SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) March 24, 1999
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New Century Energies, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-12927 84-1334327
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1225 Seventeenth Street, Denver, Colorado
80202
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (303) 571-7511
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N/A
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On March 25, 1999, New Century Energies, Inc., a Delaware corporation
("NCE"), and Northern States Power Company, a Minnesota corporation ("NSP"),
issued a joint press release announcing that they had entered into an Agreement
and Plan of Merger, dated as of March 24, 1999 (the "Merger Agreement"),
providing for a strategic business combination of NCE and NSP. Pursuant to the
Merger Agreement, NCE will be merged with and into NSP with NSP as the surviving
corporation in the merger (the "Merger"). Subject to the terms of the Merger
Agreement, each share of NCE common stock, par value $1.00 per share ("NCE
Common Stock"), other than certain shares to be cancelled, together with any
associated purchase rights, will be converted into the right to receive 1.55
(the "Conversion Ratio") shares of NSP common stock, par value $2.50 per share
("NSP Common Stock"). Cash will be paid in lieu of any fractional shares of NSP
Common Stock which holders of NCE Common Stock would otherwise receive. The
Merger is expected to be a tax free stock-for-stock exchange for shareholders of
both companies and to be accounted for as a pooling of interests.
The Merger Agreement and the joint press release announcing the execution
of the Merger Agreement are filed herewith as Exhibits 2.1 and 99.1,
respectively, and are incorporated herein by reference.
Consummation of the Merger is subject to certain closing conditions,
including, among others, approval by the shareholders of NCE and NSP, approval
or regulatory review by certain state utilities regulators, the Securities and
Exchange Commission under the Public Utility Holding Company Act of 1935, as
amended, the Federal Energy Regulatory Commission, the Federal Communications
Commission, the Nuclear Regulatory Commission and expiration or termination of
the waiting period applicable to the Merger under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended. Each of NCE and NSP have agreed
to certain undertakings and limitations regarding the conduct of their
businesses prior to the closing of the transaction. The Merger is expected to
take from 12 to 18 months to complete.
On March 24, 1999, NCE amended (the "Rights Amendment") its Rights
Agreement (the "Rights Agreement") dated as of August 1, 1997 between NCE and
The Bank of New York as Rights Agent, to provide that NSP will not be deemed to
be an "Acquiring Person" as defined in the Rights Agreement, as a result of the
execution, delivery and performance of the Merger Agreement or the consummation
of the transactions contemplated therein, with the effect of exempting the
transactions contemplated by the Merger Agreement from the Rights Agreement, and
provides that all rights under the Rights Agreement expire at the effective time
of the Merger. The foregoing description of the Rights Agreement is qualified in
its entirety by reference to the terms of the Rights Amendment, a copy of which
is attached hereto as Exhibit 99.2.
Item 7. Financial Statements, Pro Forma Financial Information, and Exhibits
The following exhibits are filed herewith:
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2.1 Agreement and Plan of Merger dated as of March 24, 1999, by and between
Northern States Power Company and New Century Energies, Inc.
99.1 Press release dated March 25, 1999.
99.2 Amendment as of March 24, 1999 to the Rights Agreement dated as of August
1, 1997 between New Century Energies, Inc. and The Bank of New York.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NEW CENTURY ENERGIES, INC.
Dated: March 25, 1999 By: /s/ Teresa S. Madden
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Name: Teresa S. Madden
Title: Controller
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
2.1 Agreement and Plan of Merger dated as of March 24, 1999, by
and between Northern States Power Company and New Century
Energies, Inc.
99.1 Press release dated March 25, 1999.
99.2 Amendment as of March 24, 1999 to the Rights Agreement dated
as of August 1, 1997 between New Century Energies, Inc. and
The Bank of New York.
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