UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
PNM
RESOURCES, INC.
(Exact
name of Registrant as specified in its charter)
|
New
Mexico
|
85-0468296
|
|
(State
or other jurisdiction
|
(I.R.S.
Employer
|
|
incorporation
or organization)
|
Identification
No.)
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Alvarado
Square
Albuquerque,
New Mexico 87158
(Address,
including zip code, of Registrant’s principal executive offices)
PNM
Resources, Inc.
Executive
Savings Plan II
(Full
title of the Plan)
Patrick
T. Ortiz, Esq.
Senior
Vice President & General Counsel
PNM
Resources, Inc.
414
Silver Street SW
Albuquerque,
New Mexico 87102
Telephone:
(505) 241-2896
Fax:
(505) 241-2368
(Name,
address, including zip code, and telephone number, including area code, of
agent
for service)
___________
Copy
to:
Charles
L. Moore, Esq.
Associate
General Counsel
PNM
Resources, Inc.
Alvarado
Square
Albuquerque,
New Mexico 87158
Tel.
505-241-4935
Fax.
505-241-0754
This
Registration Statement shall become effective upon filing in accordance with
Rule 462 under the Securities Act of 1933, as amended.
CALCULATION
OF REGISTRATION FEE
|
Title
of each class of securities to be registered
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Amount
to be registered
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Proposed
maximum
offering
price per share
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Proposed
maximum aggregate offering price (1)
|
Amount
of registration fee (3)
|
|
PNM
Resources, Inc. Executive Savings Plan II Obligations(2)
|
100%
|
n/a
|
$20,000,000
|
$614.00
|
|
Common
Stock, no par value per share
|
75,000
shares
|
$30.20
|
$2,265,000
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$69.54
|
(1)
Estimated solely for the purpose of calculating the amount of the registration
fee, pursuant to Rule 457(h) of the Securities Act of 1933, as amended (the
“Securities Act”). As to shares of common stock issuable pursuant to the PNM
Resources, Inc. Executive Savings Plan II (the “Plan”), the offering price is
calculated on the basis of the average of the high and low sale price of
the
Registrant’s common stock on the New York Stock Exchange on March 12, 2007.
Pursuant to Rule 416(c) of the Securities Act, there is also being registered
such number of additional shares of common stock that may become available
for
purchase under the Plan in the event of certain changes in the outstanding
shares, including reorganizations, mergers, recapitalizations, restructurings,
stock dividends, stock splits, reverse stock splits and reclassifications.
In
addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be
offered or sold pursuant to the Plan.
(2)
The
Plan obligations are unsecured obligations of PNM Resources, Inc. to pay
deferred compensation in the future in accordance with the Plan for a select
group of eligible employees.
(3)
This
Registration Statement registers an additional 75,000 shares of common stock
issuable under the Plan and $20,000,000 in unsecured obligations of PNM
Resources, Inc. to pay deferred compensation in the future in accordance
with
the Plan. $2,500,000 in Plan obligations and 25,000 shares of common stock
of
PNM Resources, Inc. issuable under the Plan were originally registered under
PNM
Resources’ Registration Statement on Form S-8, File No. 333-121371, filed on
December 17, 2004 and an additional $1,500,000 in plan obligations were
registered under PNM Resources' Registration Statement on Form S-8, File
No.
333-139108, filed on December 4, 2006. The previously paid filing fees
associated with the referenced securities under the foregoing PNM Resources,
Inc.’s Registration Statements are $558.08.
Part
I
Information
Required In Section 10(a) Prospectus
The
document(s) containing the information specified in Part I of Form S-8 will
be
sent or given to employees participating in the PNM Resources, Inc. Executive
Savings Plan II, as amended to date (the “Plan”) as specified by Rule 428(b)(1)
of the Securities Act of 1933, as amended (the “Securities Act”) and
Introductory Note 1 of Form S-8. These documents and the documents incorporated
by reference into this Registration Statement pursuant to Item 3 of Part
II of
this Registration Statement, taken together, constitute a prospectus that
meets
the requirements of Section 10(a) of the Securities Act.
