RULE NO. 424(b)(2)
REGISTRATION NO. 333-05199
PROSPECTUS SUPPLEMENT
(To Prospectus Dated July 11, 1996)
$100,000,000
[LOGO] Southwestern Public Service Company(SM)
A New Century Energies Company
Series A Senior Notes, 6.20% Due March 1, 2009
------------
Southwestern Public Service Company will pay interest on the Notes due March
1, 2009, at the rate of 6.20% per annum paid semi-annually on March 1 and
September 1 of each year, commencing on September 1, 1999. The Notes constitute
a series of our unsecured debt securities. We may redeem the Notes at any time,
in whole or in part, at a redemption price equal to the greater of (i) 100% of
the principal amount of the Notes to be redeemed or (ii) the sum of the present
values of the remaining scheduled payments of principal and interest thereof
discounted to the redemption date on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Treasury Yield (as defined),
plus 0.15%, plus, in each case, accrued and unpaid interest to the redemption
date. The Notes will not be listed on any securities exchange or included in
any automated quotations system. Please read the information described under
the headings "Summary of Certain Terms of the Notes" and "Description of the
Notes" in this Prospectus Supplement and "Description of New Unsecured
Securities" in the accompanying Prospectus for a more detailed description of
the terms of the Notes.
------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus supplement or the related prospectus.
Any representation to the contrary is a criminal offense.
------------
Per Note Total
--------- ---------
Public Offering Price.................................... 99.846% $99,846,000
Underwriting Commission.................................. 0.650% $ 650,000
Proceeds to Company...................................... 99.196% $99,196,000
Interest on the Notes will accrue from March 2, 1999.
------------
The Underwriters are severally offering the Notes subject to various
conditions. The Underwriters expect to deliver the Notes to the purchasers on
or about March 2, 1999.
------------
Salomon Smith Barney
Chase Securities Inc.
NationsBanc Montgomery Securities LLC
February 25, 1999
You should rely only on the information contained in or incorporated by
reference in this Prospectus Supplement and the accompanying Prospectus. SPS
has not authorized anyone to provide you with different information. SPS is not
making an offer of these securities in any state where the offer is not
permitted. You should not assume that the information provided or incorporated
by reference in this Prospectus Supplement or the accompanying Prospectus is
accurate as of any date other than the date on the front of this Prospectus
Supplement.
TABLE OF CONTENTS
Page
----
PROSPECTUS SUPPLEMENT
About this Prospectus..................................................... S-3
Where You Can Find More Information....................................... S-3
Disclosure Regarding Forward-looking Statements........................... S-4
Summary of Certain Terms of the Notes..................................... S-5
The Company............................................................... S-6
Use of Proceeds........................................................... S-6
Ratio of Earnings to Fixed Charges........................................ S-6
Description of the Notes.................................................. S-6
Book-Entry Issuance -- The Depository Trust Company....................... S-8
Underwriting.............................................................. S-9
Legal Opinions............................................................ S-10
Experts................................................................... S-10
PROSPECTUS
Available Information..................................................... 3
Incorporation of Certain Documents by Reference........................... 3
The Company............................................................... 4
Use of Proceeds........................................................... 4
Earnings Ratios........................................................... 4
Description of New Preferred Stock........................................ 5
Description of New Bonds.................................................. 8
Description of New Unsecured Securities................................... 12
Book-Entry Only System.................................................... 19
Plan of Distribution...................................................... 23
Legal Opinions............................................................ 24
Experts................................................................... 25
ABOUT THIS PROSPECTUS
This Prospectus Supplement relates to a Prospectus which is part of a
Registration Statement that we have filed with the SEC utilizing a "shelf"
registration process. Under this shelf registration process, we may sell the
securities described in the Prospectus in one or more offerings up to a total
amount of $220,000,000. The Prospectus provides you with a general description
of the securities we may offer. Each time we sell securities, we provide a
Prospectus Supplement containing specific information about the terms of that
offering. The Prospectus Supplement may also add, update or change information
contained in the Prospectus. Please carefully read both this Prospectus
Supplement and the accompanying Prospectus in addition to the information
described under the heading "Where You Can Find More Information".
