Exhibit Index on Page 8
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 1, 1997
NEW CENTURY ENERGIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-12927 84-1334327
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1225 Seventeenth Street
Denver, Colorado 80202
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code (303) 571-7511
None
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(Former name or former address, if changed since last report.)
Item 5. Other Events.
On April 30, 1997, the Board of Directors of New Century Energies, Inc.
(the "Company") declared, subject to the receipt of certain regulatory
clearances, a dividend distribution of one Right for each outstanding share of
Common Stock, $1 par value (the "Common Stock"), of the Company. The
distribution is payable on July 31, 1997 (the "Record Date"). Each Right
entitles the registered holder to purchase from the Company one one-hundredth of
a share of Series A Junior Participating Preferred Stock (the "Preferred
Stock"), at a price of $100 per one one-hundredth of a share (the "Purchase
Price"), subject to adjustment. The description and terms of the Rights are set
forth in a Rights Agreement (the "Rights Agreement") between the Company and The
Bank of New York, as Rights Agent (the "Rights Agent").
Distribution Date; Transfer of Rights
Until the earlier to occur of (i) ten calendar days following the date (the
"Shares Acquisition Date") of public announcement that a person or group of
affiliated or associated persons (an "Acquiring Person") acquired, or obtained
the right to acquire, beneficial ownership of Common Stock or other voting
securities ("Voting Stock") that have 10% or more of the voting power of the
outstanding shares of Voting Stock or (ii) ten calendar days (or such later date
as may be determined by action of the Board of Directors prior to the time any
person or group of affiliated persons becomes an Acquiring Person) following the
commencement or announcement of an intention to make a tender offer or exchange
offer, the consummation of which would result in such person acquiring, or
obtaining the right to acquire, beneficial ownership of Voting Stock having 10%
or more of the voting power of the outstanding shares of Voting Stock (the
earlier of such dates being called the "Distribution Date"), the Rights will be
evidenced, with respect to any of the Company's Common Stock certificates
outstanding as of the Record Date, by such Common Stock certificates. 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 Company's Common Stock will contain a notation incorporating the
Rights Agreement by reference. The Rights Agreement provides that, until the
Distribution Date, the Rights will be transferred with and only with the
Company's Common Stock and the surrender for transfer of any of the Company's
Common Stock certificates outstanding 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
Company's Common Stock as of the close of business on the Distribution Date and
such separate Right Certificates alone will evidence the Rights.
Page 2 of 82 Pages
The Rights are not exercisable until the Distribution Date. The Rights will
expire at the close of business on July 31, 2007, unless earlier redeemed or
exchanged by the Company as described below.
Exercise of Rights for Common Stock of the Company
In the event that a Person becomes an Acquiring Person, each holder of a
Right will thereafter have the right to receive, upon exercise, Common Stock
(or, in certain circumstances, cash, property or other securities of the
Company) having a value equal to two times the Purchase Price of the Right.
Notwithstanding any of the foregoing, following the occurrence of any of the
events set forth in this paragraph, 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.
Exercise of Rights for Shares of the Acquiring Company
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,
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 above) shall thereafter have the right to receive, upon
exercise, common stock of the acquiring company having a value equal to two
times the Purchase Price of the Right.
Adjustments to Purchase Price
The Purchase Price payable, and the number of shares of Preferred Stock (or
Common Stock 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 Preferred Stock, (ii) upon the grant to holders of the
Preferred Stock of certain rights or warrants to subscribe for shares of the
Preferred Stock or convertible securities at less than the current market price
of the Preferred Stock or (iii) upon the distribution to holders of the
Preferred Stock of evidences of indebtedness or assets (excluding regular
periodic cash dividends out of earnings or retained earnings or dividends
payable in the Preferred Stock) or of subscription rights or warrants (other
than those referred to above).
With certain exceptions, no adjustment in the Purchase Price will be
required until the earlier of (i) three years from the date of the event giving
rise to such adjustment and (ii) the time at which cumulative adjustments
require an adjustment of at least 1% in such Purchase Price. No fractional
shares will be issued (other than fractional shares which are
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integral multiples of one one-hundredth of a share of Preferred Stock) and, in
lieu thereof, an adjustment in cash will be made based on the market price of
the Preferred Stock on the last trading date prior to the date of exercise.
