Exhibit 99.1

SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK


PUBLIC SERVICE COMPANY OF NEW
MEXICO, HVOLT ENTERPRISES,INC., HVK,
INC., and HVNM, INC.,

           Plaintiffs,                     Index No.

               vs.                             COMPLAINT
                                               ---------

     WESTERN RESOURCES, INC.,

            Defendant.



    Plaintiffs, Public Service Company of New Mexico ("PNM"), HVOLT Enterprises,
Inc. ("HVOLT"), HVK, Inc. ("HVK"), and HVNM, Inc. ("HVNM" and, together with
PNM, HVOLT, and HVK, the "Plaintiffs"), by their counsel Pillsbury Winthrop LLP,
for their complaint allege as follows:

                                  INTRODUCTION
                                  ------------

    1. This action seeks money damages for breach of contract and several
declarations, pursuant to Section 3001 of the Civil Practice Law and Rules,
construing the meaning and scope of an agreement among Plaintiffs and defendant
Western Resources, Inc. ("WRI"). In the Agreement and Plan of Restructuring and
Merger among WRI, HVOLT, PNM, HVK and HVNM dated as of November 8, 2000 (the
"Transaction Agreement"), the parties agreed to a multi-step transaction that
would result in (a) WRI's non-utility assets being "split-off" to WRI's
shareholders; (b) the combination of PNM (through a holding company in the
process of being formed) with HVOLT; and (c) the combination of WRI with HVOLT.
As a result of these steps, if successful, PNM and the utility assets of WRI
would be owned by a common parent - HVOLT - and the former shareholders of PNM
and WRI would be shareholders of HVOLT. The first step in this process requires
the split-off of the non-utility businesses, including certain non-utility
assets, of WRI, all of which would be owned by Westar Industries, Inc.
("Westar"), a direct, wholly-owned subsidiary of WRI, in the form of a share
exchange with existing WRI shareholders. The split-off is a condition precedent
to PNM's obligations to complete the transaction.

    2. The State Corporation Commission of the State of Kansas (the "KCC") has
asserted jurisdiction over the split-off and has ruled, in two separate orders,
that the split-off is unlawful and cannot be completed with or without the other
transactions set forth in the Transaction Agreement. These orders prevent WRI
from satisfying the conditions precedent to PNM's obligation to complete the
transaction that the split-off occur and that there be no order enjoining or
prohibiting the transaction. The KCC also rejected WRI's request for a rate
increase and, instead, ordered a reduction in WRI's electric rates. Such
reduction in WRI rates would have a "material adverse effect" on the combined
enterprise, entitling PNM and HVOLT to terminate the Transaction Agreement. The

                                     5


KCC orders have also resulted in the breach of the representation and warranty
made by WRI to HVOLT that the split-off did not require regulatory approval.

    3. Following the KCC orders prohibiting the split-off, WRI has proposed
alternatives to the split-off, none of which are permitted by the Transaction
Agreement. WRI provided information to PNM about only one of those alternatives,
which would result in dilution of the interests of PNM shareholders. WRI
maintains that this alternative is permitted under the Transaction Agreement,
does not require PNM consent, and entitles WRI shareholders to additional shares
of HVOLT. PNM does not agree with WRI.

    4. As a result of these breaches and failures of condition precedent, PNM
and HVOLT seek:

    o    A declaratory judgment that the condition precedent requiring the
         split-off cannot be satisfied and that, as a result, PNM is not
         obligated to perform its obligations under the Transaction Agreement.

    o    A declaratory judgment that the condition precedent requiring that
         there be no order enjoining or otherwise prohibiting the consummation
         of the transactions contemplated in the Transaction Agreement cannot be
         satisfied and that, as a result, PNM is not obligated to perform its
         obligations under the Transaction Agreement.

    o    A declaratory judgment that any alternatives to the split-off that are
         materially different from the Transaction Agreement cannot satisfy the
         condition precedent that the split-off occur prior to the mergers.

    o    A declaratory judgment that any alternatives to the split-off that are
         materially different from the Transaction Agreement do not entitle WRI
         shareholders to additional shares of HVOLT.

    o    A declaratory judgment that HVOLT is not obligated to effect the
         transaction because of the material adverse effect of the KCC rate
         orders.

    o    A declaratory judgment that the termination date of the Transaction
         Agreement is December 31, 2001.

    o    A declaratory judgment that, as a result of the KCC orders denying WRI
         the ability to complete the split-off, PNM is not obligated to seek
         shareholder and KCC approval of the Transaction Agreement.

    o    Damages resulting from WRI's breach of its representation and warranty
         to HVOLT that the split-off did not require regulatory approval.