WHERE YOU CAN FIND MORE INFORMATION
We file reports and other information with the Securities and Exchange
Commission. Certain of the reports and information that we file may be included
in the combined reports and information of New Century Energies, Inc., of which
we are a wholly-owned subsidiary. You may read and copy any document we file
with the Commission at the Commission's Public Reference Room located at 450
Fifth Street, N.W., Washington, D.C. 20549 and at the regional offices of the
Commission located at the Northwestern Atrium Center, 500 West Madison Street,
Suite 1400, Chicago Illinois 50551-2511, and at 7 World Trade Center, Suite
1300, New York, New York 10048. You may obtain further information regarding
the operation of the Commission's Public Reference Room by calling the
Commission at 1-800-SEC-0330. Our filings are also available to the public on
the Commission's Internet site located at http://www.sec.gov. In addition, you
may inspect our reports at the offices of The New York Stock Exchange, Inc. at
20 Broad Street, New York, New York 10005.
The Commission allows us to "incorporate by reference" into the Prospectus
accompanying this Prospectus Supplement the information we file with the
Commission, which means that we can disclose important information to you by
referring you to those documents. This information incorporated by reference is
considered to be part of the Prospectus accompanying this Prospectus Supplement,
unless we update or supersede that information by the information contained in
the Prospectus or a Prospectus Supplement or by information that we file
subsequently that is incorporated by reference into such Prospectus. We are
incorporating by reference into the Prospectus accompanying this Prospectus
Supplement the following documents that Southwestern Public Service Company
("SPS") has filed with the Commission and the future filings SPS will make with
the Commission under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act"), until the offering of the securities
offered hereby is completed:
1. SPS's Annual Report on Form 10-K for the year ended December 31, 1997
(included in the New Century Energies, Inc. combined Annual Report on Form 10-K
for such year).
2. SPS's Quarterly Reports on Form 10-Q for the quarters ended March 31,
1998, June 30, 1998 and September 30, 1998 (included in the New Century
Energies, Inc. combined Quarterly Reports on Form 10-Q for such quarters).
3. SPS's Current Report on Form 8-K dated February 23, 1999 (included in
the New Century Energies, Inc. combined Current Report on Form 8-K for such
date) and Current Report on Form 8-K dated February 25, 1999.
This Prospectus Supplement and the related Prospectus are part of a
Registration Statement we have filed with the Commission relating to our
securities. As permitted by Commission rules, this Prospectus Supplement and
the related Prospectus do not contain all of the information included in the
Registration Statement and the accompanying exhibits and schedules we file with
the Commission. You should read the Registration Statement, the exhibits and
the schedules for more information about us and our securities. The
Registration Statement, exhibits and schedules are also available at the
Commission's Public Reference Room or through its Internet site.
S-3
You may also obtain a copy of our filings with the Commission at no cost by
writing to or telephoning us at the following address:
Attn: Brian P. Jackson, Senior Vice President, Chief Financial
Officer and Treasurer
Southwestern Public Service Company
1225 17th Street
Denver, Colorado 80202
(Tel: 303-571-7511)
You should rely only on the information contained or incorporated by
reference in this Prospectus Supplement and the related Prospectus. We have not
authorized anyone else to provide you with different information. We are not
making an offer of these securities in any jurisdiction where the offer is not
permitted. You should not assume that the information contained or incorporated
by reference in this Prospectus Supplement and the related Prospectus is
accurate as of any date other than the date on the front of this Prospectus
Supplement.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
Statements contained in this Prospectus Supplement and the accompanying
Prospectus, including the documents that are incorporated by reference as set
forth in "Where You Can Find More Information", that are not historical facts
are forward-looking statements as defined in the Private Securities Litigation
Reform Act of 1995. Forward-looking statements are based on the beliefs of our
management as well as assumptions made by and information currently available to
our management. We caution that assumptions, projections, expectations,
intentions or beliefs about future events may and often do vary materially from
actual results and the differences between assumptions, projections,
expectations, intentions or beliefs and actual results can be material.
Accordingly, there can be no assurance actual results will not differ materially
from those expressed or implied by forward-looking statements.