Redemption and Exchange of Rights
At any time after the occurrence of the event set forth under the heading
"Exercise of Rights for Common Stock of the Company" above, the Board of
Directors (with the concurrence of a majority of the Independent Directors) may
exchange the Rights (other than Rights owned by the Acquiring Person which shall
have become void), in whole or in part, at an exchange ratio of one share of
Common Stock (or a fraction of a share of Preferred Stock having the same market
value) per Right (subject to adjustment).
At any time prior to 5:00 P.M. New York City 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 $.001 per Right (the "Redemption Price").
Under certain circumstances set forth in the Rights Agreement, 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, if required, the concurrence of the Independent Directors, the
Company shall 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 or exchanged, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without limitation,
the right to vote or to receive dividends.
Terms of the Preferred Stock
The Preferred Stock will rank junior to all other series of the Company's
preferred stock with respect to payment of dividends and as to distributions of
assets in liquidation. Each share of Preferred Stock will have a quarterly
dividend rate per share equal to the greater of $1.00 or 100 times the per share
amount of any dividend (other than a dividend payable in shares of Common Stock
or a subdivision of the Common Stock) declared from time to time on the Common
Stock, subject to certain adjustments. The Preferred Stock will not be
redeemable. In the event of liquidation, the holders of the Preferred Stock will
be entitled to receive a preferred liquidation payment per share of $10,000
(plus accrued and unpaid dividends) or, if greater, an amount equal to 100 times
the payment to be made per share of Common Stock, subject to certain
adjustments. Generally, each share of Preferred
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Stock will vote together with the Common Stock and any other series of
cumulative preferred stock entitled to vote in such manner and will be entitled
to 100 votes, subject to certain adjustments. In the event of any merger,
consolidation, combination or other transaction in which shares of Common Stock
are exchanged for or changed into other stock or securities, cash and/or other
property, each share of Preferred Stock will be entitled to receive 100 times
the aggregate amount of stock, securities, cash and/or other property, into
which or for which each share of Common Stock is changed or exchanged, subject
to certain adjustments. The foregoing dividend, voting and liquidation rights of
the Preferred Stock are protected against dilution in the event that additional
shares of Common Stock are issued pursuant to a stock split or stock dividend or
distribution. Because of the nature of the Preferred Stock's dividend, voting,
liquidation and other rights, the value of the one one-hundredth of a share of
Preferred Stock purchasable with each Right is intended to approximate the value
of one share of Common Stock.
Amendments to Terms of 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, or to make
changes which do not adversely affect the interests of holders of Rights
(excluding the interests of any Acquiring Person); provided, however, that no
supplement or amendment may be made after the Distribution Date which changes
those provisions relating to the principal economic terms of the Rights. The
Board of Directors may also, with the concurrence of a majority of the
Independent Directors, extend the redemption period for up to an additional 20
days.
The term "Independent Directors" means any member of the Board of Directors
of the Company who either (i) was a member of the Board on the date of the
Rights Agreement or (ii) is subsequently elected to the Board (x) in accordance
with Article V(B)(1) of the Company's Restated Certificate of Incorporation, (y)
if such person was nominated pursuant to the method described in Article V(E) of
the Company's Restated Certificate of Incorporation or (z) 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.
A copy of the Rights Agreement is filed herewith as Exhibit 1. The
foregoing description of the Rights does not purport to be complete and is
qualified in its entirety by reference to such Exhibit, which is hereby
incorporated herein by reference.
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Item 7. Financial Statements and Exhibits.
(c) Exhibits. The following exhibits are filed herewith and
incorporated herein by reference:
Exhibit Number
1 Rights Agreement, dated as of August 1, 1997, between New Century
Energies, Inc. and The Bank of New York, as Rights Agent.
Page 6 of 82 Pages
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 thereunto duly authorized.
NEW CENTURY ENERGIES, INC.
Date: August 1, 1997 By: /s/ Richard C. Kelly
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Name: Richard C. Kelly
Title: Executive Vice President
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EXHIBIT INDEX
Number Description Page
1 Rights Agreement, dated as of August 1, 1997, between 9
New Century Energies, Inc. and The Bank of New York, as
Rights Agent.
Page 8 of 82 Pages