Part
II
Information
Required In The Registration Statement
Item
3. Incorporation
of Documents by Reference
The
following documents previously filed with the Securities and Exchange Commission
(the “Commission”) by PNM Resources, Inc. (“PNM Resources”) are hereby
incorporated by reference in this Registration Statement:
1.
Annual
Report on Form 10-K for the fiscal year ended December 31, 2006.
2.
Current
Reports on Form 8-K as filed on January 8, 2007 and February 16,
2007.
3.
Current
Report on Form 8-K filed with the Commission on December 31, 2001 which includes
the description of the common stock of PNM Resources, no par value, and any
amendment or report filed for the purpose of updating such description,
including Current Report on Form 8-K as filed on August 17, 2006.
All
documents subsequently filed by PNM Resources or the Plan pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”) after the date of this Registration Statement and prior to
the filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered hereby have been sold or which deregisters
all such securities then remaining unsold shall be deemed to be incorporated
herein by reference and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to
be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
Item
4. Description
of Securities
The
deferred compensation obligations being registered represent obligations
(the
“Obligations”) of PNM Resources, Inc. to make future payments to Plan
participants. The Obligations consist of PNM Resources’ commitment under the
Plan to deliver at a future date any of the following:
| · |
supplemental
deferrals of participants’ compensation in such amounts as elected by
participants for each Plan Year,
|
| · |
matching
credits to participants’ Plan accounts made by PNM Resources or its
affiliates,
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| · |
standard
credits to participants’ Plan accounts made by PNM Resources or its
affiliates,
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| · |
supplemental
credits to the accounts of senior officers by PNM Resources or
its affiliates,
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| · |
discretionary
credits to the accounts of selected participants in such amounts
as may be
determined by the Human Resources and Compensation Committee of PNM
Resources’ Board of Directors, and
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| · |
earnings
on the foregoing amounts based on a notional investment
measurement.
|
The
amount of compensation to be deferred by each participant will be determined
in
accordance with the Plan based on the elections of the participant, and will
be
credited to a separate bookkeeping account in the name of the participant.
The
participant’s account will reflect units of an investment fund intended to
mirror substantially an investment in the common stock of PNM Resources
(“Company Stock Fund”) and other hypothetical investment media selected pursuant
to the Plan. The participant’s account will be credited, or debited, as the case
may be, based on the returns on the Company Stock Fund and the other
hypothetical investment media established pursuant to the Plan, or based
upon
earnings or losses incurred, pursuant to established procedures under the
Plan.
The Company Stock Fund and other investment media will be used only for the
purpose of calculating hypothetical returns, and the amounts in participants’
Plan accounts need not actually be invested in the selected investment media.
Dividends paid on the Company Stock Fund will be reflected in the participant’s
account by crediting to the Company Stock Fund the amount of units of the
Common
Stock Fund equal to the value of the dividends. The participant’s account will
also be adjusted periodically to reflect any stock splits or other adjustments
to the common stock. All amounts in a participant’s account will be vested
immediately, except amounts allocated to a participant’s supplemental credit
account. Amounts in a participant’s supplemental credit account will vest using
a two year cliff vesting schedule. However, a participant’s supplemental credit
account will be fully vested on the earliest of: (1) the date a participant
reaches age 55 and has two years of service, (2) the date a participant reaches
age 62, (3) the date a participant’s employment is terminated due to disability,
(4) the date a participant dies, (5) the date a participant’s employment is
terminated by PNM Resources or its affiliates for reasons other than cause
following a change in control or the participant’s employment is constructively
terminated (as defined in the Plan) following a change in control, or (6)
PNM
Resources decides, in its discretion, to accelerate the vesting of the
participant’s supplemental credits.
The
Obligations are generally payable in a cash lump-sum distribution or in the
form
of installments or an annuity as selected by the participant. The
distributions will be made or begin within an administratively reasonable
period
of time following the quarterly valuation date following a participant’s
death, disability or other separation from service. If the
distribution is occasioned by the participant’s separation from service with PNM
Resources and its affiliates, the distribution will be delayed until an
administratively reasonable period of time following the quarterly valuation
date that is six months following the participant’s separation from service if
the participant is a “key employee”, as most, if not all, participants will
be. Under certain circumstances, at the participant’s election, an
interest in the Company Stock Fund is distributable in the form of whole
shares
of common stock.
