-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, NbC0T6Nzo+u1HMVMHWSKf9fO4aCR+7i8kyT3e1nGv/s6TewSLTzfG/ecxUXMAdwz B5R3AhJfxy97mw07gDFMnQ== 0000092521-95-000004.txt : 19950515 0000092521-95-000004.hdr.sgml : 19950515 ACCESSION NUMBER: 0000092521-95-000004 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19940831 FILED AS OF DATE: 19950213 SROS: CSE SROS: MSE SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHWESTERN PUBLIC SERVICE CO CENTRAL INDEX KEY: 0000092521 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 750575400 STATE OF INCORPORATION: NM FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03789 FILM NUMBER: 95509474 BUSINESS ADDRESS: STREET 1: SPS TOWER STREET 2: TYLER AT SIXTH ST CITY: AMARILLO STATE: TX ZIP: 79101 BUSINESS PHONE: 8063782121 MAIL ADDRESS: STREET 1: PO BOX 1261 CITY: AMARILLO STATE: TX ZIP: 79170 11-K 1 United States Securities and Exchange Commission Washington, D.C. 20549 FORM 11-K (Mark One) X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] for the fiscal year ended August 31, 1994 OR TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] for the transition period from __________________________ to __________________________ Commission file number 1-3789 A. Full title of plan: Tax Benefit Plan and Trust B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: Southwestern Public Service Company Tyler at Sixth, Amarillo, Texas 79101 INDEPENDENT AUDITORS' REPORT To the Administrative Committee Southwestern Public Service Company Tax Benefit Plan and Trust: We have audited the accompanying statement of net assets available for benefits of the Southwestern Public Service Company Tax Benefit Plan and Trust (the Plan) as of August 31, 1994, and the related statement of changes in net assets available for benefits for the year then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, such 1994 financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of August 31, 1994, and the changes in net assets available for benefits for the year then ended in conformity with generally accepted accounting principles. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedules, Item 27a - Schedule of Assets Held for Investment Purposes as of August 31, 1994, and Item 27d - Schedule of Reportable Transactions for the year ended August 31, 1994, are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. Such supplemental schedules have been subjected to the auditing procedures applied in our audit of the basic 1994 financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. /s/ Deloitte & Touche LLP Dallas, Texas October 28, 1994 INDEPENDENT AUDITORS' REPORT The Administrative Committee Southwestern Public Service Company Tax Benefit Plan and Trust: We have audited the accompanying statement of net assets available for benefits of the Southwestern Public Service Company Tax Benefit Plan and Trust (the Plan) as of August 31, 1993, and the related statement of changes in net assets available for benefits for the year then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the 1993 financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of August 31, 1993, and the changes in net assets available for benefits for the year then ended in conformity with generally accepted accounting principles. /S/ KPMG Peat Marwick LLP Amarillo, Texas November 12, 1993 SOUTHWESTERN PUBLIC SERVICE COMPANY TAX BENEFIT PLAN AND TRUST STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS AUGUST 31, 1994 AND 1993 ASSETS 1994 1993 INVESTMENT IN SOUTHWESTERN PUBLIC SERVICE COMPANY COMMON STOCK, AT FAIR VALUE (COST OF $35,494,908 IN 1994 AND $31,179,477 IN 1993; 1,219,462 SHARES IN 1994 AND 1,083,654 SHARES IN 1993) $ 32,620,608 $ 33,186,904 RECEIVABLES: Employer's contribution 205,437 217,382 Participants' contributions 482,602 495,677 Accrued dividends 670,704 596,010 CASH (BANK OVERDRAFT) (105) 346 NET ASSETS AVAILABLE FOR BENEFITS $ 33,979,246 $ 34,496,319 See notes to financial statements.
SOUTHWESTERN PUBLIC SERVICE COMPANY TAX BENEFIT PLAN AND TRUST STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEARS ENDED AUGUST 31, 1994 AND 1993 1994 1993 ADDITIONS: Employer contributions $ 205,437 $ 217,382 Participant contributions 3,215,576 3,173,165 Dividends 2,548,004 2,260,835 Total additions 5,969,017 5,651,382 DEDUCTIONS - Distributions to participants 2,071,130 1,163,403 EXCESS OF ADDITIONS OVER DEDUCTIONS 3,897,887 4,487,979 NET DEPRECIATION IN FAIR VALUE OF INVESTMENT IN SOUTHWESTERN PUBLIC SERVICE COMPANY COMMON STOCK (4,414,960) (2,153,774) NET (DECREASE) INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS (517,073) 2,334,205 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 34,496,319 32,162,114 End of year $ 33,979,246 $ 34,496,319 See notes to financial statements.