                         PARTIES, JURISDICTION AND VENUE
                         -------------------------------

    5. Plaintiff PNM is a New Mexico corporation, with its principal place of
business at Alvarado Square, Albuquerque, New Mexico 87158. PNM is a
certificated public utility company regulated by the New Mexico Public
Regulation Commission and is primarily engaged in the generation, transmission,
distribution and sale of electricity and in the transmission, distribution and
sale of natural gas.

                                       6



    6. Plaintiff HVOLT is a Delaware corporation and is an indirect,
wholly-owned subsidiary of PNM. PNM and WRI would become wholly-owned
subsidiaries of HVOLT, if the transactions provided for in the Transaction
Agreement were consummated.

    7. Plaintiff HVK is a Kansas corporation and is an indirect, wholly-owned
subsidiary of PNM. HVK is the HVOLT subsidiary into which WRI would merge, if
the transactions provided for in the Transaction Agreement were consummated.

    8. Plaintiff HVNM is a New Mexico corporation and is an indirect,
wholly-owned subsidiary of PNM. HVNM is the HVOLT subsidiary into which PNM,
through a holding company, would merge, if the transactions provided for in the
Transaction Agreement were consummated.

    9. Defendant WRI is a Kansas corporation, with its principal place of
business at 818 South Kansas Avenue, Topeka, Kansas 66612. WRI is a certificated
public utility regulated by the KCC and through its division, Kansas Power &
Light, and its wholly-owned subsidiary, Kansas Gas & Electric, provides retail
electric service to approximately 345,000 industrial, commercial, and
residential customers. Through its wholly-owned subsidiary, Westar, WRI has
interests in non-utility businesses, such as an 85 percent interest in
Protection One, Inc., a 100 percent interest in Protection One Europe, and a 45
percent interest in ONEOK, Inc.

    10. This action arises out of a contract covering not less than $1 million,
containing a provision choosing New York law to govern and a provision in which
the parties agreed to submit to the jurisdiction of the courts of this State,
and venue in New York County. Accordingly, this Court has personal jurisdiction
over the defendant and venue is proper in this County.

                               FACTUAL BACKGROUND
                               ------------------

The Transaction Agreement
-------------------------

    11. The combination of PNM and the utility business of WRI is set out in the
Transaction Agreement. (The Transaction Agreement, without exhibits, is attached
as Exhibit A). The other parties to the Transaction Agreement - HVOLT, HVK and
HVNM - are corporations formed to facilitate the transaction.

    12. Because WRI owns both utility assets and, through its wholly-owned
subsidiary, Westar, non-utility assets, the Transaction Agreement requires that,
prior to the combination of PNM and WRI, WRI divest itself of its ownership of
Westar through a split-off of Westar to WRI's shareholders, to be effected
through a partial share exchange. The Transaction Agreement contemplates an
integrated three-step transaction. First, WRI would split-off Westar to WRI's
shareholders. Second, HVK would combine with WRI, which, at this point, would
consist only of the remaining utility assets of WRI. Third, PNM would combine
with HVNM. The result would be that WRI and PNM (through a holding company)
would be wholly-owned subsidiaries of HVOLT, and the former shareholders of PNM
and WRI would be shareholders of HVOLT. (Attached as Exhibit B are diagrams
summarizing the present structure of the parties and the structure upon
completion of the transactions provided for in the Transaction Agreement). The
relative ownership of HVOLT by each party's shareholders was a key economic term
of the parties' agreement.

