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 18, 2001
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April 18, 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 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
99.1 Quarter Ended March 31, 2001 Earnings Announcement and
Consolidated Statements of Earnings - Three and Twelve Months
Ended March 31, 2001 and 2000
99.2 Other Select Financial Information
Item 9. Regulation FD Disclosure
The Company is filing as exhibits to this Form 8-K its (1) Quarter Ended March
31, 2001 Earnings Announcement and Consolidated Statements of Earnings and (2)
other select financial information which will be posted on the Company's web
site on April 19, 2001.
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. These forward-looking
statements are based upon current expectations and 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 (as amended), and in other cases now pending
or which may be brought before the commission, could cause future events to
differ from those forecast in this press release. For a detailed discussion of
the important factors affecting PNM, please see "Management's Discussion and
Analysis of Financial Condition and Results of Operations" in the Company's Form
10-K for the year ended December 31, 2000, and Form 8-K filings with the
Securities and Exchange Commission.
Additional Information
In connection with the proposed transaction with Western Resources, PNM and
Western Resources will file a joint proxy statement / prospectus with the
Securities and Exchange Commission. INVESTORS AND SECURITY HOLDERS ARE ADVISED
TO READ THE JOINT PROXY STATEMENT / PROSPECTUS WHEN IT BECOMES AVAILABLE,
BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders
may obtain a free copy of the joint proxy statement / prospectus (when
available) and other documents filed by PNM and Western Resources with the SEC
at the SEC's web site at http://www.sec.gov. Free copies of the joint proxy
statement / prospectus, when available, and each company's other filings with
the SEC may also be obtained from the respective companies. Free copies of PNM's
filings may be obtained by directing a request to PNM, Alvarado Square,
Albuquerque, New Mexico.
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Participants in Solicitation
PNM, Western Resources and certain of their respective directors, executive
officers and other members of their management and employees, each of whom may
be considered participants in this transaction under applicable securities laws,
may be soliciting proxies from their respective stockholders in favor of the
transaction. Information concerning PNM's directors and executive officers
participating in the solicitation is set forth or will be incorporated in PNM's
Annual Report on Form 10-K filed with the SEC on February 22, 2001, and
information concerning Western Resources' directors and executive officers
participating in the solicitation is set forth in or will be incorporated in
Western Resources' Annual Report on Form 10-K filed with the SEC on April 2,
2001. Certain directors and executive officers of PNM and Western Resources may
have direct or indirect interests in the transaction due to securities holdings,
vesting of options, and rights to severance payments if their employment is
terminated following the transaction. In addition, directors and officers, after
the transaction, will be indemnified by PNM and Western Resources, and benefit
from insurance coverage for liabilities that may arise from their service as
directors and officers of PNM or Western Resources prior to the transaction.
Additional information regarding PNM's and Western Resources' respective
participants in the solicitation will be contained in the joint proxy
statement/prospectus.
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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 18, 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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