SOUTHWESTERN PUBLIC SERVICE COMPANY TAX BENEFIT PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS YEARS ENDED AUGUST 31, 1994 AND 1993 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements of the Southwestern Public Service Company Tax Benefit Plan and Trust (the Plan) have been prepared on the accrual basis of accounting. Investment The investment in Southwestern Public Service Company (Company or Employer) common stock is stated at fair value, based on the New York Stock Exchange published market quotations as of the last business day of the Plan's fiscal year. The change in the difference between fair value and the cost of investments, including realized gains or losses, is reflected in the statement of changes in net assets available for benefits as net appreciation (depreciation) in fair value of investments during the year. Securities transactions are recognized on the trade date (the date the order to buy or sell is executed). Dividend income is recorded on the ex-dividend date. Trust Management Boatmen's National Bank of Amarillo (the Trustee) manages the assets of the Plan under the terms of a trust agreement. 2. DESCRIPTION OF THE PLAN The following brief description of the Plan is provided for general information only. Participants should refer to the Plan Agreement for more complete information. General The Plan is a defined contribution plan established in 1985 to provide eligible employees with an opportunity to defer a portion of their pretax compensation and to encourage additional ownership of Company common stock. Benefits are based on employee contributions. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974. The Plan is administered by an Administrative Committee appointed by the Company's Board of Directors. Contributions The Plan was established to conform with the guidelines set forth in Internal Revenue Code (the Code) Section 401(k) and other laws and regulations relating to qualified plans. Employees are eligible for participation upon completion of one year of service. The amount of the Company's annual contribution to the Plan is discretionary. However, the Employer's contribution for any year, including payment of related administrative and investment expenses paid by the Company, cannot exceed the amount of federal income tax benefit to the Company resulting from the deduction for cash dividends paid by the Company on shares of Company common stock owned by the Southwestern Public Service Company Employee Stock Ownership Plan (ESOP) and the additional tax benefit resulting from the Employer's contribution to the Plan and the ESOP. The Company contributed to the Plan 25% of the maximum contribution described above, reduced by combined administrative and investment expenses of the Plan and the ESOP of approximately $162,000 and $123,000 in 1994 and 1993, respectively. The remaining 75% was contributed to the ESOP. Contributions by employees are limited to 6% of base salary per pay period in addition to the amount which is received in dividends from the ESOP. Pursuant to the Code, an employee's before-tax voluntary contribution to his account may not exceed $9,240 for 1994 and $8,994 for 1993. Annual additions to a participant's account may not exceed the lesser of 25% of the participant's compensation for the year or $30,000. This limitation applies to the total Employer contributions allocated to a participant for all defined contribution plans of the Employer. Vesting Employees are fully vested in their contributions and are fully vested in their pro rata share of the Employer's contributions. Distributions The Plan provides that, upon termination of employment for any reason, distributions of benefits to participants which are less than $3,500 are to be made within a reasonable time following termination, generally not to exceed 60 days following the close of the plan year in which such termination occurs. Distributions of benefits to participants which exceed $3,500 are generally made when the participant reaches age 65. However, terminated participants may provide a written request to the Administrative Committee to receive benefits at an earlier date. Distributions are made in full shares of Company common stock and cash for any partial shares. Amounts due to terminated participants of the Plan as of August 31, 1994 and 1993, were approximately $2,206,000 and $1,855,000, respectively. Allocations Employer contributions are allocated in the proportion each participant's contribution to the Plan bears to the contributions of all participants. In allocating Employer contributions to individual participants' accounts, the amount of a participant's contribution that can be considered is limited to 6% of such participant's annual compensation. Termination of the Plan The Plan may be terminated at any time by the Employer. In the event of termination, the Plan's Administrative Committee shall direct the Trustee to distribute the assets remaining in the Plan to participants and beneficiaries in proportion to their respective account balances. The Employer has no intentions of terminating the Plan nor is aware of any occurrences that could result in the termination of the Plan. Administrative and Investment Expenses The Plan provides that administrative expenses may be paid by the Plan; however, administrative expenses and fees incurred in connection with the investment of funds for both the Plan and the ESOP have been paid by the Company in 1994 and 1993, and such amounts have reduced the amount of the Employer contribution to the Plan, as previously described. Included in that amount are reimbursements of certain personnel-related expenses incurred by the Company. 