                                       7



The Split-Off
-------------

    13. The "Split-Off" is defined in the Transaction Agreement and in the Asset
Allocation and Separation Agreement between WRI and Westar (the "Allocation and
Separation Agreement," a copy of which is attached as Exhibit C) as follows:

    o    The Split-Off is defined as the delivery by WRI "to its shareholders
         [of] its then entire ownership interest in [Westar]... in exchange for
         a portion of their shares of the Company [WRI] Common Stock on the
         terms and conditions contained herein and in the Asset Allocation and
         Separation Agreement . . . and the other agreements and term sheets
         attached thereto," which are collectively defined as the "Split-Off
         Agreements." (Ex. A, p.1, Third "WHEREAS" Clause).

    o    The Allocation and Separation Agreement describes the Split-Off as "all
         outstanding shares of Westar Common Stock then held by Western [WRI]
         be[ing] distributed to Western's [WRI's] shareholders in exchange for a
         portion of the shares of Western [WRI] common stock held by such
         shareholders." (Ex. C, p. 1, Second "WHEREAS" Clause)

The Split-Off is a Condition Precedent to PNM's Obligations
-----------------------------------------------------------

    14. WRI has an absolute obligation to "effect, and cause Westar to effect,
the Split-Off." (Ex. A., Section 1.1). The obligation of PNM to effect the
transaction is conditioned on the Split-Off having been "consummated in
accordance with the terms [of the Transaction Agreement] and [of the] Allocation
and Separation Agreement." (Id., Section 8.1(g)).

WRI Represents and Warrants That KCC Approval of the Split-Off is Not Required
------------------------------------------------------------------------------

    15. In Section 3.02(d) of the Allocation and Separation Agreement, WRI
represents and warrants that "[e]xcept as set forth on Schedule 3.02(d), no
consent, approval, order, authorization of . . . or filing with, any
Governmental Entity is required in connection with the making or performance by
Western [WRI] of the [Allocation and Separation Agreement]." (Ex. C, Section
3.02(d)). The KCC is included within the definition of a "Government Entity" in
the Allocation and Separation Agreement. (Id., Section 1.01). HVOLT is a
beneficiary of this representation and warranty. (Id., Section 8.04). Schedule
3.02(d) references only KCC or Federal Energy Regulatory Commission approval
for the issuance of common stock and convertible preference stock; it does not
list any approvals required for the Split-Off. (Id., Schedule 3.02(d)). As
described below, the KCC has asserted jurisdiction over the divestiture of
WRI's non-utility businesses and has enjoined WRI and Westar from consummating
the Split-Off as required by the transaction agreements.

The Adjustment Shares
---------------------

    16. Were the Split-Off to occur as required in the Transaction Agreement and
the Allocation and Separation Agreement and the combinations of PNM and HVNM and
WRI and HVK also occurred, the Transaction Agreement sets forth how shares in
HVOLT, the new parent corporation of both PNM and WRI, must be issued to the
former shareholders of PNM and WRI: PNM shares are to be exchanged one share of
PNM for one share of HVOLT. (Ex. A, Section 3.2(c)(i)).

                                       8


    17. The Transaction Agreement provides that the aggregate number of HVOLT
shares that WRI shareholders would receive is fixed at 55 million shares, plus
any "Adjustment Shares." (Id., Section 3.2(b)(ii)(A)). In Section 6.1(iv) of the
Transaction Agreement, WRI covenants that it will not "transfer, lease, license,
guarantee, sell, mortgage, pledge, dispose of or encumber" any property or
assets, other than in the ordinary and usual course of business and not in
excess of $50 million in the aggregate in any calendar year. If WRI debt
reductions fall within this $50 million limit, WRI shareholders are then
entitled to additional "Adjustment Shares" of HVOLT according to the formula in
Section 3.2(b)(ii)(A).

