiscal Year
===============================================================================
Individual Grants
Name
--------------------------------------------------------
Number of
Securities
Underlying % of Total
Options/ Options/SARS Exercise
SARS Granted to or Base Grant Date
Granted Employees Price Expiration Present
(#)(a) in ($/Sh) Date Value
Fiscal year ($)(b)
- --------------------------------------------------------------------------------
Delwin D. Hock 30,220 19.09% $35.125 2/27/06 $130,271
- --------------------------------------------------------------------------------
Wayne H. Brunetti 16,800 10.61% $35.125 2/27/06 $72,421
- --------------------------------------------------------------------------------
Richard C. Kelly 10,950 6.92% $35.125 2/27/06 $47,203
- --------------------------------------------------------------------------------
Patricia T. Smith 9,300 5.88% $35.125 2/27/06 $40,090
- --------------------------------------------------------------------------------
A. Clegg Crawford 4,650 2.94% $35.125 2/27/06 $20,045
===============================================================================
(a) All options were granted to executive officers by the Compensation Committee
of the Board of Directors on February 27, 1996. The options vest and are
exercisable only to the extent of 33 1/3% on the first anniversary date of the
grant and to the same extent on the second anniversary and third anniversary.
Such rights to exercise are cumulative to the extent not exercised. All options
expire 10 years from the date of grant. In accordance with the terms of the
Omnibus Incentive Plan, all unexercisable options vest 100% immediately upon a
change in control and the Merger, when effective, qualifies as a change in
control condition. All outstanding stock options on the effective date of the
Merger will be exchanged for stock options of NCE. Additionally, unexercisable
options become exercisable at the date of retirement.
11
(b) These amounts represent a theoretical present valuation based on the Black
Scholes Option Pricing Model as adjusted for dividends. The values in the column
are estimated based on an option value of $4.31. The option value was derived
using the following assumptions:
1.the time to exercise is the option life of 10 years;
2.the risk free rate is 6.21%, the interest rate on 10-year treasury
strips as quoted in the Federal Reserve Statistical Release for
February 1996;
3.the option strike price is $35.125;
4.the stock price at grant date is $35.125;
5.the standard deviation of PSCo Common Stock, which is a measure of the
volatility of the stock, is 11.95%; and
6.future dividends are assumed to be $.525 per quarter through the
second quarter of 1997. The dividends are then assumed to increase to
$.58 per quarter over the life of the options. The dividends are
discounted at a rate of 11.00%.
Executives may not sell or assign these options, which have value only to
the extent of future stock price appreciation. These amounts or any of the
assumptions should not be used to predict future performance of stock price or
dividends.
================================================================================
Aggregated Option/SAR Exercises in Last Fiscal Year
and FY-End Option/SAR Values
================================================================================
Number of Value of
Securities Unexercised
Underlying In-the-Money
Unexercised Options/SARS
Options/SARs at FY-End
at FY-End ($) (a)
(#)
------------- ------------
Name Shares Value Exercisable/ Exercisable/
Acquired Realized Unexercisable Unexercisable
on ($)
Exercise
(#)
- --------------------------------------------------------------------------------
Delwin D. Hock (b) 0 $ 0 38,543/ $382,326/
55,454 340,427
- --------------------------------------------------------------------------------
Wayne H. Brunetti (c) 10,566 $72,049 5,667/ $69,421/
32,267 216,946
- --------------------------------------------------------------------------------
Richard C. Kelly (c) 0 $0 13,867/ $137,487/
20,083 123,251
- --------------------------------------------------------------------------------
Patricia T. Smith (c) 0 $0 2,717/ $23,434/
14,733 81,735
- --------------------------------------------------------------------------------
A. Clegg Crawford (b) 0 $0 6,960/ $69,501/
8,750 54,550
================================================================================
(a) Option values were calculated with the closing stock price on December 31,
1996, of $38.875.
(b) All unexercisable options outstanding at the date of retirement became
exercisable.
(c) All unexercisable options outstanding on the effective date of the Merger
become exercisable.