The following are some of the facts that could cause actual results to
differ from those expressed or implied in the forward-looking statements
contained or incorporated by reference herein:
. the effects of the weather;
. future economic conditions;
. the performance of generating units;
. fuel prices and availability;
. regulatory decisions and the effects of changes in state and federal
laws;
. the pace of deregulation of domestic retail natural gas and
electricity markets;
. the timing and extent of change in commodity prices for all forms of
energy;
. capital spending requirements;
. the evolution of competition;
. earnings retention and dividend payout policies; and
. changes in accounting standards and other factors.
When used in our documents, the words "anticipate", "estimate", "expect",
"forecast", "goal", "objective", "projection" or similar words are intended to
identify forward-looking statements.
We undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
In light of these risks, uncertainties, and assumptions, the forward-looking
events discussed or incorporated by reference in this Prospectus Supplement and
accompanying Prospectus might not occur.
S-4
SUMMARY OF CERTAIN TERMS OF THE NOTES
Notes Offered..................................... $100 million aggregate principal amount of Series A Senior
Notes, 6.20% Due March 1, 2009.
Maturity.......................................... March 1, 2009.
Interest Rate..................................... The Notes will bear interest at the rate of 6.20% per annum.
Interest Payment Dates............................ Semi-annually on March 1 and September 1, commencing
September 1, 1999.
Record Dates...................................... February 15 and August 15 of each year preceding each
interest payment date.
Redemption........................................ The Notes will be redeemable at any time at a redemption
price equal to the greater of (i) 100% of the principal amount
of the Notes to be redeemed or (ii) the sum of the present
values of the remaining scheduled payments of principal and
interest thereof discounted to the redemption date on a semi-
annual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Yield (as defined), plus
0.15%, plus, in each case, accrued and unpaid interest to the
redemption date.
Ranking........................................... The Notes are our unsecured general obligations.
Certain Covenants................................. The Notes will be issued under the Indenture which contains
covenants that may limit our ability to consolidate or merge
with any other corporation or transfer all or substantially all of
our assets.
Form and Denomination............................. The Notes will initially be represented by a global note
registered in the name of a nominee of The Depository Trust
Company ("DTC").
Address and Telephone Number of the Company....... Tyler at Sixth, Amarillo, Texas 79101 (Tel: 303-571-7511)
S-5
THE COMPANY
SPS, incorporated under the laws of the State of New Mexico in 1921, is an
operating utility engaged primarily in the generation, transmission,
distribution and sale of electricity in portions of the states of Texas, New
Mexico, Oklahoma and Kansas. Our principal executive offices are located at
Tyler at Sixth, Amarillo, Texas 79101 (Tel: 303-571-7511).
On August 1, 1997, SPS and Public Service Company of Colorado consummated a
business combination and each became a wholly-owned subsidiary of New Century
Energies, Inc., a registered holding company under the Public Utility Holding
Company Act of 1935.
USE OF PROCEEDS
The proceeds from the sale of the Notes will be used to meet capital
requirements which may include the repayment of certain short-term debt, pending
the retirement of $90,000,000 of our 6 7/8% First Mortgage Bond due December 1,
1999 at maturity and for other proper general corporate purposes, including the
improvement or maintenance of our services and construction or improvement of
our facilities.
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges for each of the periods indicated is
set forth below:
Year Ended December 31, Year Ended August 31,
----------------------- 4-Month Period Ended -------------------------
1998 1997 December 31, 1996/*/ 1996 1995 1994
---- ---- -------------------- ---- ---- ----
Ratio of earnings to
fixed charges 3.82 2.97 2.56 4.21 5.10 4.76
/*/On April 22, 1997, we changed our fiscal year from a twelve-month
period ending August 31 to a twelve-month period ending December 31. We filed a
transition report on Form 10-K for the four-month period from September 1, 1996
to December 31, 1996.
In computing the ratios, earnings represent income before fixed
charges (as defined in the next sentence) and provisions for federal and state
income taxes. Fixed charges represent interest expense, amortization of debt
discount, premium and expense, the estimated interest component of rental
expense and dividends on trust preferred securities.
DESCRIPTION OF THE NOTES
The following information concerning the Notes supplements the description
of the general terms and provisions of New Unsecured Securities set forth in
the accompanying Prospectus. If the information is inconsistent with the
Prospectus, the following language should replace the language in the
Prospectus. If we use a term that is not defined in this Prospectus Supplement,
you should use the definition contained in the Prospectus or the Indenture. The
following description of the terms of the Notes is not complete. You should
read this description of the Notes together with the description of the New
Unsecured Securities in the accompanying Prospectus.
