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) May 2, 2001
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May 1, 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 May 1, 2001 and is
being filed herewith as a Regulation FD Disclosure.
Sustainable Growth Underlies Record Earnings,
PNM Chairman and CEO Jeff Sterba Tells Analysts
ALBUQUERQUE, N.M. May 1, 2001 - Record first quarter earnings at PNM, Public
Service Company of New Mexico (NYSE:PNM), are "a validation of the strategic
direction our company has been pursuing for nearly a decade," Chairman,
President and Chief Executive Officer Jeff Sterba said today.
Speaking to a group of institutional investors in Boston, Sterba discussed the
company's continuing success in the wholesale power market, the course of
utility industry restructuring in New Mexico, and PNM's plans to expand into the
Midwest through the acquisition of Western Resources' electric utility
operations in Kansas.
PNM reported net earnings for the three months ended March 31, 2001, of $1.60
per share of common stock (diluted), compared to net earnings of $0.55 per share
of common stock (diluted) in the first three months of 2000.
Taking into consideration a number of factors governing wholesale power prices
in the western U.S., Sterba said PNM remains confident in the company's ability
to produce sustainable earnings in the range of $3.50 a share and growing on an
annual basis, as previously reported..
"PNM is transforming itself into a hybrid energy company that includes both a
stable, predictable revenue and cash flow stream in its regulated utility
business and a growth component in the form of a well-conceived and
well-executed strategy in the wholesale business," Sterba continued.
Competitive advantages PNM brings to its wholesale marketing business include: o
Strategically located generation resources with access to major markets in the
West.
o More than a decade's experience in the wholesale power market.
o A marketing strategy designed to add value to commodity trades by
crafting products and services that meet specific customer needs.
o Cost-efficient and productive generating plants.
"We will build on today's success with continuing, incremental additions to our
generation resources in the West," Sterba said. "And we expect to build on it
with our acquisition of Western Resources electric utility operations that will
serve as a platform for an expansion of our wholesale business into new markets
in the mid-continent."
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The PNM presentation to analysts and investors will be repeated in New York on
Thursday, May 3, 2001, at 8:45 a.m. EDT. Investors may listen to the conference
by calling 1-973-694-6836 at that time or through the PNM web site at pnm.com. A
rebroadcast of the presentation will be available after the conference at
1-973-709-2089 (passcode ID 182135). The presentation will also be available on
the PNM web site at pnm.com
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 news release 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, and decisions of regulatory
agencies involving or affecting the proposed transaction to acquire Western
Resources' electric utility operations 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, as amended, 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 the PNM/Western Resources 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 in PNM's
Annual Report on Form 10-K filed with the SEC on February 22,2001,as amended on
April 30, 2001, and information concerning Western Resources' directors and
executive officers participating in the solicitation is set forth in Western
Resources'Annual Report on Form 10-K filed with the SEC on April 2, 2000, as
amended on April 30, 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: May 2, 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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