12
================================================================================
Long-Term Incentive Plans - Awards in Last Fiscal Year
================================================================================
Name Number Performance Estimated Future Payouts Under
of or Other Non-Stock Price-Based Plans
Shares, Period
Units Until
or Maturation
Other or Payout
Rights
(a)(#)
---------- ----------- ----------
Threshold Target Maximum
($ or #) ($ or #) ($ or #)
- --------------------------------------------------------------------------------
Delwin D. Hock (b) 55,454 1/1/96
thru $56,563 $113,126 $169,689
12/31/98
- --------------------------------------------------------------------------------
Wayne H. Brunetti 32,267 1/1/96
thru $32,912 $ 65,825 $ 98,737
12/31/98
- --------------------------------------------------------------------------------
Richard C. Kelly 20,083 1/1/96
thru $20,485 $ 40,969 $ 61,454
12/31/98
- --------------------------------------------------------------------------------
Patricia T. Smith 14,734 1/1/96
thru $15,029 $ 30,057 $ 45,086
12/31/98
- --------------------------------------------------------------------------------
A. Clegg Crawford (c) 8,750 1/1/96
thru $ 8,925 $ 17,850 $ 26,775
12/31/98
================================================================================
(a)Dividend equivalents are granted under the Omnibus Incentive Plan. Dividend
equivalents entitle the recipient to the cash amount equal to the average of
the dividends paid over the performance cycle at the then current dividend
rate multiplied by the number of units granted. Dividend equivalents are
earned, if at all, at the end of a three-year performance period depending
upon achievement of Earnings Per Share goals over the performance period. The
Target represents the amount to be awarded if 100% attainment of the goal is
achieved. Threshold represents the amount to be awarded if 90% of the goal is
achieved, and Maximum represents the amount to be awarded if 110% of the goal
is attained. Additional dividend equivalents may be granted each year by the
Compensation Committee. In accordance with the terms of the Omnibus Incentive
Plan, dividend equivalents vest at the target level immediately upon the
effective date of the Merger.
(b)Certain amounts were paid on February 28, 1997, as discussed in footnote (e)
of the Summary Compensation Table.
(c)Certain amounts vested upon retirement.
13
The following table shows the estimated pension benefits payable to a
covered participant at normal retirement age under the Employees' Retirement
Plan ("Retirement Plan") and the Supplemental Executive Retirement Plan
("SERP").
================================================================================
Pension Plan Table
================================================================================
Remuneration Years of Service
15 20 25 or more years
- --------------------------------------------------------------------------------
$100,000 $54,375 $65,000 $65,000
125,000 67,969 81,250 81,250
150,000 81,562 97,500 97,500
175,000 93,750 113,750 113,750
200,000 105,938 130,000 130,000
225,000 118,125 146,250 146,250
250,000 130,313 162,500 162,500
300,000 154,688 195,000 195,000
400,000 203,438 260,000 260,000
450,000 227,813 292,500 292,500
500,000 252,188 325,000 325,000
600,000 300,938 390,000 390,000
================================================================================
The Retirement Plan portion of the amounts listed in the table is calculated
based on the following formula: 1.5% of average final compensation multiplied by
years of credited service.
Average final compensation is based on the highest average of three
consecutive years compensation. For the named Executive Officers, such covered
compensation is reflected in the Salary column of the Summary Compensation
Table. Federal regulations require that for the 1996 plan year no more than
$150,000 in compensation be considered for the calculation of retirement
benefits from the Retirement Plan, and the maximum amount paid from a qualified
defined benefit plan cannot exceed $120,000, as of January 1, 1997. Benefits are
calculated on a straight life annuity basis. The benefit amounts under the
Retirement Plan are not subject to any deduction for Social Security benefits or
other offset amounts.
The number of years of service credited under the Retirement Plan as of
December 31, 1996, were 34 years for Mr. Hock, 2 years for Mr. Brunetti, 28
years for Mr. Kelly, 2 years for Ms. Smith, and 8 years for Mr. Crawford (see
"Employment Contracts and Change in Control Arrangements" for Mr. Brunetti,
Ms. Smith and Mr. Crawford). Mr. Crawford is not a member of the SERP.
There is no maximum number of years of credited service for calculation of
benefits under the Retirement Plan.
The SERP is a non-qualified supplemental pension plan for designated
executive officers that provides increased benefits including those that would
otherwise be denied because of certain Internal Revenue Code limitations on
qualified benefit plans. As of December 31, 1996, there were 9 executive
officers participating in the SERP, including the named Executive Officers (with
the exception of Mr. Crawford). Benefits under the SERP are calculated such
that, when added to the maximum benefits payable under the Retirement Plan,
benefits will equal 65% of the participant's base salary at the participant's
normal retirement date (age 65 or such earlier
14
date as the participant is eligible and elects to retire with full benefits
under the Retirement Plan). For executives who became participants in the SERP
after March 26, 1991, the SERP benefits accrue over a 20-year period. Benefits
are paid for 20 years with a 50% survivor benefit if death occurs sooner. The
benefit amounts under the SERP are not subject to any deduction for Social
Security benefits or other offset amounts.