There
is
no trading market for the Obligations. The Obligations are unsecured general
obligations of PNM Resources to make future payments to participants in
accordance with the terms of the Plan. Obligations will rank without preference
with other unsecured and unsubordinated indebtedness of PNM Resources from
time
to time outstanding and are, therefore, subject to the risks of the Company’s
insolvency. No trustee has been appointed to take action with respect to
the
Obligations and each participant in the Plan will be responsible for acting
independently with respect to, among other things, the giving of notices,
responding to requests for consents, waivers or amendments pertaining to
the
Obligations, enforcing covenants and taking action upon default.
A
participant’s rights to any amounts credited to his accounts may not be
alienated, sold, transferred, assigned, pledged, attached or otherwise
encumbered by the participant and may only pass upon the participant’s death
pursuant to a beneficiary designation made by a participant in accordance
with
the terms of the Plan. The Obligations are not convertible into any other
security of PNM Resources. All or a portion of the Obligations are payable
in
shares of common stock of PNM Resources, as described above. PNM Resources
reserves the right to amend, merge, consolidate or terminate the Plan at
any
time or from time to time, except that no such action may, without the consent
of the affected participant, affect any of the participant’s rights with respect
to the amount then credited to the participant’s account.
Obligations
in an aggregate principal amount of $2,500,000 were registered under the
Plan by
the Registration Statement on Form S-8, File No. 333-121371, filed on December
17, 2004 and an additional $1,500,000 in Plan obligations were registered
under
the Plan by the Registration Statement on Form S-8, File No. 333-139108 filed
December 4, 2006. Further amounts may be registered and issued as new or
existing Plan participants elect to defer portions of their compensation
in
subsequent years.
A
copy of
the Plan is filed as Exhibit 4 hereto and is incorporated herein by reference.
Item
5. Interests
of Named Experts and Counsel
None.
Item
6. Indemnification
of Directors and Officers
Section
6
of Article II of PNM Resources’ By-Laws contains the following provisions with
respect to indemnification of directors and officers:
Each
person serving as a director or an officer of the Corporation, or, at the
request of the Corporation, as a director or an officer of any other company
in
which the Corporation has a financial interest and regardless of whether
or not
the person is then in office, and the heirs, executors, administrators and
personal representatives of the person, shall be indemnified by the Corporation
to the full extent of the authority of the Corporation to so indemnify as
authorized by New Mexico law.
Section
53-11-4.1 of the Business Corporation Act of the State of New Mexico provides
that a corporation shall have power to indemnify any person made (or threatened
to be made) a party to any proceeding (whether threatened, pending or completed)
by reason of the fact that the person is or was a director (or, while a
director, is or was serving in any of certain other capacities) if: (1) the
person acted in good faith; (2) the person reasonably believed: (a) in the
case
of conduct in the person’s official capacity with the corporation, that the
person’s conduct was in its best interests; and (b) in all other cases, that the
person’s conduct was at least not opposed to its best interests; and (3) in the
case of any criminal proceeding, the person had no reasonable cause to believe
the person’s conduct was unlawful. Indemnification may be made against
judgments, penalties, fines, settlements and reasonable expenses actually
incurred by the person in connection with the proceeding, but may be limited
or
unavailable with respect to certain proceedings. In some instances,
indemnification of a director may be mandatory or, upon the application of
a
director, may be ordered by a court. Reasonable expenses incurred by a director
may, under certain circumstances, be paid or reimbursed in advance of a final
disposition of a proceeding. Unless limited by its articles of incorporation,
a
corporation may (or, as the case may be, shall) indemnify and advance expenses
to an officer of the corporation to the same extent as to a director under
Section 53-11-4.1. Also, unless limited by its articles of incorporation,
a
corporation has (1) the power to indemnify and to advance expenses to an
employee or agent of the corporation to the same extent that it may indemnify
and advance expenses to directors under the statute and (2) additional power
to
indemnify and to advance reasonable expenses to an officer, employee or agent
who is not a director to such further extent, consistent with law, as may
be
provided by its articles of incorporation, bylaws, general or specific action
of
its Board of Directors, or contract.
