SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT NO. 1 _____Southwestern Public Service Company (Exact name of registrant as specified in its charter) New Mexico 75-0575400 (State of incorporation or organization) (I.R.S. Employer Identification No.) Tyler at Sixth, Amarillo, Texas 79101 (Address of principal executive offices) (Zip Code) 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 Common Stock Purchase Rights New York Stock Exchange Pacific Stock Exchange Chicago Stock Exchange If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General ___ Instruction A.(c)(1) please check the following box. /__/ If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A.(c)(2) please check the following box. /__/ Securities to be registered pursuant to Section 12(g) of the Act: ______________________________None (Title of Class) -2- Item 1. Description of Securities to be Registered On August 22, 1995, the Board of Directors of Southwestern Public Service Company (the "Company") adopted and approved the execution of Amendment No. 1 (the "Rights Amendment"), 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 Associ- ation, as Rights Agent (the "Rights Agreement" and the rights issuable thereunder, the "Rights"). The Rights Amendment 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. The Rights Amendment provides that notwithstanding anything in the Rights Agreement to the contrary, none of Newco, PSC or any of their respective "Affiliates" and "Associates" shall be considered an "Acquiring Person" 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 summary of the Rights as amended follows: Summary of Rights On July 23, 1991, the Board of Directors of Southwestern Public Service Company declared a dividend distribution of one Right for each outstanding share of common stock, $1 par value, of the Company (the "Common Stock"). The distribution was paid on August 20, 1991 (the "Record Date"), to the shareholders of record on the Record Date. Each Right entitles the registered holder to purchase from the Company one share of the Common Stock at a price of $70 per share (the "Purchase Price"), subject to adjustment. The Board of Directors also authorized the issuance of one Right (subject to adjustment) with respect to each share of Common Stock that has become or will become outstanding between August 20, 1991 and the Distribution Date. The description and terms of the Rights are set forth in the Rights Agreement, as amended by the Rights Amendment. Until the earlier to occur of (i) ten calendar days following the date (the "Shares Acquisition Date" (which date shall not be deemed to have occurred solely by reason of the approval, execution or delivery of the Reorganization Agreement -3- or the consummation of the transactions contemplated thereby)) of public announcement that a person or group of affiliated or associated persons (an "Acquiring Person" (which term shall not include Newco or PSC or any of their respective "Affiliates" and "Associates" which may otherwise become Acquiring Persons solely by reason of the approval, execution or delivery of the Merger Agreement)) acquired, or obtained the right to acquire, beneficial ownership of 10% or more of the outstanding shares of the Common Stock or (ii) ten calendar days following the commencement or announcement of an intention to make a tender offer or exchange offer if, upon consummation thereof, such person would be an Acquiring Person (the earlier of such dates being called the "Distribution Date" (which date shall not be deemed to have occurred solely by reason of the approval, execution or delivery of the Merger Agreement)), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding prior to the Distribution Date, by such Common Stock certificates. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date upon transfer or new issuance of the Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Common Stock certificates outstanding as of the Record Date will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire at the close of business on July 22, 2001, unless earlier redeemed or exchanged by the Company as described below. In the event that, at any time following the Shares Acquisition Date, (i) the Company is acquired in a merger or other business combination transaction (other than a merger in which the Company is the survivor and the shares of the Common Stock remain unchanged), or (ii) 50% or more of the Company's assets or earning power is sold or transferred, each holder of a Right (except Rights which previously have been voided as set forth below) shall thereafter have the right to receive, upon -4- exercise, common stock of the acquiring company having a value equal to two times the exercise price of the Right. Notwithstanding any of the foregoing, upon the occurrence of the Shares Acquisition Date, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. In addition, the Company may, at its option with the concurrence of the Independent Directors, at any time after any person has become an Acquiring Person and on the terms and conditions set forth in the Rights Agreement, exchange all or part of the then outstanding and exercisable Rights for shares of the Common Stock at an exchange ratio of one share of the Common Stock per each share of the Common Stock for which a Right is