    18. The only exception to the $50 million cap in the Transaction Agreement
is contained in WRI's Company Disclosure Letter, which deals with a limited
rights offering of Westar securities. On October 5, 2000, prior to the execution
of the Transaction Agreement, Westar filed a registration statement on Form S-1
(the "October 2000 S-1") with the United States Securities and Exchange
Commission. This limited rights offering, which contemplated the sale of a
maximum of twenty percent of the Westar stock held by WRI, was the only sale of
Westar stock by WRI excepted in the Company Disclosure Letter from WRI's
covenants, representations and warranties in the Transaction Agreement that WRI
would not, among other things, engage in any transaction outside the ordinary
and usual course of business.

The KCC Prohibits the Split-Off
-------------------------------

    19. By order dated May 8, 2001, the KCC initiated an investigation of WRI's
proposal to split-off Westar, including the share exchange and the rights
offering. (The May 8, 2001 KCC order is attached as Exhibit D). In its order,
the KCC took note of WRI's heavy debt, the recent downgrading of WRI by rating
agencies, and noted that "the terms and conditions for the combination [of PNM
and the utility assets of WRI] require the successful separation and `split-off'
of Westar from WRI prior to completion and effectiveness of the merger." (Ex. D,
P. P. 6-10, 12). As a result of these factors, and concerned with the possible
effect of the Split-Off on WRI's ratepayers, the KCC required WRI to, among
other things, submit documents and attend a hearing.

    20. By order dated May 22, 2001, the KCC (a) declared that the Allocation
and Separation Agreement was of no legal effect, absent approval by the KCC; (b)
prohibited WRI from causing Westar to complete the rights offering; and (c) set
a hearing for June 12, 2001. (The May 22, 2001 order of the KCC is attached as
Exhibit E).

    21. Following a hearing, by order dated July 20, 2001 (the "Split-Off
Order"), the KCC asserted that it had jurisdiction and determined that the
Split-Off, as proposed by WRI, is adverse to the public interest. (The Split-Off
Order is attached as Exhibit F). The KCC ruled that:

    o    "The split-off, as presently designed, is inconsistent with the public
         interest." (Ex. F,P. 11).

    o    "Regardless of the post-split-off scenario, WRI will be worse off than
         if the split-off, as designed, had not occurred, because the split-off
         leaves WRI with debt related to assets it no longer would own." (Id.,P.
         27).

    o    "WRI still will be worse off with the split-off than without it."
         (Id.,P. 28).

                                       9


    o    "What we are disapproving is a split-off whose premise is a utility
         with an unbalanced debt-equity ratio." (Id.,P. 46).

The KCC specifically ordered that:

    o    "WRI shall refrain, and cause...Westar...to refrain, from entering into
         any agreement which will directly or indirectly, increase the share of
         debt in...[the] capital structure [of WRI's utility businesses],
         including, without limitation, the [S]plit-[O]ff and the related
         Transactions." (Id., p. 41,P. B).

    o    "WRI shall take no action, and cause...Westar...to take no action,
         including but not limited to, actions pursuant to an interaffiliate
         contract to which it is now a party, that would directly increase the
         share of debt in...[the] capital structure [of WRI's utility
         businesses], including, without limitation, the completion of the
         [S]plit-[O]ff and related Transactions." (Id.,P. C).

    o    "The Asset Allocation [and Separation] Agreement is prohibited as
         contrary to the public interest and shall have no force and effect."
         (Id., p. 42,P. F).

The KCC also ruled that the PNM transaction, as well as any other merger
transaction, would not resolve the problems it found with the Split-Off. In
fact, the KCC ordered WRI to file, by October 18, 2001, a debt reduction plan
designed "to restore WRI to financial health, to achieve a balanced capital
structure, and to protect ratepayers from the risks of the nonutility
businesses" consistent with the prohibition and parameters contained in the
Split-Off Order, which included not looking to the merger transaction for the
solution. (Id., P. G).

