UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
(Mark One)
| [X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2011
| Commission File Number | Name of Registrants, State of Incorporation, Address and Telephone Number | I.R.S. Employer Identification No. | ||
| 001-32462 | PNM Resources, Inc. | 85-0468296 | ||
| (A New Mexico Corporation) | ||||
| Alvarado Square | ||||
| Albuquerque, New Mexico 87158 | ||||
| (505) 241-2700 | ||||
| 001-06986 | Public Service Company of New Mexico | 85-0019030 | ||
| (A New Mexico Corporation) | ||||
| Alvarado Square | ||||
| Albuquerque, New Mexico 87158 | ||||
| (505) 241-2700 | ||||
| 002-97230 | Texas-New Mexico Power Company | 75-0204070 | ||
| (A Texas Corporation) | ||||
| 577 N. Garden Ridge Blvd. | ||||
| Lewisville, Texas 75067 | ||||
| (972) 420-4189 | ||||
Indicate by check mark whether each registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
| PNM Resources, Inc. (“PNMR”) | YES | ü | NO | ||
| Public Service Company of New Mexico (“PNM”) | YES | ü | NO | ||
| Texas-New Mexico Power Company (“TNMP”) | YES | NO | ü | ||
(NOTE: As a voluntary filer, not subject to the filing requirements, TNMP filed all reports under Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months.)
Indicate by check mark whether each registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
| PNMR | YES | ü | NO | ||
| PNM | YES | ü | NO | ||
| TNMP | YES | ü | NO | ||
Indicate by check mark whether registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer or a smaller reporting company (as defined in Rule 12b-2 of the Act).
Large accelerated filer | Accelerated filer | Non-accelerated filer | Smaller Reporting Company | |||||||||||||
| PNMR | ü | |||||||||||||||
| PNM | ü | |||||||||||||||
| TNMP | ü | |||||||||||||||
Indicate by check mark whether any of the registrants is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES NO ü
As of August 2, 2011, 86,673,174 shares of common stock, no par value per share, of PNMR were outstanding.
The total number of shares of common stock of PNM outstanding as of August 2, 2011 was 39,117,799 all held by PNMR (and none held by non-affiliates).
The total number of shares of common stock of TNMP outstanding as of August 2, 2011 was 6,358 all held indirectly by PNMR (and none held by non-affiliates).
PNM AND TNMP MEET THE CONDITIONS SET FORTH IN GENERAL INSTRUCTIONS (H) (1) (a) AND (b) OF FORM 10-Q AND ARE THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE FORMAT PURSUANT TO GENERAL INSTRUCTION (H) (2).
This combined Form 10-Q is separately filed by PNMR, PNM, and TNMP. Information contained herein relating to any individual registrant is filed by such registrant on its own behalf. Each registrant makes no representation as to information relating to the other registrants. When this Form 10-Q is incorporated by reference into any filing with the SEC made by PNMR, PNM, or TNMP, as a registrant, the portions of this Form 10-Q that relate to each other registrant are not incorporated by reference therein.
EXPLANATORY NOTE REGARDING AMENDMENT NO. 1
The purpose of this Amendment No. 1 to the Quarterly Report on Form 10-Q (“Amendment No. 1”) is to amend Part II, Item 6, Exhibits of each registrant's Quarterly Report on Form 10-Q for the period ended June 30, 2011, initially filed with the Securities and Exchange Commission (“SEC”) on August 9, 2011 (the “Original Filings”). This Amendment No. 1 is being filed solely to furnish Exhibit 101 to the Original Filings as required by Rule 405 of Regulation S-T.
In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, the text of the amended Part II, Item 6 is set forth in its entirety herein, including those portions that have not been amended from that set forth in the Original Filings. This Amendment No. 1 does not otherwise update any information or exhibits as originally filed and does not otherwise reflect events occurring after the filing date of the Original Filings.
Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
ITEM 6. EXHIBITS
| 3.1 | PNMR | Articles of Incorporation of PNM Resources, as amended to date (incorporated by reference to Exhibit 3.1 to PNMR’s Current Report on Form 8-K filed November 21, 2008) |
| 3.2 | PNM | Restated Articles of Incorporation of PNM, as amended through May 31, 2002 (incorporated by reference to Exhibit 3.1.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002) |
| 3.3 | TNMP | Articles of Incorporation of TNMP, as amended through July 7, 2005 (incorporated by reference to Exhibit 3.1.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005) |
| 3.4 | PNMR | Bylaws of PNM Resources, Inc. with all amendments to and including February 17, 2009 (incorporated by reference to Exhibit 3.1 to PNMR’s Current Report on Form 8-K filed February 20, 2009) |
| 3.5 | PNM | Bylaws of PNM with all amendments to and including May 31, 2002 (incorporated by reference to Exhibit 3.1.2 to the Company’s Report on Form 10-Q for the fiscal quarter ended June 30, 2002) |
| 3.6 | TNMP | Bylaws of TNMP as adopted on August 4, 2005 (incorporated by reference to Exhibit 3.2.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005) |
| *4.1 | PNMR | Agreement of Resignation, Appointment and Acceptance, effective as of June 1, 2011, among PNMR, The Bank of New York Mellon Trust Company, N.A. and Union Bank, N.A. (for March 15, 2005 PNMR Indenture) |
| *4.2 | PNM | Agreement of Resignation, Appointment and Acceptance, effective as of May 1, 2011, among PNM, The Bank of New York Mellon Trust Company, N.A. and Union Bank, N.A. (for March 11, 1998 PNM Indenture) |
| *4.3 | PNM | Agreement of Resignation, Appointment and Acceptance, effective as of June 1, 2011, among PNM, The Bank of New York Mellon Trust Company, N.A. and Union Bank, N.A. (for August 1, 1998 PNM Indenture) |
| *4.4 | TNMP | Agreement of Resignation, Appointment and Acceptance, effective as of June 1, 2011, among TNMP, The Bank of New York Mellon Trust Company, N.A. and Union Bank, N.A. (for March 23, 2009 TNMP Indenture) |
| *10.1 | PNMR | Letter Agreement, dated as of May 5, 2011, between PNM Resources, Inc. and Cascade Investment, L.L.C. |
| *12.1 | PNMR | Ratio of Earnings to Fixed Charges |
| *12.2 | PNMR | Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends |
| *12.3 | PNM | Ratio of Earnings to Fixed Charges |
| *12.4 | TNMP | Ratio of Earnings to Fixed Charges |
| *31.1 | PNMR | Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| *31.2 | PNMR | Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| *31.3 | PNM | Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| *31.4 | PNM | Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| *31.5 | TNMP | Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| *31.6 | TNMP | Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| *32.1 | PNMR | Chief Executive Officer and Chief Financial Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| *32.2 | PNM | Chief Executive Officer and Chief Financial Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| *32.3 | TNMP | Chief Executive Officer and Chief Financial Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 101.INS | PNMR, PNM, and TNMP | XBRL Instance Document |
| 101.SCH | PNMR, PNM, and TNMP | XBRL Taxonomy Extension Schema Document |
| 101.CAL | PNMR, PNM, and TNMP | XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | PNMR, PNM, and TNMP | XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | PNMR, PNM, and TNMP | XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | PNMR, PNM, and TNMP | XBRL Taxonomy Extension Presentation Linkbase Document |
* Filed with the Original Filings.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.
PNM RESOURCES, INC. PUBLIC SERVICE COMPANY OF NEW MEXICO TEXAS-NEW MEXICO POWER COMPANY | ||
| (Registrants) | ||
| Date: | September 6, 2011 | /s/ Thomas G. Sategna |
| Thomas G. Sategna | ||
| Vice President and Corporate Controller | ||
| (Officer duly authorized to sign this report) | ||