Section
53-11-4.1 was amended in 1987 to provide that the indemnification authorized
thereunder shall not be deemed exclusive of any rights to which those seeking
indemnification may be entitled under the articles of incorporation, the
by-laws, an agreement, a resolution of shareholders or directors or otherwise.
PNM Resources has entered into agreements with each director and officer
which
provide for indemnification of directors and officers to the fullest extent
permitted by law including advancement of litigation expenses where appropriate.
The agreements provide for the appointment of a reviewing party by the Board
of
Directors to make a determination whether claimed indemnification is permitted
under applicable law.
Insurance
is maintained on a regular basis (and not specifically in connection with
this
offering) against liabilities arising on the part of directors and officers
out
of their performance in such capacities or arising on the part of PNM Resources
out of its foregoing indemnification provisions, subject to certain exclusions
and to the policy limits.
Not
Applicable.
Item
8. Exhibits
The
following exhibits are filed with this Registration Statement.
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Exhibit
No.
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Description
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4
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PNM
Resources, Inc. Executive Savings Plan II, as amended by a First
Amendment
dated June 3, 2005 and a Second Amendment dated September 29, 2006
(incorporated by reference to Exhibit 4 to PNM Resources, Inc.’s
Registration Statement on Form S-8, File No. 333-121371 filed December
17,
2004, Exhibit 10.56.1 to PNM Resources, Inc.’s Quarterly Report on Form
10-Q for the quarter ended June 30, 2005 and Exhibit 10.2 to PNM
Resources, Inc.’s Current Report on Form 8-K filed October 2,
2006)
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23.1
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Consent
of Deloitte & Touche LLP (filed herewith)
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24
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Power
of Attorney (See signature page)
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An
opinion of counsel as to the valid issuance of the securities being registered
under this registration statement is not required because the securities
will
not be original issuance securities. If that situation should change, an
appropriate opinion of counsel will be filed.
Item
9. Undertakings
The
undersigned registrant hereby undertakes:
(1) To
file,
during any period in which offers of sales are being made, a post-effective
amendment to this registration statement:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities Act
of
1933;
(ii) To
reflect in the prospectus any facts or events arising after the effective
date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental
change
in the information set forth in the registration statement. Notwithstanding
the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the
effective registration statement; and
(iii) To
include any material information with respect to the plan of distribution
not
previously disclosed in the registration statement or any material change
to
such information in the registration statement;
Provided,
however,
That:
(A) Paragraphs
(a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration
statement is on Form S-8 (§239.16b of this chapter), and the information
required to be included in a post-effective amendment by those paragraphs
is
contained in reports filed with or furnished to the Commission by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of
1934
(15 U.S.C. 78m or 78o(d)) that are incorporated by reference in the registration
statement; and
(B) Paragraphs
(a)(1)(i), (a)(1)(ii) and a(1)(iii) of this section do not apply if the
registration statement is on Form S-3 (§239.13 of this chapter) or Form S-3
(§239.33 of this chapter) and the information required to be included in a
post-effective amendment by those paragraphs is contained in reports filed
with
or furnished to the Commission by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by
reference in the registration statement, or is contained in a form of prospectus
filed pursuant to Rule 424(b) (§239.424(b) of this chapter) that is part of the
registration statement.
(C) Provided,
further, however,
that
paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement
is for an offering of asset-backed securities on Form S-1 (§239.11 of this
chapter) or Form S-3 (§239.13 of this chapter), and the information required to
be included in a post-effective amendment is provided pursuant to Item 1100(c)
of Regulation AB (§229.1100(c)).
(2)
That,
for
the purpose of determining any liability under the Securities Act of 1933,
each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3)
To
remove
from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the
offering.
(4) If
the
registrant is a foreign private issuer, to file a post-effective amendment
to
the registration statement to include any financial statements required by
Item
8.A. of Form 20-F at the start of any delayed offering or throughout a
continuous offering. Financial statements and information otherwise required
by
Section 10(a)(3) of the Act need not be furnished, provided,
that
the registrant includes in the prospectus, by means of a post-effective
amendment, financial statements required pursuant to this paragraph (a)(4)
and
other information necessary to ensure that all other information in the
prospectus is at least as current as the date of the those financial statements.