Reconsideration of the Split-Off Order
--------------------------------------

    22. At the request of WRI and other interested parties, the KCC reconsidered
its Split-Off Order and, by order dated October 3, 2001 (the "Reconsideration
Order"), ruled that the Split-Off is no longer a possibility. (The
Reconsideration Order is attached as Exhibit G). In the Reconsideration Order,
the KCC ruled that:

    o    "[T]he Commission [KCC] has forbidden" the Split-Off. (Ex. G,P. 5).

    o    "The Commission [KCC] made clear that such a split-off would be
         unlawful, whether achieved on a standalone basis or as part of a
         merger." (Id.,P. 36).

    o    "The Commission [KCC] banned the split-off in any form, accompanied or
         unaccompanied by a merger." (Id.,P. 37).

    o    "As a corollary to the Commission's [KCC's] finding that the split-off,
         as designed, was unlawful, the Commission [KCC] found that the merger
         itself could not correct the unlawfulness." (Id.,P. 39).

    o    "The Commission [KCC] determined that the harm inflicted on WRI and its
         ratepayers by the split-off was uncorrectable." (Id.).

    23. The Split-Off Order and the Reconsideration Order prevent the
satisfaction of the condition precedent that the Split-Off occur on or before

                                       10


December 31, 2001. (Ex. A, Section 8.1(g)). These orders also result in the
failure of the condition precedent that there be no order that enjoins or
otherwise prohibits the mergers or the other transactions contemplated by the
Transaction Agreement. (Id., Section 8.1(e)). WRI has appealed the Split-Off
Order to Kansas state court. This appeal does not satisfy the conditions
precedent.

WRI Attempts to Replace the Split-Off
-------------------------------------

    24. WRI suggested that it would accomplish the divestiture of Westar through
an initial public offering (the "IPO") of the Westar securities currently owned
by WRI. Under this suggestion, the sale of Westar securities would result in WRI
receiving an estimated $800 million of proceeds. WRI asserted that this
reduction in debt would result in a corresponding increase in the number of
Adjustment Shares due to WRI shareholders.

    25. PNM told WRI that this suggestion was inconsistent with the Transaction
Agreement and could not be accomplished without an amendment of the agreement
and PNM's consent. While PNM does not object to a plan to reduce WRI debt in
compliance with the KCC's orders, it does not, and cannot, agree with WRI's
assertion that a reduction of debt of this magnitude would entitle WRI
shareholders to the issuance of Adjustment Shares, since to do so would entail
dilution of PNM shareholders to an extent and in a manner not permitted or
contemplated by the Transaction Agreement.

KCC Rate Order
--------------

    26. On or about November 27, 2000, WRI applied to the KCC for an
approximately $151 million increase in its utility annual rates.

    27. By order dated July 25, 2001 (the "KCC Rate Order"), the KCC ruled that
WRI's utility revenue be decreased by a total of $22.7 million. (The KCC Rate
Order is attached as Exhibit H). The KCC Rate Order also required that revenue
from wholesale power sales be applied to benefit retail ratepayers (in the form
of further reduced rates) instead of the shareholders of WRI. Upon
reconsideration, the KCC slightly increased the allowed rates; however, even
with the reconsidered rates, the order still results in a net reduction of
approximately $15.7 million in WRI's annual utility revenue - a difference of
more than $165 million from what was requested. (The September 5, 2001
reconsideration order is attached as Exhibit I).

    28. Section 8.2(f) of the Transaction Agreement subjects the obligations of
HVOLT to the condition that no "law, regulation, ruling, order or decree (or new
interpretation of any of the foregoing) affecting the Company [WRI] or Kansas
Gas and Electric Company shall have been adopted, amended or issued that,
individually or in the aggregate, would have a material adverse effect on the
financial condition, business, assets or results of operations of Parent
[HVOLT]...PNM and the Company [WRI] (together with their respective
Subsidiaries) taken as a whole." This section then goes on to reflect the
specific agreement of the parties that any reduction in revenue would constitute
a "material adverse effect." It provides that "[i]n determining whether this
condition has been satisfied, Parent [HVOLT] (i) shall also take into account
the effects of any ruling, order or decree by any Governmental Entity...on the
electric rates and charges of the Company [WRI] and Kansas Gas and Electric
Company or on the revenue potential of the Company [WRI] and Kansas Gas and
Electric Company as existing on the date of this Agreement." This section
reflects the parties' agreement that a specific event - a reduction in "revenue
potential" - would constitute a "material adverse effect," thus permitting
termination of the Transaction Agreement.

