SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------- FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 PSCO CAPITAL TRUST I (Exact Name of Registrant as Specified in its Charter) Delaware Applied For - ---------------------------------------- --------------------------- (State of Incorporation or Organization) (I.R.S. Employer Identification No.) c/o Public Service Company of Colorado 1225 17th Street Denver, Colorado 80202 - ---------------------------------------- ------------------ (Address of Principal Executive Offices) (Zip Code) If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. | | If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is to become effective pursuant to General Instruction A.(d), please check the following box. | | Securities Act registration statement 333-47485 file number to which this form relates: (if applicable) Securities to be registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which to be so Registered Each Class is to be Registered __% Trust Originated Preferred New York Stock Exchange Securities(sm) (and the Guarantee with respect thereto) Securities to be registered pursuant to Section 12(g) of the Act: None -1- INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 1. Description of Registrant's Securities to be Registered. The class of securities to be registered hereby is the __% Trust Originated Preferred Securities (the "Preferred Securities") of PSCO Capital Trust I, a statutory business trust created under the laws of the State of Delaware (the "Trust"). The Preferred Securities represent preferred undivided beneficial interests in the assets of the Trust, and are guaranteed by Public Service Company of Colorado, a Colorado corporation and the Depositor of the Trust, to the extent set forth in Amendment No. 1 to the Registration Statement on Form S-3 of the Trust and Public Service Company of Colorado (Registration No. 333-47485) (the "Registration Statement"), filed with the Securities and Exchange Commission on March 31, 1998, and the form of Prospectus included therein, and the Preliminary Prospectus Supplement for the Preferred Securities, which descriptions are incorporated herein by reference. Definitive copies of the Prospectus and the Prospectus Supplement describing the Preferred Securities will be filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, and shall be incorporated by reference into this Registration Statement on Form 8-A. ("Trust Originated Preferred Securities" is a service mark of Merrill Lynch & Co., Inc.) Item 2. Exhibits. 2.1 Certificate of Trust, dated February 27, 1998, of PSCO Capital Trust I (incorporated herein by reference to Exhibit 4(h) to the Registration Statement filed with the Securities and Exchange Commission on March 6, 1998. 2.2 Form of Amended and Restated Declaration of Trust of PSCO Capital Trust I (incorporated herein by reference to Exhibit 4(j) to the Registration Statement). 2.3 Form of Preferred Security (incorporated herein by reference to Exhibit 4(k) to the Registration Statement). 2.4 Form of Guarantee Agreement with respect to the Preferred Securities (incorporated herein by reference to Exhibit 4(g) to the Registration Statement). 2.5 Form of Subordinated Debt Securities Indenture between Public Service Company of Colorado and The Bank of New York, as Trustee (incorporated herein by reference to Exhibit 4(d) to the Registration Statement). 2.6 Form of Supplemental Indenture to Indenture to be used in connection with the issuance of a series of Deferrable Interest Subordinated Debentures (incorporated herein by reference to Exhibit 4(e) to the Registration Statement). -2- SIGNATURES 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, thereto duly authorized. Dated: April 24, 1998 PSCO CAPITAL TRUST I By: /s/ Nancy Felker Nancy Felker, as Trustee PUBLIC SERVICE COMPANY OF COLORADO Depositor of the Registrant and Guarantor under the Guarantee By: /s/ Brian P. Jackson Name: Brian P. Jackson Title: Senior Vice President and Chief Financial Officer -3-