As filed with the Securities and Exchange Commission on October 4, 2001
REGISTRATION NO. 333-10993
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PNM RESOURCES, INC.
(formerly known as Manzano Corporation)
(Exact name of the registrant as specified in its charter)
NEW MEXICO 85-0468296
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
ALVARADO SQUARE
ALBUQUERQUE, NEW MEXICO 87158
(505) 241-2700
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
M.H. MAERKI
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
PNM RESOURCES, INC.
ALVARADO SQUARE
ALBUQUERQUE, NEW MEXICO 87158
(505) 241-2700
(name, address, including zip code, and telephone number,
including area code, of agent for service)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME AFTER POST-EFFECTIVE AMENDMENT NO. 1 TO THIS
REGISTRATION STATEMENT BECOMES EFFECTIVE.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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The commission is requested to mail signed copies of all orders, notices and
communications to:
C. L. MOORE
KELEHER & MCLEOD, P.A.
414 Silver Avenue, S. W.
Albuquerque, New Mexico 87103
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
ADOPTION OF PREDECESSOR ISSUER'S REGISTRATION STATEMENT
This post-effective amendment is being filed pursuant to Rule 414 under the
Securities Act of 1933, as amended, in anticipation of the completion of the
formation by Public Service Company of New Mexico, a New Mexico corporation
("PNM"), of a new holding company above PNM pursuant to the Agreement and Plan
of Share Exchange (the "Plan of Exchange") between PNM and PNM Resources, Inc.,
a New Mexico corporation, formerly known as Manzano Corporation ("PNM
Resources"). The Plan of Exchange provides for, among other things, a share
exchange pursuant to which all shares of common stock of PNM would be exchanged
on a one-for-one basis for shares of common stock of PNM Resources (the "Share
Exchange"). The shareholders of PNM approved the Share Exchange on June 6, 2000.
As a result of the Share Exchange, PNM will become a direct wholly owned
subsidiary of PNM Resources. Once the Share Exchange is effective, the Public
Service Company of New Mexico PNM Direct Plan (the "Original Plan") shall be
assumed by PNM Resources and replaced by and known as the PNM Resources, Inc.
PNM Direct Plan (as so replaced and assumed, the "Plan"). The Plan will continue
to cover, among others, employees of PNM and its affiliates. However, shares of
stock issued in accordance with the Plan shall be shares of PNM Resources rather
than shares of PNM. In assuming responsibility for the Original Plan, PNM
Resources will continue to provide the same rights and benefits provided by PNM.
In accordance with Rule 414 under the Securities Act, PNM Resources, as the
successor issuer to PNM, hereby expressly adopts this Registration Statement No.
333-10993 on Form S-3 for the Plan as its own for all purposes of the Securities
Act and the Securities Exchange Act of 1934, as amended, effective upon the
effectiveness of the Share Exchange. The applicable registration fees were paid
at the time of the original filing of this registration statement by PNM.
The information in this prospectus is not complete and may be changed. These
securities may not be sold until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell nor is it an offer to buy these securities in any jurisdiction where the
offer or sale is not permitted.
SUBJECT TO COMPLETION DATED OCTOBER 4, 2001
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P R O S P E C T U S
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PNM RESOURCES, INC.
PNM DIRECT PLAN
COMMON STOCK
(NO PAR VALUE)
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This prospectus relates to shares of common stock, no par value, of PNM
Resources, Inc. that may be offered in connection with the PNM Resources, Inc.
PNM Direct Plan. The plan replaces and assumes the Public Service Company of
New Mexico PNM Direct Plan, or the original plan, initially established on
August 28, 1996 by PNM Resources's wholly owned subsidiary, Public Service
Company of New Mexico. On , PNM Resources became the parent of Public
Service Company of New Mexico, or PNM, pursuant to a one-for-one exchange of
common stock between the two corporations.
The plan is designed to provide investors with a convenient way to purchase
shares of PNM Resources common stock, and to reinvest all or a portion of the
cash dividends paid on PNM Resources common stock in additional shares of common
stock.