                                       11


    29. PNM advised WRI and other interested parties in Kansas that PNM intended
to refinance the debt of WRI by issuing debt at the HVOLT level post-closing and
using the proceeds to infuse additional equity in WRI to reduce WRI debt levels
to investment grade levels. PNM then contemplated that the cash flows of WRI, at
a minimum as existing at the time of the Transaction Agreement, enhanced by
additional wholesale revenues achieved through the application of PNM's
wholesale marketing strategy, would be available for dividends to HVOLT to
retire the new debt issues at the HVOLT level. Thus, any decrease in the revenue
potential of WRI, especially when coupled with the KCC ruling applying wholesale
revenues to decrease retail revenues, materially and adversely affects the
financial viability of HVOLT and its combined enterprises on a going forward
basis. The KCC Rate Order constitutes a "material adverse effect" as defined in
the Transaction Agreement and relieves PNM and HVOLT of their obligation to
proceed with the transaction.

Termination As a Result of WRI's Breach of the Transaction Agreement
--------------------------------------------------------------------

    30. PNM may terminate the Transaction Agreement if "there has been a
material breach by the Company [WRI] of any material representation, warranty,
covenant or agreement contained in the [Transaction] Agreement that is not
curable or, if curable, is not cured within 20 days after written notice of such
breach is given by PNM to the Company [WRI]." (Ex. A, Section 9.4(b)). The
Split-Off Order and the Reconsideration Order have resulted in a breach of a
material agreement by WRI - that it effect the Split-Off. (Id., Section 1.1).
This breach cannot be cured by WRI. As a result of this material breach by WRI,
PNM is entitled to terminate the Transaction Agreement.

Termination As a Result of Failures of Conditions Precedent
-----------------------------------------------------------

    31. The Split-Off Order and the Reconsideration Order are "Final Orders," as
that term is defined in Section 8.1(d) of the Transaction Agreement, and these
orders prevent WRI from satisfying two conditions precedent to the obligations
of PNM under the Transaction Agreement - the Split-Off in the form of a share
exchange (Id., Section 8.1(g)) and that there be no order enjoining or
prohibiting the mergers or the transactions contemplated under the Transaction
Agreement. (Id., Section 8.1(e)). While the KCC has left the door open for
alternative WRI proposals regarding the divestiture of Westar and the reduction
of WRI debt, there is nothing that the parties can do to "cure" that will result
in KCC approval of the Split-Off.

    32. In Section 9.2(a), PNM may terminate the Transaction Agreement if the
mergers are not consummated by the "Termination Date," which is defined in the
agreement as December 31, 2001. As set forth above, it is impossible to satisfy
the conditions precedent contained in Sections 8.1(e) and (g). Accordingly, WRI
is in material breach of the Transaction Agreement. Therefore, pursuant to
Section 9.2(a), PNM may terminate the Transaction Agreement.

PNM's Obligation to Seek KCC and Shareholder Approval
-----------------------------------------------------

    33. Section 7.5 of the Transaction Agreement requires PNM, among other
things, to make all filings with Governmental Entities necessary to secure
approval of the transaction and to obtain shareholder approval of the
transaction. Also, Section 6.3 of the Transaction Agreement generally requires
PNM to take whatever action is necessary to consummate the transaction. The
Split-Off Order and the Reconsideration Order have rendered two conditions
precedent - the Split-Off and the absence of any order enjoining any aspect of
the transaction - impossible and the economics of the combined entity have been
materially and adversely affected by rate reductions.

                                       12


    34. Requiring PNM to proceed with the futile exercise of requesting approval
of the transactions from the KCC, following the KCC's ruling rendering
conditions precedent impossible, would be a meaningless and unreasonable
exercise. Similarly, seeking shareholder approval and taking any other action
required to consummate the transaction would be an exercise in futility.