3. FEDERAL INCOME TAXES The Internal Revenue Service issued its latest determination letter dated January 29, 1990, which stated that the Plan is a qualified plan under Section 401(a) of the Code, and the Trust, which forms part of the qualified Plan, is exempt from federal income taxes under Section 501(a) of the Code. The Plan has been amended since receiving the latest determination letter. A determination letter request is currently pending with the Internal Revenue Service to cover these amendments made to the Plan as required by recent legislative changes. In the opinion of the plan administrator, the Plan and its underlying trust have operated within the terms of the Plan and remain qualified under the applicable provisions of the Code. 4. PLAN AMENDMENTS The Plan will be amended from time to time, as required, to comply with legal requirements upon the advice of the Plan's legal counsel. Other amendments may be necessary to ensure that the Plan is appropriate within the industry and community. The Plan adopted several amendments subsequent to year-end to conform with legal requirements. 5. SUBSEQUENT EVENT The Company is proposing to merge the Employee Stock Ownership Plan and Trust into the Tax Benefit Plan and Trust effective March 1, 1995. The proposed new plan will provide for two levels of discretionary Company contributions: one level, contemplated to equal approximately 25% of the tax savings generated by the cash dividends paid to participants, will be allocated among all eligible employees on the basis of their base compensation. The second level, contemplated to equal approximately 50% of the tax savings, will be allocated to employees on the basis of their salary deferrals. The remaining 25% of the tax savings will be available for other uses. Employee salary deferral contributions will be increased to allow all participants to contribute from 1% to 15%, subject to legal limits. In addition, employees will also have the opportunity to elect to diversify 25% of future salary deferral and Company contributions into investments other than Company stock. The remaining 75% of salary deferrals and Company contributions will be invested in Company stock.
SOUTHWESTERN PUBLIC SERVICE COMPANY SCHEDULE 1 TAX BENEFIT PLAN AND TRUST ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AUGUST 31, 1994 Number of Type of Investment and Issuer Shares Cost Fair Value Investment in Southwestern Public Service Company common stock* 1,219,462 $35,494,908 $32,620,608 * Represents transaction with party-in-interest.
SOUTHWESTERN PUBLIC SERVICE COMPANY SCHEDULE 2 TAX BENEFIT PLAN AND TRUST ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS YEAR ENDED AUGUST 31, 1994 Expenses incurred Identity of party involved Description of transaction Purchase price with transaction Boatmen's First National 21 purchases of $5,910,665 $6,141 Bank of Amarillo Southwestern Public Service Company common stock (204,637 shares)* Current value of asset Net gain Cost of asset on transaction date (loss) $5,916,806 $5,910,665 -- * Represents transaction with party-in-interest.
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Tax Benefit Plan and Trust Administrative Committee has duly caused this Annual Report to be signed on its behalf by the undersigned hereunto duly authorized. SOUTHWESTERN PUBLIC SERVICE COMPANY TAX BENEFIT PLAN AND TRUST /s/ Bill D. Helton Chairman of the Board and Chief Executive Officer of Southwestern Public Service Company Member of the Tax Benefit Plan and Trust Administrative Committee DATE: January 18, 1995 EX-23 2 AUDITORS' CONSENT Independent Auditors' Consent We consent to incorporation by reference in Registration Statement No. 33-27452 of Southwestern Public Service Company on Form S-8 of our report dated October 28, 1994, appearing in this Annual Report on Form 11-K of Southwestern Public Service Company Tax Benefit Plan and Trust for the year ended August 31, 1994. /s/ Deloitte & Touche LLP Dallas, Texas January 18, 1995 EX-23 3 AUDITORS' CONSENT Independent Auditors' Consent The Board of Directors Southwestern Public Service Company: We consent to incorporation by reference in the registration statement on Form S-8 (No. 33-27452) of Southwestern Public Service Company of our report dated November 12, 1993, relating to the statement of net assets available for benefits of the Southwestern Public Service Company Tax Benefit Plan and Trust as of August 31, 1993, and the related statement of changes in net assets available for benefits for the year then ended, which report appears in the August 31, 1994 annual report on Form 11-K of the Southwestern Public Service Company Tax Benefit Plan and Trust. /s/ KPMG Peat Marwick LLP Amarillo, Texas February 13, 1995 -----END PRIVACY-ENHANCED MESSAGE-----