Notwithstanding the foregoing, with respect to registration statements on
Form
F-3, a post-effective amendment need not be filed to include financial
statements and information required by Section 10(a)(3) of the Act or Rule
3-19
of this chapter if such financial statements and information are contained
in
periodic reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934
that are incorporated by reference in the Form F-3.
(5) That,
for
the purpose of determining liability under the Securities Act of 1933 to
any
purchaser:
(i) If
the
registrant is relying on Rule 430B (§230.430B of this chapter):
(A) Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) (§230.424(b)(3) of
this chapter) shall be deemed to be part of the registration statement as
of the
date the filed prospectus was deemed part of and included in the registration
statement; and
(B) Each
prospectus required to be filed pursuant to Rule 424(b)(2), b(5), or (b)(7)
(§230.424(b)(2), (b)(5), or (b)(7) of this chapter) as part of a registration
statement in reliance on Rule 430B relating to an offering made pursuant
to Rule
415(a)(1)(i), (vii), or (x) (§234.415(a)(1)(i), (viii), or (x) of this chapter)
for the purpose of providing the information required by section 10(a) of
the
Securities Act of 1933 shall be deemed to be part of and included in the
registration statement as of the earlier of the date such form of prospectus
is
first used after effectiveness or the date of the first contract of sale
of
securities in the offering described in the prospectus. As provided in Rule
430B, for liability purposes of the issuer and any person that is at that
date
an underwriter, such date shall be deemed to be a new effective date of the
registration statement relating to the securities in the registration statement
to which that prospectus relates, and the offering of such securities at
that
time shall be deemed to be the initial bona
fide
offering
thereof. Provided,
however,
that no
statement made in a registration statement or prospectus that is part of
the
registration statement or made in a document incorporated or deemed incorporated
by reference into the registration statement or prospectus that is part of
the
registration statement will, as to a purchaser with a time of contract of
sale
prior to such effective date, supersede or modify any statement that was
made in
the registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such effective
date;
or
(ii) If
the
registrant is subject to Rule 430C (§234.430C of this chapter), each prospectus
filed pursuant to Rule 424(b) as part of a registration statement relating
to an
offering, other than registration statements relying on Rule 430B or other
than
prospectuses filed in reliance on Rule 430A (§230.430A of this chapter), shall
be deemed to be part of and included in the registration statement as of
the
date it is first used after effectiveness. Provided,
however,
that no
statement made in a registration statement or prospectus that is part of
the
registration statement or made in a document incorporated or deemed incorporated
by reference into the registration statement or prospectus that is part of
the
registration statement will, as to a purchaser with a time of contract of
sale
prior to such first use, supersede or modify any statement that was made
in the
registration statement or prospectus that was part of the registration statement
or made in any such document immediately prior to such date of first
use.
(6) That,
for
the purpose of determining liability of the registrant under the Securities
Act
of 1933 to any purchaser in the initial distribution of the
securities:
The
undersigned registrant undertakes that in a primary offering of securities
of
the undersigned registrant pursuant to this registration statement, regardless
of the underwriting method used to sell the securities to the purchaser,
if the
securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned registrant will be a seller to
the
purchaser and will be considered to offer or sell such securities to such
purchaser:
(i) Any
preliminary prospectus or prospectus of the undersigned registrant relating
to
the offering required to be filed pursuant to Rule 424 (§230.424 of this
chapter);
(ii) Any
free
writing prospectus relating to the offering prepared by or on behalf of the
undersigned registrant or used or referred to by the undersigned
registrant;
(iii) The
portion of any other free writing prospectus relating to the offering containing
material information about the undersigned registrant or its securities provided
by or on behalf of the undersigned registrant; and
(iv) Any
other
communication that is an offer in the offering made by the undersigned
registrant to the purchaser.
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in
the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being
registered, the registrant will, unless in the opinion of its counsel the
matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication
of
such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act, PNM Resources, Inc. certifies
that it
has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this registration statement to be
signed
on its behalf by the undersigned, thereunto duly authorized, in the City
of
Albuquerque, State of New Mexico, on March 14, 2007.
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PNM
RESOURCES,
INC. |
|
|
|
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By: |
/s/ Jeffry
E.