PARTICIPANTS IN THE PLAN MAY:
- Reinvest all or a portion of cash dividends paid on common stock
registered in their names or on common stock credited to their
plan accounts in shares of common stock.
- Make an initial investment in common stock with a cash payment of
at least $50, and additional optional investments thereafter of at
least $50, up to a maximum of $60,000 per calendar year, including
the initial investment; provided, however, that employees of PNM
Resources and any of its affiliates who elect to invest through
payroll deductions may make an initial investment of at least $25,
and additional optional investments thereafter of at least $25.
- Make investments, including initial investments, in the plan by
electronic funds deduction from financial institution accounts.
- Make investments in common stock during two separate investment
periods in each month and not just one investment period per
month, as provided for under the original plan.
- Receive, upon written request, certificates for whole shares of
common stock credited to their plan accounts.
- Deposit certificates representing common stock into the plan for
safekeeping.
- Sell shares of common stock credited to their plan accounts
through the plan.
Shares of common stock will be purchased under the plan, at the option of
PNM Resources, from newly issued shares, shares held in the treasury of PNM
Resources not reserved for any other purposes or shares purchased on the open
market. Purchases will be effected through an independent agent appointed by
PNM Resources. The common stock is listed on the New York Stock Exchange under
the ticker symbol PNM. The closing price of the common stock on , 2001
on the New York Stock Exchange was $ .
The purchase price of newly issued common stock purchased under the plan
for an investment date (as defined in the plan) will be the average of the high
and low sales prices of the common stock reported on the New York Stock Exchange
Composite Tape as published in The Wall Street Journal or, for any day on which
there is no such publication, in another generally accepted publication for the
first business day of the relevant investment period (as defined in the plan),
provided that the New York Stock Exchange is open on such day. The price of
shares of common stock purchased or sold on the open market will be the weighted
average price per share (adjusted for brokerage commissions, any related service
charges, and applicable taxes) of the aggregate number of shares purchased or
sold, respectively, on the open market during the relevant investment period.
PNM Resources will pay the costs of administration of the plan, except that plan
participants will bear the cost of brokerage commissions, any related service
charges and applicable taxes relating to shares of common stock purchased or
sold on the open market.
To the extent required by applicable law in certain jurisdictions, shares
of common stock offered under the plan to persons not presently record holders
of common stock are offered only through a registered broker/dealer in such
jurisdictions.
This prospectus contains a summary of the material provisions of the plan
and, therefore, this prospectus should be retained by participants in the plan
for future reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
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The date of this prospectus is , 2001.
AVAILABLE INFORMATION
PNM Resources is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended, and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission. Such reports, proxy statements and other information may be
inspected and copied at the public reference facilities maintained by the SEC at
450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. You may obtain
information on the operation of the public reference facilities by calling the
SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports,
proxy and information statements, and other information regarding issuers that
file electronically with the SEC at http://www.sec.gov. PNM Resources common
stock is listed on the New York Stock Exchange. Reports, proxy material, and
other information concerning PNM Resources can be inspected at the office of
this Exchange at Room 401, 20 Broad Street, New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS
BY REFERENCE
The following documents previously filed with the SEC by PNM and PNM
Resources, formerly known as Manzano Corporation, are hereby incorporated by
reference in this prospectus:
- PNM Resources's Registration Statement on Form S-4 filed with the
SEC on March 10, 2000, as amended (No. 333-32170);
- PNM's Annual Report on Form 10-K for the year ended December 31,
2000, as amended;
- PNM's Current Report on Form 8-K, dated January 18, 2001; January
23, 2001; January 25, 2001 (two); February 26, 2001; February 28,
2001; March 1, 2001; March 20, 2001; March 27, 2001;
- PNM's Quarterly Report on Form 10-Q for the quarter ended March
31, 2001;
- PNM's Current Report on Form 8-K, dated April 11, 2001 (two);
April 12, 2001; April 16, 2001; April 18, 2001 (two); May 2, 2001
(two); May 18, 2001; May 25, 2001; June 1, 2001; June 14, 2001;
- PNM's Quarterly Report on Form 10-Q for the quarter ended June
30, 2001, as amended; and
- PNM's Current Reports on Form 8-K, dated July 3, 2001 (two); July
13, 2001; July 16, 2001; July 18, 2001 (three); July 24, 2001;
July 30, 2001; August 9, 2001; August 16, 2001; August 17, 2001;
September 13, 2001; September 18, 2001; September 19, 2001.