Although no decision has yet been finalized, it is expected that replacement
plans will be adopted, as applicable, for supplemental retirement, deferred
compensation, incentive compensation and certain other plans for executive
officers when the Merger is effective.
Compensation of Directors
Each Director who is not an officer is currently paid a fee of $24,000 per
annum. Effective January 1, 1994, each non-officer Director is paid an
additional attendance fee of $500 for each Board and committee meeting that such
Director attends, with committee chairpersons receiving $750 per meeting of
their respective committees that they attend.
Effective January 26, 1988, the Company adopted a modified tenure policy for
Directors, as amended. The primary purpose of the policy is to assure the
continued availability to the Company of the varied experience of the Directors
after their retirement. Under the provisions of the policy, and in consideration
of the Directors' agreement to provide advice and counsel to the Board as
requested, all Directors retiring after January 26, 1988, will be paid a monthly
retainer equal to the base fee being paid to outside Directors at the time of
their retirement. This retainer will be paid for 10 years or life, whichever is
less. In addition, any outside Director who has served as a Director for a
minimum of 10 years and who does not seek re-election for reasons other than
physical or mental disability, the pressure of other duties, or similar reasons,
shall also be paid this retainer.
On January 1, 1994, the "Directors' Voluntary Deferral Plan" became
effective. This non-qualified plan allows Directors to defer receipt of
retention fees and/or meeting fees on a pre-tax basis. Messrs. McKinley,
Nicholson, Rodriguez, and Tointon have elected to participate.
Employment Contracts and Change in Control Arrangements
The Company has entered into severance agreements (the "PSCo Severance
Agreements") with certain key employees, including Messrs. Hock, Brunetti and
Kelly and Ms. Smith (each, an "Employee"), as amended. The PSCo Severance
Agreements provide that if the Employee's employment is terminated by the
Company for any reason other than cause, death or disability, or by such
Employee in the event of constructive discharge at any time during the coverage
period, the Company will pay the Employee a severance benefit equal to three
years' compensation and the Employee will continue to receive welfare benefits
and perquisites until the earlier of (i) three years after termination or (ii)
24 months after a 13th-Month Trigger. The 13-month Trigger permits the Employee
to elect to terminate employment for any reason during the 30-day period
following the one-year anniversary of a change in control (as defined in the
PSCo Severance Agreements) and receive a severance benefit equal to two years'
compensation. In addition, the Company will (i) pay such Employee the present
value of the benefits that would have accrued under the qualified retirement
plans in place and operational on the date of termination as if such Employee
had received credit for the three-year period of severance, (ii) treat such
Employee as if he or she had continued to accrue benefits under the Company's
SERP during the three-year period of severance and (iii) treat such Employee as
if he or she were employed by the Company during the three-year period of
severance for purposes of exercising stock options.
The Company entered into an employment agreement with Mr. Hock for a term
ending January 31, 1997, as amended. Mr. Hock's agreement provided for a base
salary of not less than $428,000 plus an annual target bonus opportunity of not
less than 40% of base salary and an annual stock option award opportunity of not
less than 160% of base salary.
15
The Company has entered into an employment agreement with Mr. Brunetti for a
term ending July 17, 1997, as amended. Mr. Brunetti's agreement provides for a
single lump sum cash sign-on bonus in the gross amount of $25,000 in addition to
the issuance of 4,000 shares of restricted stock of the Company. The agreement
also provides for a base salary of not less than $325,000 plus an annual target
bonus opportunity of not less than 35% of base salary and an annual stock option
award opportunity of not less than 140% of base salary. Upon the commencement of
employment with the Company, Mr. Brunetti was also issued stock options for
17,000 shares of stock of the Company. Mr. Brunetti's agreement also provides
that Mr. Brunetti will participate in the SERP and will be entitled to full
benefits upon retirement at age 65.
The Company has entered into an employment agreement with Ms. Smith for a
term ending December 4, 1997, as amended. The agreement provides for a single
lump sum cash sign-on bonus in the gross amount of $20,000 in addition to the
issuance of 750 shares of restricted stock of the Company. The agreement also
provides for a base salary of not less than $220,000 plus an annual target bonus
opportunity of not less than 30% of base salary and an annual stock option award
opportunity of not less than 115% of base salary. Ms. Smith's agreement also
provides that Ms. Smith will participate in the SERP and will be entitled to
full benefits upon retirement at age 65.