                  First Cause of Action (declaratory judgment)
                  --------------------------------------------

    35. PNM realleges paragraphs 1-34.

    36. Under the Transaction Agreement, a condition precedent to PNM's
obligation to perform is that the Split-Off, in the form of a share exchange,
has occurred. PNM's obligation to perform is also subject to a condition
precedent that there be no order enjoining or otherwise prohibiting the mergers
or the transactions under the Transaction Agreement. As a result of the
Split-Off Order and the Reconsideration Order, these conditions have not and
cannot be satisfied on or prior to the Termination Date of December 31, 2001.

    37. A justiciable controversy exists between PNM and WRI.

    38. PNM is entitled to a declaratory judgment that the conditions precedent
set forth in Sections 8.1(e) and (g) of the Transaction Agreement requiring the
Split-Off in the form of a share exchange and that there be no order enjoining
or otherwise prohibiting the mergers or the transactions under the Transaction
Agreement have not and cannot be satisfied on or prior to the Termination Date
of December 31, 2001 and that, as a result, PNM is not obligated to perform its
obligations under the Transaction Agreement.

                  Second Cause of Action (declaratory judgment)
                  ---------------------------------------------

    39. PNM realleges paragraphs 1-34.

    40. WRI's position that it can alter the transactions required by the
Transaction Agreement for the Split-Off, is inconsistent with the terms of the
Transaction Agreement and cannot be accomplished without an amendment of the
Transaction Agreement and PNM's approval.

    41. A justiciable controversy exists between PNM and WRI.

    42. PNM is entitled to a declaratory judgment that any alternatives to the
Split-Off that are materially different from the terms of the Transaction
Agreement cannot satisfy the condition precedent that a "Split-Off" occur prior
to the mergers.

                  Third Cause of Action (declaratory judgment)
                  --------------------------------------------

    43. PNM realleges paragraphs 1-34.

    44. The portion of the Transaction Agreement specifying the formula for
determining the number of Adjustment Shares WRI shareholders can receive, does
not apply to any transaction that is materially different from the terms of the
Transaction Agreement.

                                       13



    45. A justiciable controversy exists between PNM and WRI.

    46. PNM is entitled to a declaratory judgment that Section 3.2(b)(ii)(A) of
the Transaction Agreement ("Adjustment Shares") does not apply in the case of
any alternatives to the Split-Off that are materially different from the terms
of the Transaction Agreement, and that the proceeds of any such alternatives
received by WRI shall not be considered "proceeds (net of expenses relating to
such sale) from the sale of Westar securities received by the Company [WRI]" as
set forth in Section 3.2(b)(ii)(A)(x)(i) of the Transaction Agreement.

                  Fourth Cause of Action (declaratory judgment)
                  ---------------------------------------------

    47. HVOLT realleges paragraphs 1-34.

    48. Section 8.2(f) of the Transaction Agreement subjects HVOLT's obligation
to effect the transaction to the condition that there be no final regulatory
order affecting the rates of WRI, that has a material adverse effect on the
financial condition, business, assets or results of operations of HVOLT, PNM and
WRI, taken as a whole, taking into consideration the effect on the revenue
potential of WRI. By order dated, July 25, 2001, as amended, the KCC issued an
order that had an overall negative impact on WRI's revenue potential by reducing
rates by approximately $15.7 million and ruled that increases in wholesale
revenues would be used to decrease retail revenues.

    49. A justiciable controversy exists between HVOLT and WRI.

    50. HVOLT is entitled to a declaratory judgment that the KCC Rate Order, as
amended, constitutes a material adverse effect under Section 8.2(f) of the
Transaction Agreement and, as a result, HVOLT is not obligated to effect the
transaction.

                  Fifth Cause of Action (declaratory judgment)
                  --------------------------------------------

    51. PNM realleges paragraphs 1-34.

    52. In Section 9.2(a), PNM may terminate the Transaction Agreement if the
mergers are not consummated by December 31, 2001. The Split-Off Order and the
Reconsideration Order have resulted in a failure to satisfy conditions
precedent, a failure that cannot be cured.

    53. A justiciable controversy exists between PNM and WRI.

    54. PNM is entitled to a declaratory judgment that, pursuant to Section
9.2(a) of the Transaction Agreement, the Termination Date of the Transaction
Agreement is December 31, 2001.