All documents filed by PNM Resources pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date of this prospectus and
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold will be deemed to be incorporated by reference in this
prospectus and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated by reference herein
will be deemed to be modified or superseded for purposes of this prospectus to
the extent that a statement contained herein or in any other subsequently filed
document which is also incorporated by reference herein modifies or supersedes
such statement. Any statement so modified or superseded will not be deemed,
except as modified or superseded, to constitute a part of this prospectus.
PNM Resources will provide without charge to each person, including any
beneficial owner, to whom a copy of this prospectus has been delivered, on the
oral or written request of any such person, a copy of any or all of the
documents referred to above which have been or may be incorporated in this
prospectus by reference, other than exhibits to such documents. Requests for
such copies should be directed to PNM Resources, Inc., Alvarado Square,
Albuquerque, New Mexico 87158, or by calling (505) 241-2054 or (800) 545-4425
toll-free nationwide.
PNM RESOURCES, INC.
PNM Resources, Inc. was incorporated on March 3, 2000 under the laws of
the State of New Mexico and became the holding company for PNM on , 2001,
the date of effectiveness of a share exchange between PNM Resources and PNM
approved by PNM's shareholders on June 6, 2000. As a result of the share
exchange, PNM became a direct wholly-owned subsidiary of PNM Resources and
each share of common stock of PNM, including each share previously issued
under the original plan, was exchanged for one share of common stock of PNM
Resources. At the effective time of the share exchange, the original plan was
replaced and assumed by PNM Resources, with PNM Resources common stock used in
lieu of common stock of PNM whenever after that time stock is to be issued
under the plan. Otherwise, all accounts and all elections, notices,
instructions and authorizations under the original plan automatically continue
under, and all participants in the original plan automatically continue as
participants in, the plan.
PNM is a public utility primarily engaged in the generation, transmission,
distribution, sale and trading of electricity and in the transmission,
distribution and sale of natural gas. The principal executive offices of PNM
Resources and PNM are located at Alvarado Square, Albuquerque, New Mexico 87158,
and the telephone number is (505) 241-2700.
DESCRIPTION OF THE PLAN
The following questions and answers describe the provisions of the plan.
For convenience of reference, the definitions of certain key terms are included
below:
DEFINITIONS
Administrator PNM Resources. See also "plan administrator."
Cash investment A payment made subsequent to enrollment in the plan.
The maximum aggregate cash investment (including the
initial cash investment) is $60,000 per account per
calendar year.
Dividend payment date The date determined by PNM Resources's board of
directors on which common stock dividends are
payable.
Dividend record date The date determined by PNM Resources's board of
directors for establishing shareholders who are
entitled to a dividend, which has been declared.
Eligible investor An investor who makes an initial cash investment or a
shareholder of record.
Enrollment forms Forms available through PNM Resources that the
investor must complete to be able to participate in
the plan.
Ex-dividend date A date prior to the dividend record date, based on
industry regulations, necessary to allow for the
settlement of traded securities by the dividend
record date. Common stock purchased between the
ex-dividend date and the dividend record date is not
entitled to the succeeding dividend.
Initial cash investment A payment made to PNM Resources to purchase shares of
common stock to open a plan account. The minimum
initial cash investment is $50, except that the
minimum initial cash investment for employees of
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PNM Resources or any of its affiliates using payroll
deductions is $25.