Upon termination of Mr. Hock's, Mr. Brunetti's, or Ms. Smith's employment
after a Change in Control (as defined in their respective agreements), such
individual will receive the greater of the payments he or she would otherwise be
entitled to receive under their agreements, including tax-free reimbursement of
any excise taxes paid thereunder, or the payments provided for in his or her
respective severance agreements, as described above. Termination of employment
with the Company to become an employee of a corporation which owns 100% of the
Company will not be considered a termination of employment for purposes of these
agreements. If the Company terminates Mr. Hock's, Mr. Brunetti's, or Ms. Smith's
employment without cause, or such individual terminates his or her employment
for good reason (each as defined in the agreements), such individual shall
receive (i) his or her base salary for the remainder of the term of his or her
agreement, (ii) the greater of the target or actual annual bonus paid for such
year of termination for the remaining term of his or her agreement, (iii) an
immediate vesting of all outstanding incentive awards and the economic
equivalent of any long-term awards he or she would have received during the
remaining term of his or her agreement, (iv) additional credit under the SERP
for the remaining term of his or her agreement, (v) additional contributions
under the ESP that he or she would have received for the remaining term of his
or her agreement, (vi) continued welfare benefits for the remaining term of his
or her agreement, and (vii) a payment equal to the present value of the benefits
he or she would have received under all then existing qualified retirement plans
had he or she received credit for the remaining term of his or her agreement.
Effective March 1, 1994, the Company entered into an employment agreement
with Mr. Crawford pursuant to which he would receive severance benefits if his
employment is terminated because his position is eliminated. Additionally, if
Mr. Crawford's employment is terminated or he retires after his attainment of
age 62, he would be entitled to benefit payments such that his total benefit
payment under the Retirement Plan and the employment agreement equals 40% of his
monthly rate of salary at the time of termination/retirement for a period of 20
years. On February 7, 1997, Mr. Crawford retired at age 65 after effecting the
termination provisions of his employment agreement. Mr. Crawford was paid
severance benefits equal to 26 weeks pay totaling $92,007 and began receiving
other benefit payments, as discussed above, totaling $70,348 annually (includes
$56,240 annually under the employment agreement). Upon Mr. Crawford's death, his
beneficiary will receive 50% of the benefit payments described above for the
remainder of such 20-year period.
In accordance with the stipulation and agreement which was approved in
connection with the CPUC's approval of the Merger, amounts paid under the PSCo
Severance Agreements are not recoverable merger related costs. This regulatory
treatment is similar to the treatment allowed in other transactions of this
type.
16
Compensation Committee Interlocks and Insider Participation
During 1996, the following Directors served on the Compensation
Committee: Dr. Doris M. Drury, Collis P. Chandler, Jr., George B. McKinley,
Will F. Nicholson, Jr., W. Thomas Stephens and Robert G. Tointon. None of
these Directors are or have been an officer or employee of the Company or any
of its subsidiaries. Mr. Tointon was involved in transactions with a
subsidiary of the Company. For a description of these transactions, see Item
13. "CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS".
Item 12. Security Ownership of Certain Beneficial Owners and Management
Security Ownership of Management and Directors
as of February 28, 1997 (a)
================================================================================
Title of Class Name of Beneficial Owner Amount and % of
(b) nature of Class
beneficial (e)
ownership (d)
- --------------------------------------------------------------------------------
Common Stock Wayne H. Brunetti 34,342(f)
- --------------------------------------------------------------------------------
Common Stock Collis P. Chandler, Jr.(1) 10,229
- --------------------------------------------------------------------------------
Common Stock Dr. Doris M. Drury 1,792
- --------------------------------------------------------------------------------
Common Stock Thomas T. Farley (2) 3,161
- --------------------------------------------------------------------------------
Common Stock Gayle L. Greer 995
- --------------------------------------------------------------------------------
Common Stock A. Barry Hirschfeld (3) 4,780
- --------------------------------------------------------------------------------
Common Stock Delwin D. Hock (4) 138,001(f)
- --------------------------------------------------------------------------------
Common Stock George B. McKinley 1,000
- --------------------------------------------------------------------------------
Common Stock Will F. Nicholson, Jr.(5) 2,143
- --------------------------------------------------------------------------------
Common Stock J. Michael Powers 5,480
- --------------------------------------------------------------------------------
Common Stock Thomas E. Rodriguez (6) 1,942
- --------------------------------------------------------------------------------
Common Stock Rodney E. Slifer 10,737
- --------------------------------------------------------------------------------
Common Stock W. Thomas Stephens 4,586
- --------------------------------------------------------------------------------
Common Stock Robert G. Tointon (7) 5,000
- --------------------------------------------------------------------------------
Common Stock Richard C. Kelly (8) 28,986(f)
- --------------------------------------------------------------------------------
Common Stock Patricia T. Smith 10,182(f)
- --------------------------------------------------------------------------------
Common Stock A. Clegg Crawford 11,662(f)
- --------------------------------------------------------------------------------
Common Stock Directors & Executive 327,269(f)
Officers
as a Group (c)
================================================================================
Notes
(a) As of February 28, 1997, the Company is not aware of any persons who
beneficially own more than 5% of the Company's Common Stock.
