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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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) August 22, 1995
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SOUTHWESTERN PUBLIC SERVICE COMPANY
(Exact name of registrant as specified in its charter)
1-3789
(Commission file number)
New Mexico 75-0575400
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
Tyler at Sixth, Amarillo, Texas 79101
(Address of principal executive (Zip code)
offices)
(806) 378-2121
(Registrant's telephone number, including area code)
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NOT APPLICABLE
(Former name or former address, if changed since last report)
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Item 5. Other Events.
On August 22, 1995, the Board of Directors of South-
western Public Service Company (the "Company") adopted and
approved the execution of Amendment No. 1, dated as of August
22, 1995, to the Rights Agreement, dated as of July 23, 1991,
between the Company and Society National Bank, successor to
Ameritrust Company National Association, as Rights Agent (the
"Rights Agreement" and the rights issuable thereunder, the
"Rights"). Amendment No. 1 was executed in connection with the
execution of the Agreement and Plan of Reorganization (the
"Merger Agreement"), dated as of August 22, 1995, by and among
the Company, Public Service Co. of Colorado ("PSC") and M-P New
Co. ("Newco") which provides for a business combination as peer
firms involving PSC and the Company in a "merger-of-equals"
transaction. Amendment No. 1 amends the Rights Agreement to
provide that none of Newco, PSC or any of their respective
affiliates and associates shall be considered an Acquiring Per-
son under the Rights Agreement and no Shares Acquisition Date
or Distribution Date (each as defined in the Rights Agreement)
has occurred or will occur, in any such case as a result of the
approval, execution or delivery of the Merger Agreement.
A copy of Amendment No. 1 to the Rights Agreement is
attached hereto as Exhibit 4 and is incorporated herein by
reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits: The following exhibit is filed herewith:
4 Amendment No. 1, dated as of August 22, 1995,
to the Rights Agreement, dated as of July 21,
1995, by and between Southwestern Public Ser-
vice Company and Society National Bank, succes-
sor to Ameritrust Company National Association.
SIGNATURES
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.
SOUTHWESTERN PUBLIC SERVICE COMPANY
(registrant)
By /s/ Bill D. Helton
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Name: Bill D. Helton
Title: Chairman of the Board
and Chief Executive
Officer
Date: August 30, 1995
EXHIBIT INDEX
Exhibit
Number Description
4 Amendment No. 1, dated as of August 22,
1995, to the Rights Agreement, dated as of
July 23, 1991, by and between Southwestern
Public Service Company and Society
National Bank, successor to Ameritrust
Company National Association.