UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITES EXCHANGE ACT OF 1934
Date of Report (Date of earliest events reported) April 11, 2001
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April 9, 2001
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PUBLIC SERVICE COMPANY OF NEW MEXICO
(Exact name of registrant as specified in its charter)
New Mexico 85-0019030
--------------------------- Commission ----------------------
(State or Other Jurisdiction File Number 1-6986 (I.R.S. Employer
of Incorporation) ------ Identification) Number)
Alvarado Square, Albuquerque, New Mexico 87158
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(Address of principal executive offices) (Zip Code)
(505) 241-2700
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(Registrant's telephone number, including area code)
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(Former name, former address and former fiscal year,
if changed since last report)
Item 9. Regulation FD Disclosure
The following is a press release issued by the Company on April 9, 2001 and is
being filed herewith as a Regulation FD Disclosure.
PNM Board Amends Articles and Bylaws to Reflect Changes in State Law, Renames
Planned Holding Company as "PNM Resources, Inc."
NM Governor Signs Law to Expedite Construction of New Power Plants
ALBUQUERQUE, N.M. April 9 2001 -The PNM, Public Service Company of New Mexico
(NYSE:PNM), board of directors has amended PNM corporate bylaws and the articles
of incorporation of a planned new holding company to conform with "shareholder
friendly" changes the state Legislature made to New Mexico's Business
Corporation Act this year, PNM Senior Vice President and General Counsel Patrick
Ortiz said today.
The PNM board also amended the articles of incorporation to rename the proposed
holding company "PNM Resources, Inc." The holding company was originally
approved by shareholders last year as Manzano Corp. PNM is sole shareholder in
the new holding company until a planned exchange of PNM shares for shares in the
new holding company is complete.
The changes to PNM corporate bylaws and the articles of incorporation of the new
holding company reduce the necessary standard for shareholder approval of
mergers, acquisitions, share exchanges and certain other transactions from a
two-thirds "super majority" to a simple majority of outstanding shares. "The
simple majority rule improves shareholder control over a corporation, ensuring
that a minority of the stockholders cannot block the will of the majority,"
Ortiz said.
PNM will ask shareholders to ratify the elimination of the supermajority voting
provisions from the new holding company articles at PNM's annual shareholder
meeting, scheduled for July 3, 2001, in Albuquerque. The elimination of the
supermajority voting provisions in the holding company articles will not be
effective unless approved by a majority of PNM's shareholders represented at the
annual meeting. If ratified by shareholders, the changes will be applicable to
shareholder approval of the company's proposed transaction with Western
Resources.
PNM Resources will be activated through a mandatory exchange of all PNM common
stock for PNM Resources common stock after state regulators have approved
establishing the holding company. That approval is required by July 1, 2001,
according to the recently enacted law which otherwise delays restructuring in
New Mexico until 2007. When the exchange is complete, PNM Resources will own all
outstanding common shares of Public Service Company of New Mexico
After the share exchange, PNM Resources will continue to trade under the market
symbol PNM. Shareholders will not be required to turn in existing PNM stock
certificates for PNM Resources certificates.
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"Retaining PNM as part of our new name allows us to continue trading under the
PNM symbol on the stock exchange and avoids possible investor confusion as we
move forward with our proposed acquisition of Western Resources," Ortiz
explained.
Another change to the holding company articles of incorporation approved by the
PNM board reduces the number of shares of stock authorized from 170 million to
130 million, eliminating 40 million shares of preferred stock originally
authorized. This amendment is intended to track the commitment made to
shareholders last year that the new holding company would not issue more than 10
million shares of preferred stock without prior shareholder approval.
In other news of interest to investors, the company noted that New Mexico Gov.
Gary Johnson has signed into law a bill intended to expedite the construction of
new electric generating plants and transmission lines in the state. The new law
requires the state Public Regulation Commission to rule on applications for
siting major new plants and lines within six months of application, although
transmission line siting approvals can be extended for an additional ten months
if necessary to assure that important environmental values are not unduly
impaired. Previously, there was no deadline for Commission action.
PNM is a combined electric and gas utility serving approximately 1.3 million
people in New Mexico. The company also sells power on the wholesale market in
the Western U.S. PNM stock is traded primarily on the NYSE under the symbol PNM.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
Statements made in this filing that relate to future events are made pursuant to
the Private Securities Litigation Reform Act of 1995. Readers are cautioned that
such forward-looking statements with respect to revenues, earnings, performance,
strategies, prospects and other aspects of the business of the Company are based
upon current expectations and are subject to risk and uncertainties. The Company
assumes no obligation to update this information.
Because actual results may differ materially from expectations, the Company
cautions readers not to place undue reliance on these statements. A number of
factors, including weather, fuel costs, changes in supply and demand in the
market for electric power, the performance of generating units and transmission
system, and state and federal regulatory and legislative decisions and actions,
including rulings issued by the New Mexico Public Regulation Commission pursuant
to the Electric Utility Industry Restructuring Act of 1999 and the recently
enacted delay bill and in other cases now pending or which may be brought before
the commission and any action by the New Mexico Legislature to further amend or
repeal that Act, or other actions relating to restructuring or stranded cost
recovery, or federal or state regulatory, legislative or legal action connected
with the California wholesale power market, could cause the Company's results or
outcomes to differ materially from those indicated by such forward-looking
statements in this filing.
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In addition, factors that could cause actual results or outcomes related to the
proposed acquisition of Western Resources to differ materially from those
indicated by such forward looking statements include, but are not limited to,
risks and uncertainties relating to: the possibility that shareholders of the
Company and/or Western Resources will not approve the transaction, the risks
that the businesses will not be integrated successfully, the risk that the
benefits of the transaction may not be fully realized or may take longer to
realize than expected, disruption from the transaction making it more difficult
to maintain relationships with clients, employees, suppliers or other third
parties, conditions in the financial markets relevant to the proposed
transaction, the receipt of regulatory and other approvals of the transaction,
that future circumstances could cause business decisions or accounting treatment
to be decided differently than now intended, changes in laws or regulations,
changing governmental policies and regulatory actions with respect to allowed
rates of return on equity and equity ratio limits, industry and rate structure,
stranded cost recovery, operation of nuclear power facilities, acquisition,
disposal, depreciation and amortization of assets and facilities, operation and
construction of plant facilities, recovery of fuel and purchased power costs,
decommissioning costs, present or prospective wholesale and retail competition
(including retail wheeling and transmission costs), political and economic
risks, changes in and compliance with environmental and safety laws and
policies, weather conditions (including natural disasters such as tornadoes),
population growth rates and demographic patterns, competition for retail and
wholesale customers, availability, pricing and transportation of fuel and other
energy commodities, market demand for energy from plants or facilities, changes
in tax rates or policies or in rates of inflation or in accounting standards,
unanticipated delays or changes in costs for capital projects, unanticipated
changes in operating expenses and capital expenditures, capital market
conditions, competition for new energy development opportunities and legal and
administrative proceedings (whether civil, such as environmental, or criminal)
and settlements, the outcome of Protection One accounting issues reviewed by the
SEC staff as disclosed in previous Western Resources SEC filings, and the impact
of Protection One's financial condition on Western Resources' consolidated
results.
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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.
PUBLIC SERVICE COMPANY OF NEW MEXICO
(Registrant)
Date: April 11, 2001 /s/ John R. Loyack
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John R. Loyack
Vice President, Corporate Controller
and Chief Accounting Officer
(Officer duly authorized
to sign this report)
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