General. We will issue the Notes as a new series of New Unsecured
Securities under an indenture, dated as of February 1, 1999, between The Chase
Manhattan Bank, as trustee (the "Unsecured Securities Trustee") and us, as
supplemented and amended by supplemental indentures thereto, including the First
Supplemental Indenture, dated as of March 1, 1999 (collectively, the
"Indenture"). The Indenture is described in more detail in the Prospectus. The
Notes are the first series of New Unsecured Securities that we have issued under
the Indenture. Substantially all of our assets are pledged under an Indenture of
Mortgage and Deed of Trust, dated August 1, 1946, pursuant to which $495,000,000
of our First Mortgage Bonds are currently outstanding.
S-6
Maturity, Interest Rate and Payment Dates. The Notes will:
. be our direct obligations,
. mature on March 1, 2009.
Interest on the Notes will:
. begin to accrue on March 2, 1999, the date the Notes are issued,
. be at the annual interest rate stated on the cover page of this
Prospectus Supplement,
. be payable semi-annually on March 1 and September 1 in each year,
commencing September 1, 1999,
. be calculated based on a 360-day year consisting of twelve 30-day
months, and
. be paid to the person in whose name the Note is registered at the
close of business on the record date for the next interest payment
date, except as otherwise provided in the Indenture.
Redemption of the Notes. We may redeem the Notes, in whole or in part, at
a redemption price equal to the greater of (i) 100% of the principal amount of
the Notes to be redeemed or (ii) the sum of the present values of the remaining
scheduled payments of principal and interest thereon discounted to the
redemption date on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Yield, plus 0.15%, plus, in each case,
accrued and unpaid interest to the redemption date.
"Treasury Yield" means , with respect to any redemption date, the rate per
annum equal to the semi-annual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Notes that would be utilized, at the time of selection
and in accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of the
Notes.
"Comparable Treasury Price" means, with respect to any redemption date, (i)
the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount ) on the third
business day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 Quotations for U.S. Government
Securities" or (ii) if such release (or any successor release) is not published
or does not contain such prices on such business day, (A) the average of the
Reference Treasury Dealer Quotations for such redemption date, after excluding
the highest and lowest such Reference Treasury Dealer Quotations for such
redemption date, or (B) if the Trustee obtains fewer than four such Reference
Treasury Dealer Quotations, the average of all such Reference Treasury Dealer
Quotations.
"Independent Investment Banker" means Salomon Smith Barney Inc. or its
successor ("Salomon") or, if such firm is unwilling or unable to select the
Comparable Treasury Issue, one of the remaining Reference Treasury Dealers
appointed by the Trustee after consultation with us.
"Reference Treasury Dealer" means (i) each of Salomon and any other primary
U.S. Government securities dealer in New York City (a "Primary Treasury Dealer")
designated by, and not affiliated with, Salomon, provided, however, that if
Salomon or any of its designees shall cease to be a Primary Treasury Dealer, we
will appoint another Primary Treasury Dealer as a substitute for such entity and
(ii) any other Primary Treasury Dealer selected by us..
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
us, of the bid and asked prices for the Comparable Treasury Issue (expressed ,
in each case, as a percentage of its principal amount) quoted in writing to us
by such Reference Treasury Dealer at 5:00 p.m. on the third business day
preceding such redemption date.
S-7
A notice of redemption may provide that it is subject to certain
conditions, which will be specified in the notice. If those conditions are not
met, the redemption notice will be of no effect and we would not be obligated to
redeem the Notes.
We will send each holder of Notes to be redeemed notice of the redemption
by first-class mail not less than 30 days prior to the redemption date.
The Notes do not provide for any sinking fund.
We may purchase the Notes in the open market, by tender or other methods.
We may hold these purchased Notes, resell them or give them to the Trustee for
cancellation. If applicable, we will comply with the requirements of Rule 14e-1
under the Securities Exchange Act of 1934 and other securities laws and
regulations in connection with any such purchase. The Notes may be defeased in
the manner provided in the Indenture.