then exercisable. The Purchase Price payable, and the number of shares of the Common Stock (or cash, property or other securities, as the case may be) issuable upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Common Stock, (ii) upon the grant to holders of the Common Stock of certain rights or warrants to subscribe for shares of the Common Stock or convertible securi- ties at less than the current market price of the Common Stock or (iii) upon the distribution to holders of the Common Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends out of earnings or retained earnings or dividends payable in the Common Stock) or of subscription rights or warrants (other than those referred to above). With certain exceptions, no adjustments in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in the Purchase Price. No fractional shares will be issued and, in lieu thereof, an adjustment in cash will be made based on the market price of the Common Stock on the last trading date prior to the date of exercise. At any time prior to 5:00 P.M. Texas time on the tenth calendar day following the Shares Acquisition Date, the Company may redeem the Rights in whole, but not in part, at a price of $.01 per Right (the "Redemption Price"). The decision to redeem shall require that there be Independent Directors in office and that a majority of the Independent Directors concur in such decision. Immediately upon the action of the Board of Directors of the Company electing to redeem the Rights with the concurrence of the Independent Directors, the Company shall -5- make announcement thereof, and upon such action, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. Other than those provisions relating to the principal economic terms of the Rights and the time period within which to redeem the Rights, any of the provisions of the Rights Agreement may be amended by the Board of Directors of the Company prior to the Distribution Date. After the Distribution Date, the provisions of the Rights Agreement may be amended by the Board (in certain circumstances, with the concurrence of the Independent Directors) in order to cure any ambiguity, defect or inconsistency, to make changes which do not adversely affect the interests of holders of Rights (excluding the interests of any Acquiring Person), or, with certain limitations, to shorten or lengthen any time period under the Rights Agreement. The term "Independent Directors" means any member of the Board of Directors of the Company who was a member of the Board prior to the date of the Rights Agreement, and any person who is subsequently elected to the Board if such person is recommended or approved by a majority of the Independent Directors, but shall not include an Acquiring Person, or an affiliate or associate of an Acquiring Person, or any representative of the foregoing entities. Each outstanding share of Common Stock on August 20, 1991 and each share of Common Stock issued after that date and through the date hereof, received one Right. So long as the Rights are attached to the Common Stock, the Company will issue one Right with each new share of the Common Stock so that all such shares will have attached Rights. The Company has agreed to have available out of its authorized and unissued shares of the Common Stock, or of its authorized and issued shares of the Common Stock held in its treasury, the number of shares of the Common Stock that it reasonably expects at the time will be sufficient to permit the exercise of the outstanding Rights. The Rights have certain anti-takeover effects. The Rights will cause substantial dilution to a person who attempts to acquire the Company without conditioning his or her offer on a substantial number of Rights being acquired. The Rights will not affect a transaction approved by the Company prior to the -6- existence of an Acquiring Person, because the Rights can be redeemed before the consummation of such transaction. A copy of the Rights Agreement, as amended, is attached hereto as an exhibit and is incorporated herein by reference. The foregoing description of the Rights is qualified by reference to such exhibit. Item 2. Exhibits 1 Form of Rights Agreement, dated as of July 23, 1991, between Southwestern Public Service Company and Ameritrust Company National Association, as Rights Agent (incorporated by reference to Exhibit 2 to the Company's Form 8-A, dated July 23, 1991). 2 Amendment No. 1, dated as of August 22, 1995, to the Rights Agreement between Southwestern Public Service Company and Society National Bank, successor to Ameritrust Company National Association. SIGNATURE 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. SOUTHWESTERN PUBLIC SERVICE COMPANY Date: August 30, 1995 By /s/ Bill D. Helton ------------------------------- Name: Bill D. Helton Title: Chairman of the Board and Chief Executive Officer EXHIBIT INDEX Number Description Page 1 Rights Agreement, dated as of July 23, 1991, between Southwestern Public Service Company and Ameritrust Company National Association, as Rights Agent (incorporated by reference to Exhibit 2 to the Company's Form 8-A, dated July 23, 1991). 2 Amendment No. 1, dated as of August 22, 1995, to the Rights Agreement between Southwestern Public Service Company and Society National Bank, successor to Ameritrust Company National Association.