Investment date The date on which the purchase price for all shares
of common stock to be purchased has been determined.
The purchased shares are credited to a participant's
account on the investment date.
Investment period The period during which common stock is purchased.
Investment periods begin on (1) the first business
day of each month, except that during dividend record
date months, the first investment period begins on
the first business day following the dividend record
date; and (2) the 15th day of each month or the next
business day if the 15th day falls on a weekend or
holiday.
Investment statement A statement sent to a participant after an investment
period in which the participant's account had
investment activity. The investment statement
includes the purchase price and number of shares of
common stock purchased.
Plan administrator PNM Resources.
Plan history statement A statement sent to a participant upon withdrawal
(including by way of the sale of shares or the
issuance of a certificate for shares) of all or a
portion of shares from the participant's account.
Shareholder of record An investor whose shares are registered on the books
of PNM Resources.
PURPOSE OF THE PLAN
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the plan is to provide shareholders and interested
investors with a convenient and economical way to purchase shares of
common stock with cash investments (including an initial cash investment)
or reinvested dividends.
ADVANTAGES AND DISADVANTAGES OF THE PLAN
2. WHAT ARE THE ADVANTAGES AND DISADVANTAGES OF THE PLAN?
THE PLAN OFFERS INVESTORS THE FOLLOWING ADVANTAGES:
A. Direct Purchase of Stock - Persons not presently owning shares of
common stock may become shareholders of PNM Resources by making an
initial cash investment of at least $50, or if you are an employee of
PNM Resources or any of its affiliates, by making an initial cash
investment by payroll deduction of at least $25 (but not more than
$60,000 per account per calendar year). See Question 5.
Participants may invest additional funds at any time to purchase
shares of common stock. The maximum annual cash investment (including
the initial cash investment) is $60,000 per account.
B. Sell Stock - Participants may sell shares held in their plan account
through the plan. See Questions 32 and 33.
C. Certificate Safekeeping - Participants may deposit their common stock
certificates with PNM Resources, whether or not the common stock
represented by such certificates was purchased through the plan, and
have their ownership maintained on PNM Resources's records in their
plan account. This convenience is provided at no cost to the
participant and eliminates the possibility of loss, inadvertent
destruction, or theft
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of certificates. Also, because shares deposited for safekeeping are
treated in the same manner as shares purchased through the plan, they
may be transferred or sold through the plan. See Question 31.
D. Reinvestment of Dividends - All or a portion of common stock dividends
may be reinvested to purchase additional shares of common stock. See
Questions 7 through 9.
E. Simplified Recordkeeping - An investment statement will be mailed to a
participant after an investment period in which the participant's
account had investment activity. The statement is cumulative,
providing year-to-date plan account activity. A plan history statement
will be sent when shares are sold, transferred or otherwise withdrawn
from the plan. See Questions 34 and 37.
F. Reduced Broker Commissions - The broker commissions negotiated by PNM
Resources for buying or selling shares are typically substantially
less than those paid by individual investors for this service. No
commissions are paid for newly issued shares or treasury shares. See
Questions 27 and 33.
G. Transfer of Shares - Participants may transfer shares held in their
plan account to another individual's account at no cost. The normal
transfer requirements will apply. See Questions 30 and 43.
H. Full Investment of Funds - The full amount of reinvested dividends and
cash investments can be invested because the plan permits fractional
shares to be credited to plan accounts. Dividends are paid on
fractional shares as well as on whole shares. See Question 28.
PLAN PARTICIPATION PRESENTS INVESTORS WITH THE FOLLOWING DISADVANTAGES:
A. No Interest on Funds Pending Investment - No interest is paid on
dividends or cash investments held pending investment or reinvestment.
See Question 17.
B. Delay in Determining Purchase Price - The number of shares purchased
for an investor's plan account will not be determined until all shares
for the relevant investment period have been purchased. Therefore,
investors will not know the number of shares purchased or the purchase
price until the investment date. See Questions 25 through 29.