Sterba |
| |
Jeffry
E. Sterba |
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Chairman,
President and
Chief
Executive Officer
|
POWER
OF ATTORNEY
KNOW
ALL
MEN BY THESE PRESENTS, that each person whose signature appears below, hereby
constitutes and appoints Jeffry E. Sterba, Charles N. Eldred, and Thomas
G.
Sategna, and each of them, his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him or her
and
in his or her name, place and stead, in any and all capacities, to sign any
or
all amendments to this registration statement, including post-effective
amendments and any registration statement filed pursuant to Rule 462(b) under
the Securities Act of 1933, and to file the same, with all exhibits thereto
and
other documents in connection therewith, with the Commission, granting unto
said
attorneys-in-fact and agents, and each of them, full power and authority
to do
and perform each and every act and thing requisite and necessary to be done
in
and about the premises, as fully to all intents and purposes as he or she
might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them, or the substitute or substitutes
of any or all of them, may lawfully do or cause to be done by virtue
hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement
has been signed by the following persons in the capacities and on the date
indicated.
|
/s/
Jeffry E. Sterba
|
Chairman,
President and Chief
Executive
Officer; Director
(Principal
Executive Officer)
|
March
14, 2007
|
|
Jeffry E. Sterba
|
|
/s/
Charles N. Eldred
|
Senior
Vice President and Chief
Financial
Officer
(Principal
Financial Officer)
|
March
14, 2007
|
|
Charles
N. Eldred
|
|
/s/
Thomas G. Sategna
|
Vice
President and Corporate
Controller
(Principal Accounting
Officer)
|
March
14, 2007
|
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Thomas
G. Sategna
|
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/s/
Adelmo E. Archuleta
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Director
|
March
14, 2007
|
|
Adelmo
E. Archuleta
|
|
/s/
Julie A. Dobson
|
Director
|
March
14, 2007
|
|
Julie
A. Dobson
|
|
/s/
Woody L. Hunt
|
Director
|
March
14, 2007
|
|
Woody
L. Hunt
|
|
/s/
Charles E. McMahen
|
Director
|
March
14, 2007
|
|
Charles
E. McMahen
|
|
/s/
Manuel T. Pacheco
|
Director
|
March
14, 2007
|
|
Manuel
T. Pacheco
|
|
/s/
Robert M. Price
|
Director
|
March
14, 2007
|
|
Robert
M. Price
|
|
/s/
Bonnie S. Reitz
|
Director
|
March
14, 2007
|
|
Bonnie
S. Reitz
|
|
/s/
Joan B. Woodard
|
Director
|
March
14, 2007
|
|
Joan
B. Woodard
|
THE
PLAN.
Pursuant to the requirements of the Securities Act, the Plan Administrator
of
the Plan has duly caused this registration statement to be signed on the
Plan’s
behalf by the undersigned thereunto duly authorized officer, in the City
of
Albuquerque, State of New Mexico, on March 14, 2007.
| |
|
|
| |
PNM
RESOURCES, INC.
EXECUTIVE SAVINGS PLAN
II
|
|
|
|
| |
By: |
/s/ Alice
A.
Cobb |
| |
Alice
A. Cobb |
| |
Senior
Vice President and Chief Administrative Officer,
People
Services and Development of PNM Resources,
Inc.
|
Exhibit
Index
|
Exhibit
No.
|
Description
|
|
4
|
PNM
Resources, Inc. Executive Savings Plan II, as amended by a First
Amendment
dated June 3, 2005 and a Second Amendment dated September 29, 2006
(incorporated by reference to Exhibit 4 to PNM Resources, Inc.’s
Registration Statement on Form S-8, File No. 333-121371 filed December
17,
2004, Exhibit 10.56.1 to PNM Resources, Inc.’s Quarterly Report on Form
10-Q for the quarter ended June 30, 2005 and Exhibit 10.2 to PNM
Resources, Inc.’s Current Report on Form 8-K filed October 2,
2006)
|
|
23.1
|
Consent
of Deloitte & Touche LLP (filed herewith)
|
|
24
|
Power
of Attorney (See signature page)
|
An
opinion of counsel as to the valid issuance of the securities being registered
under this registration statement is not required because the securities
will
not be original issuance securities. If that situation should change, an
appropriate opinion of counsel will be filed.
10