BOOK-ENTRY ISSUANCE -- THE DEPOSITORY TRUST COMPANY
DTC will act as securities depositary for the Notes. The Notes will
initially be issued only as fully registered securities registered in the name
of Cede & Co. (DTC's partnership nominee). One or more fully registered global
certificates representing the total aggregate principal amount of the Notes will
be issued and will be deposited with the Trustee as custodian for DTC.
The laws of some jurisdictions require that certain purchasers of
securities take physical delivery of securities in definitive form. Such laws
may impair the ability to transfer beneficial interests in the Notes as
represented by a global certificate.
DTC management is aware that some computer applications, systems and the
like for processing data that are dependent upon calendar dates may encounter
"Year 2000" problems. DTC's Internet site (http://www.dtc.org) contains
detailed information regarding DTC's progress and plans to support industry
preparations for the impending date change at the end of the decade. DTC has
informed its Participants and other members of the financial community that it
is implementing a program so that its systems, as the same relate to the timely
payment of distributions (including principal and income payments) to
securityholders, book-entry deliveries, and settlement of trades within DTC,
continue to function. This program includes a technical assessment and a
remediation plan, each of which is complete according to DTC. DTC's plan also
includes a testing phase, which is expected to be completed within appropriate
time frames.
DTC's ability to perform its services is also dependent upon other parties,
including but not limited to issuers and their agents, as well as third party
vendors from whom DTC licenses software and hardware, and third party vendors on
whom DTC relies for information or the provision of services, including
telecommunications and electrical utility service providers, among others. DTC
has indicated that it is contacting third party vendors from whom DTC acquires
services to: (i) impress upon them the importance of such services being Year
2000 complaint; and (ii) determine the extent of their efforts for Year 2000
remediation of their services. In addition, DTC is in the process of developing
such contingency plans as it deems appropriate.
SPS, the Trustee and any underwriter cannot and do not give any assurances
that DTC, DTC Participants or others will distribute payments of debt service on
Notes made to DTC or its nominee as the registered owner, or any redemption or
other notices, to the book-entry interest owners, or that they will do so on a
timely basis, or that DTC will serve and act in the manner described in this
Prospectus Supplement and accompanying Prospectus.
For additional information relating to DTC and the book-entry issuance
system, see "Book-Entry Only System" in the accompanying Prospectus.
S-8
UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting Agreement
that relates to the Notes, SPS has agreed to sell to each of the Underwriters
named below, and each of the Underwriters has severally agreed to purchase, the
respective principal amounts of the Notes set forth opposite its name below:
Principal Amount
----------------
Salomon Smith Barney Inc................. $ 60,000,000
Chase Securities Inc..................... $ 20,000,000
NationsBanc Montgomery Securities LLC.... $ 20,000,000
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Total............................... $100,000,000
============
The Underwriting Agreement provides that the obligations of the several
Underwriters to purchase the Notes offered by this Prospectus Supplement are
subject to the approval of certain legal matters by their counsel and certain
other conditions. If any of the Notes are purchased by the Underwriters pursuant
to the Underwriting Agreement, then all of the Notes must be purchased.
The Underwriters have advised the Company that they propose initially to
offer some of the Notes to the public at the public offering price set forth on
the cover page of this Prospectus Supplement, and some of the Notes to certain
dealers at this public offering price less a concession not in excess of 0.40%
of the principal amount of the Notes. The Underwriters may allow, and such
dealers may reallow, a concession not in excess of 0.25% of the principal amount
of the Notes on sales to certain other dealers. After the initial offering of
the Notes to the public, the Underwriters may change the offering price and
other selling terms.
The following table shows the underwriting discounts and commission to be
paid to the Underwriters by SPS in connection with this offering (expressed as a
percentage of the principal amount of the Notes)
Paid by SPS
-----------
Per Note.............................. 0.650%
Prior to this offering, there has been no public market for the Notes. The
Underwriters have informed us that they may make a market in the Notes from time
to time. The Underwriters are not obligated to do this, and they may discontinue
this market making at any time without notice. Therefore, no assurance can be
given concerning the liquidity of the trading market for the Notes or that an
active market will develop. We do not intend to apply for the Notes to be listed
on any national securities exchange or national securities quotation system.