C. Return of Cash Investments on Request - Cash investments (including
initial cash investments) sent to the plan administrator will not be
returned to the investor unless a written request is received by the
plan administrator by the last business day prior to the relevant
investment period. See Question 19.
D. Periodic Delays for Issuing Certificates or Selling Shares - Requests
for issuance of certificates or the sale of shares from a plan account
will be delayed during the dividend processing period. This is a 13-15
business day period which begins on the ex-dividend date. See
Questions 30, 33, and 34.
E. Broker Commissions - While the broker commissions negotiated by the
plan administrator for buying or selling stock are typically less than
those paid by individual investors for this service, certain investors
may be able to negotiate lower commissions on an individual basis.
Also, the commissions negotiated by the plan administrator may change
from time to time. See Questions 27 and 33.
F. Price of Shares - Plan participants cannot designate a specific price
at which to sell or purchase common stock. Requests for the sale of
plan shares are accumulated and the plan administrator places a market
order with the appointed agent. Similarly, a market order is placed
with the independent agent to purchase stock with all funds available
for investment. See Questions 24, 27, and 32.
PLAN ADMINISTRATION
3. WHO ADMINISTERS THE PLAN?
PNM Resources administers the plan. Administration duties include
recordkeeping, sending periodic statements of account, and holding shares
purchased through the plan or otherwise deposited for safekeeping.
4
See Question 32. Such shares will be registered in the name of a nominee
on behalf of plan participants. Communications about the plan should be
directed to:
PNM Resources, Inc.
Shareholder Records Department
Alvarado Square, MS 1104
Albuquerque, NM 87158-1104
When writing, please include a day-time telephone number to expedite our
reply. The nationwide toll-free Shareholder Records Department telephone
number is (800) 545-4425. In the Albuquerque area, call 241-2054.
PARTICIPATION IN THE PLAN
4. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?
Any interested investors making the applicable minimum initial cash
investment and all common stock shareholders of record are eligible to
participate. Citizens or residents of a country other than the United
States or its territories and possessions should determine whether they
are subject to any governmental regulations prohibiting or restricting
participation in the plan, and must provide evidence satisfactory to the
administrator that their participation will not violate any such
regulations, before enrolling in the plan.
Beneficial owners of common stock whose shares are held in a name other
than their own (for example, a bank, broker, or trustee) may participate
in the plan with respect to such shares by transferring those shares into
their own name.
5. HOW DOES AN ELIGIBLE INVESTOR ENROLL IN THE PLAN?
After being furnished with a plan prospectus, eligible investors may join
the plan by completing and signing an enrollment form and returning it to
PNM Resources. Non-shareholder investors must submit an initial cash
investment of at least $50 (but not more than $60,000 per account per
calendar year). Non-shareholder investors who are also employees of PNM
Resources or any of its affiliates and who elect to invest through a
payroll deduction must submit an initial cash investment of at least $25.
Once enrolled in the plan, eligible investors will remain enrolled until
they discontinue their participation or the plan is terminated. See
Questions 34, 35 and 41.
6. WHEN MAY AN ELIGIBLE INVESTOR JOIN THE PLAN?
An eligible investor may join the plan at any time by completing and
returning an enrollment form.
PARTICIPATION OPTIONS
7. WHAT PARTICIPATION OPTIONS ARE AVAILABLE IN THE PLAN?
On the enrollment form, the investor is offered the following
participation options:
- Full Dividend Reinvestment
- Partial Dividend Reinvestment or
- Cash Investment Only
8. HOW DOES THE "FULL DIVIDEND REINVESTMENT" OPTION OF THE PLAN WORK?
Participants enrolling in the "Full Dividend Reinvestment" option will
have dividends earned on all common stock, both in their plan account and
of record, reinvested to purchase additional shares of common stock. The
reinvestment of dividends will commence with the first dividend to which
the participant is entitled payable
5
after the next dividend record date following enrollment. A participant
may also make cash investments of up to $60,000 per account annually to
purchase common stock.