(b) Common Stock listed in the table represents the Company's Common Stock, $5
par value.
(c) There are a total of 22 Executive Officers and Directors.
17
(d) The common shares represented above include those shares, if any, held
under the Company's ESOP.
(e) On February 28, 1997, the percentage of shares beneficially owned by any
Director or named Executive Officer, or by all Directors and Executive
Officers as a group, does not exceed one percent of the class of securities
described above.
(f) The number of shares includes those which the following have the right to
acquire as of February 27, 1997 through the exercise of vested options
granted under the Omnibus Incentive Plan: Mr. Hock, 112,497 shares; Mr.
Brunetti, 16,167 shares; Mr. Kelly, 23,450 shares; Ms. Smith, 8,533 shares;
Mr. Crawford, 8,750 shares; and all Executive Officers as a group, 196,748
shares. There are 102,884 unexercisable options held by all Directors and
Executive Officers as a group outstanding at February 28, 1997 and on the
effective date of the Merger, these options will become exercisable.
Unless otherwise specified, each Director and named Executive Officer has
sole voting and sole investment power with respect to the shares indicated.
(1) Mr. Chandler's wife owns 308 of these shares, ownership of which Mr.
Chandler disclaims. In addition, Mr. Chandler shares investment power
with Chandler-Simpson, Inc., of which he is President, with respect to
5,143 of these shares.
(2) Included in the total amount are 2,565 common shares held in a family
trust of which Mr. Farley is beneficiary. Mr. Farley has no voting
power but shares investment power with respect to these shares.
(3) Mr. Hirschfeld's wife owns 1,231 of these shares; Mr. Hirschfeld
disclaims ownership of these shares.
(4) Mr. Hock shares voting and investment power with his wife with respect to
21,557 of these shares.
(5) Mr. Nicholson's wife owns 500 of these shares; Mr. Nicholson disclaims
ownership of these shares.
(6) Mr. Rodriguez's wife is custodian and has sole investment and voting
power for their minor children with regard to 1,040 of these shares.
Also, Mr. Rodriguez's wife owns 365 of these shares; Mr. Rodriguez
disclaims ownership of these 1,405 shares.
(7) Mr. Tointon shares voting and investment power with respect to these shares
with Phelps-Tointon, Inc., of which he is President and Chief Executive
Officer.
(8) Mr. Kelly's wife owns 263 of these shares; Mr. Kelly disclaims ownership
of these shares.
Changes in Control
It is expected that the Merger will be completed in the second quarter of
1997 (see Note 3. Merger and Note 9. Commitments and Contingencies Regulatory
Matters in Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA). The Merger,
when effective, will result in a change in control and, accordingly, certain
benefits under the Omnibus Incentive Plan will vest and become payable, as
provided in the plan, and certain provisions under employment contracts and the
PSCO severance agreements will be triggered as disclosed in Item 11. EXECUTIVE
COMPENSATION.
Item 13. Certain Relationships and Related Transactions
Fuelco, a dissolved Colorado corporation and a wholly-owned subsidiary of
the Company, had previously entered into an agreement with The San Juan Basin
Consortium, Ltd. (of which Mr. Tointon and his affiliates were members) to
purchase and further develop various oil and gas properties. Fuelco's working
interest in these properties ranged from 50% to 100%. These properties were sold
by Fuelco, Mr. Tointon and his affiliates on July 1, 1996, effective as of
January 1, 1996, for approximately $27 million. Fuelco's properties were sold at
approximately book value.
18
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Public Service Company of Colorado has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized
on the 25th day of March, 1997.
PUBLIC SERVICE COMPANY OF COLORADO
By /s/R. C. Kelly
---------------------------------
R. C. KELLY
Senior Vice President,
Finance, Treasurer and
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of Public
Service Company of Colorado and in the capacities and on the date indicated.
Signature Title Date
- --------------------------------------------------------------------------------
/s/W. H. Brunetti
____________________________ Principal Executive March 25, 1997
W. H. Brunetti Officer and Director
President and
Chief Executive Officer
/s/R. C. Kelly
_____________________________ Principal Financial Officer March 25, 1997
R. C. Kelly
Senior Vice President,
Finance, Treasurer and
Chief Financial Officer
/s/W. Wayne Brown
_____________________________ Principal Accounting Officer March 25, 1997
W. Wayne Brown
Controller and
Corporate Secretary