                   Sixth Cause of Action (breach of contract)
                   ------------------------------------------

    55. HVOLT realleges paragraphs 1 -34.

    56. WRI, in the Allocation and Separation Agreement, represented and
warranted that KCC approval was not required for the Split-Off of its nonutility
businesses. The KCC has asserted jurisdiction and has issued orders enjoining
WRI and Westar from proceeding with the Split-Off in the form mandated by the
parties' agreements. As a result of these orders, WRI is in material breach of
the Allocation and Separation Agreement.

                                       14


    57. HVOLT is designated as a third-party beneficiary of the Allocation and
Separation Agreement and, in particular, of WRI's representation and warranty
that KCC approval was not required for the Split-Off.

    58. HVOLT has been damaged by WRI's breach of the Allocation and Separation
Agreement and is entitled to damages, in an amount to be proven at trial.

                 Seventh Cause of Action (declaratory judgment)
                 ----------------------------------------------

    59. PNM realleges paragraphs 1-34.

    60. The orders of the KCC have made PNM's obligations under Sections 6.3 and
7.5 of the Transaction Agreement to seek shareholder, KCC, and other approvals
of the transaction and to do all things necessary to consummate the transactions
futile and meaningless.

    61. A justiciable controversy exists between PNM and WRI.

    62. PNM is entitled to a declaratory judgment that PNM is not required to
comply with its obligations under Sections 6.3 and 7.5 of the Transaction
Agreement as a result of the Split-Off and Reconsideration Orders.

    WHEREFORE, Plaintiffs Public Service Company of New Mexico, HVOLT
Enterprises, Inc., HVK, Inc. and HVNM, Inc. demand:

    a.   a declaratory judgment that the conditions precedent set forth in
         Sections 8.1(e) and (g) of the Transaction Agreement requiring a
         Split-Off in the form of a share exchange and that there be no order
         enjoining or otherwise prohibiting the mergers or the transactions
         under the Transaction Agreement have not and cannot be satisfied on or
         prior to the Termination Date of December 31, 2001 and that, as a
         result, PNM is not obligated to perform its obligations under the
         Transaction Agreement;

    b.   a declaratory judgment that any alternatives to the Split-Off that are
         materially different from the terms of the Transaction Agreement cannot
         satisfy the condition precedent that a "Split-Off" occur prior to the
         mergers;

    c.   a declaratory judgment to that Section 3.2 (b)(ii)(A) of the
         Transaction Agreement ("Adjustment Shares") does not apply in the case
         of any alternatives to the Split-Off that are materially different from
         the terms of the Transaction Agreement, and that the proceeds of any
         such alternatives received by WRI shall not be considered "proceeds
         (net of expenses relating to such sale) from Westar securities received
         by the Company [WRI]" as set forth in Section 3.2(b)(ii)(A)(x)(i) of
         the Transaction Agreement;

    d.   a declaratory judgment that the KCC Rate Order, as amended, constitutes
         a material adverse effect under Section 8.2(f) of the Transaction
         Agreement and, as a result, HVOLT is not obligated to effect the
         transaction;

    e.   a declaratory judgment that, pursuant to Section 9.2(a) of the
         Transaction Agreement, the Termination Date of the Transaction
         Agreement is December 31, 2001;

    f.   judgment against defendant WRI in favor of plaintiff HVOLT for breach
         of the Allocation and Separation Agreement, in an amount to be
         determined at trial;
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    g.   a declaratory judgment that PNM is not required to comply with its
         obligations under Sections 6.3 and 7.5 of the Transaction Agreement as
         a result of the Split-Off Order and the Reconsideration Order; and

    h.   granting such other and further relief as the Court may deem just and
         proper.

Dated:   New York, New York
         October 12, 2001



                                                    PILLSBURY WINTHROP LLP


                                                -----------------------------
                                                        E. Leo Milonas
                                                        David M. Lindley
                                                        Leo T. Crowley


                                                One Battery Park Plaza
                                                New York, New York  10004
                                                212.858.1000

                                                Attorneys for Plaintiffs


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