9. HOW DOES THE "PARTIAL DIVIDEND REINVESTMENT" OPTION OF THE PLAN WORK?
Participants enrolling in the "Partial Dividend Reinvestment" option can
designate a specific number of shares on which they wish to receive cash
dividends, with dividends on the balance of shares being reinvested to
purchase common stock. Participants may also elect to receive cash
dividends on shares they hold in certificate form, with dividends on
shares held in their plan account being reinvested. The reinvestment of
dividends will commence with the first dividend to which the participant
is entitled payable after the next dividend record date following
enrollment. In addition, a participant may make cash investments of up to
$60,000 per account annually to purchase common stock.
If a participant has elected this option and subsequently directs that a
portion of his or her shares are to be sold, transferred, or withdrawn,
unless the participant otherwise directs, all shares on which a
participant receives reinvested dividends will be sold, transferred, or
withdrawn prior to the sale, transfer, or withdrawal of any shares on
which a participant receives cash dividends.
10. HOW DOES THE "CASH INVESTMENT ONLY" OPTION OF THE PLAN WORK?
Participants enrolling in the "Cash Investment Only" option may make cash
investments of at least $50, but not more than $60,000 per account
annually. Participants who are also employees of PNM Resources or any of
its affiliates and who elect to use payroll deductions may make cash
investments of at least $25. Dividends earned on all common stock, both in
the plan account and of record, will be paid directly to the investor in
the manner in which dividends are normally paid. The cash investment will
purchase additional shares of common stock.
NOTE: IF PARTICIPANTS DO NOT INDICATE A PARTICIPATION OPTION ON THE
ENROLLMENT FORM, THEIR ACCOUNT WILL AUTOMATICALLY BE ENROLLED INTO THE
"FULL DIVIDEND REINVESTMENT" OPTION.
11. MAY PARTICIPANTS CHANGE THEIR PARTICIPATION OPTION?
Yes. The participation option may be changed by completing and signing a
new enrollment form and returning it to PNM Resources. The change will be
effective as of the next dividend record date following receipt of the new
enrollment form.
12. MAY PNM RESOURCES RESTRICT PARTICIPATION IN THE PLAN?
Yes. PNM Resources reserves the right to restrict participation in the
plan if it believes that such participation may be contrary to the general
intent of the plan or in violation of applicable law.
INITIAL CASH INVESTMENTS AND CASH INVESTMENTS
13. WHO IS ELIGIBLE TO MAKE CASH INVESTMENTS?
Any shareholder of record who has submitted a signed enrollment form is
eligible to make cash investments regardless of the participation option
chosen, subject to the maximum contribution. See Question 16.
14. WHO IS ELIGIBLE TO MAKE AN INITIAL CASH INVESTMENT?
Any interested investor may submit a signed enrollment form and make an
initial cash investment, subject to the applicable minimum and maximum
contributions. See Question 16.
15. HOW ARE INITIAL CASH INVESTMENTS AND CASH INVESTMENTS MADE?
Initial cash investments and subsequent cash investments must be made by
check, money order, or electronic funds deduction from a U.S. bank or
other U.S. financial institution, in U.S. dollars, to PNM Resources, Inc.
6
PNM Direct Plan. DO NOT SEND CASH. Initial cash investments must be
accompanied by a completed enrollment form; an enrollment form or a cash
investment form should accompany subsequent cash investments to ensure
credit to the proper account. An employee of PNM Resources or any of its
affiliates may elect to make an initial cash investment or subsequent cash
investments through payroll deductions by completing and returning a
payroll deduction authorization form. PNM Resources also allows for cash
investments to be made by electronic debit from a specified account by
completing and returning an electronic debit authorization form.
16. IS THERE A MINIMUM AND MAXIMUM CASH INVESTMENT?
Yes. Generally, the minimum initial cash investment is $50 and the minimum
for subsequent cash investments is $50. However, if you are an employee of
PNM Resources or any of its affiliates and you elect to invest through
payroll deductions, the minimum initial cash investment is $25 and the
minimum for subsequent cash investments is $25. The maximum aggregate cash
investment (including the initial cash investment) is $60,000 per account
per calendar year.