In connection with the offering, Salomon Smith Barney Inc., on behalf of
the Underwriters, may overallot, or engage in syndicate covering transactions,
stabilizing transactions and penalty bids. Over-allotment involves syndicate
sales of Notes in excess of the principal amount of the Notes to be purchased by
the Underwriters in the offering, which creates a syndicate short position.
Syndicate covering transactions involve purchases of the Notes in the open
market after the distribution has been completed in order to cover syndicate
short positions. Stabilizing transactions consist of certain bids or purchases
of Notes made for the purpose of preventing or retarding a decline in the market
price of the Notes while the offering is in progress. Penalty bids permit the
Underwriters to reclaim a selling concession from a syndicate member when
Salomon Smith Barney Inc., in covering syndicate short positions or making
stabilizing purchases, repurchases Notes originally sold by that syndicate
member. These activities may cause the price of the Notes to be higher than the
price that otherwise would exist in the open market in the absence of such
transaction. These transactions may be effected in the over-the-counter market
or otherwise and, if commenced, may be discontinued at any time.
S-9
SPS estimates that its total expenses of this offering will be $350,000.
We have agreed to indemnify the Underwriters against certain liabilities,
including liabilities under the Securities Act of 1933. Alternatively, we may
contribute to payments that the Underwriters may be required to make as a result
of these liabilities.
In the ordinary course of their respective businesses, certain of the
Underwriters and their affiliates have engaged, and may in the future engage, in
investment banking or commercial banking transactions with us or our affiliates.
The Chase Manhattan Bank, the Trustee for the Notes, is an affiliate of Chase
Securities Inc., one of the Underwriters.
LEGAL OPINIONS
Certain legal matters in connection with the Notes are being passed upon
for us by Hinkle, Cox, Eaton, Coffield & Hensley, L.L.P., Amarillo, Texas, and
LeBoeuf, Lamb, Greene & MacRae, L.L.P. (a limited liability partnership
including professional corporations) New York, New York. Certain legal matters
in connection with the offering or offerings of the Notes will be passed upon
for the Underwriters by Cahill Gordon & Reindel (a partnership including a
professional corporation), New York, New York. LeBoeuf, Lamb, Greene & MacRae,
L.L.P. is not passing upon our incorporation. LeBoeuf, Lamb, Greene & MacRae,
L.L.P. and Cahill Gordon & Reindel are relying upon the opinions of Hinkle, Cox,
Eaton & Coffield & Hensley, L.L.P. as to matters of New Mexico and Texas law;
Rainey, Ross, Rice & Binns, Oklahoma City, Oklahoma, as to matters of Oklahoma
law; and Foulston & Siefkin L.L.P., Topeka, Kansas as to matters of Kansas law.
EXPERTS
The information contained in this section supplements the information
contained in the accompanying Prospectus under the caption "Experts". You should
read both sections for complete information.
The balance sheets and statements of capitalization of SPS as of December
31, 1998 and 1997, and the related statements of income, shareholder's equity
and cash flows for each of the two years in the period ended December 31, 1998,
included in the SPS Form 8-K dated February 23, 1999, and the consolidated
balance sheet and statement of capitalization of SPS as of December 31, 1997,
and the related consolidated statements of income, shareholder's equity and cash
flows for the year then ended and the related financial statement schedule
included in the New Century Energies, Inc.'s combined Annual Report on Form 10-K
for the year ended December 31, 1997, which statements and schedule are
incorporated by reference in this Prospectus Supplement and the related
Prospectus, have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their reports with respect thereto, and are
incorporated by reference herein in reliance upon the authority of said firm as
experts in giving said reports.
With respect to the unaudited condensed interim financial information of
SPS for the quarters ended March 31, 1998 and 1997, June 30, 1998 and 1997 and
September 30, 1998 and 1997, included in the New Century Energies, Inc.'s
combined Form 10-Q's, which are incorporated by reference herein, Arthur
Andersen LLP has applied limited procedures in accordance with professional
standards for the reviews of such 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 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 condensed 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.
S-10
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$100,000,000
Southwestern Public Service Company
Series A Senior Notes,
6.20% Due 2009
[LOGO] Southwestern Public Service Company(SM)
A New Century Energies Company
------------
PROSPECTUS SUPPLEMENT
February 25, 1999
------------
Salomon Smith Barney
Chase Securities Inc.
NationsBanc Montgomery Securities LLC
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