17. WHEN WILL A PARTICIPANT'S INITIAL CASH INVESTMENT OR SUBSEQUENT CASH
INVESTMENT BE INVESTED?
Initial cash investments and subsequent cash investments will be invested
during the investment period immediately following the investment period
during which the funds are received. Because interest is not paid on funds
pending investment, it is to your benefit to mail your cash investments so
they are received shortly before the end of an investment period. Funds
are considered to be received when delivered, either by postal service or
in person, during business hours to PNM Resources's corporate headquarters
(see "Shareholder Information" below for address).
In the event that a check submitted for investment is returned unpaid for
any reason, the plan administrator will consider the request for
investment of such funds null and void. Any shares purchased upon the
prior credit of such funds will be immediately removed from the
participant's account. The plan administrator will be entitled to sell
those shares to satisfy any uncollected amounts. If the net proceeds of
the sale of such shares are insufficient to satisfy the balance of such
uncollected amounts, the plan administrator will be entitled to sell
additional shares from the participant's account to satisfy the
uncollected balance.
NOTE: INTEREST IS NOT PAID ON FUNDS HELD PENDING INVESTMENT.
18. WHEN WILL SHARES PURCHASED WITH INITIAL CASH INVESTMENTS OR SUBSEQUENT
CASH INVESTMENTS BE ENTITLED TO RECEIVE DIVIDENDS?
Shares purchased with an initial cash investment or a subsequent cash
investment will be entitled to dividends if the shares were credited to
the participant's account as of a date preceding the dividend record date
for payment of a dividend.
19. MAY A PARTICIPANT REQUEST THAT AN INITIAL CASH INVESTMENT OR SUBSEQUENT
CASH INVESTMENT BE RETURNED?
Yes. A participant may request, in writing, the return of an initial cash
investment or a subsequent cash investment. The funds will be returned if
the request is received by the last business day of PNM Resources prior to
the relevant investment period.
REINVESTMENT OF DIVIDENDS
20. IS THERE A MINIMUM OR MAXIMUM AMOUNT FOR REINVESTED DIVIDENDS?
No. Dividends designated for reinvestment through the plan are not subject
to a minimum or maximum.
7
21. WHEN WILL A PARTICIPANT'S DIVIDENDS BE REINVESTED?
A participant's dividends will be reinvested during the investment period
following the investment period in which the dividend is payable.
22. WHEN WILL SHARES PURCHASED WITH REINVESTED DIVIDENDS BE ENTITLED TO
RECEIVE DIVIDENDS?
Shares purchased with reinvested dividends will be entitled to dividends
on the dividend payment date following the purchase of such shares.
PURCHASES
23. WHAT IS THE SOURCE OF COMMON STOCK PURCHASED THROUGH THE PLAN?
Common stock purchased through the plan will be purchased, at the
discretion of PNM Resources and in accordance with applicable law, either
on the open market or directly from PNM Resources or through a combination
of the foregoing. Shares purchased from PNM Resources may be either
authorized but unissued shares or shares held in the treasury of PNM
Resources not reserved for any other purpose or a combination of both. PNM
Resources currently anticipates that shares will initially be purchased on
the open market.
24. HOW IS COMMON STOCK PURCHASED ON THE OPEN MARKET?
Common stock will be purchased through an independent agent appointed by
PNM Resources. The independent agent will have full discretion in all
matters related to such purchases, including the day and time of purchase,
price paid, number of shares purchased and the markets or persons through
whom the purchases are made.
25. WHEN ARE SHARES PURCHASED FOR THE PLAN?
Purchases of shares on the open market may begin on the first day of the
relevant investment period and will be completed no later than 15 days
thereafter. Please see Questions 17 and 21 to determine the relevant
investment period. Dividends not invested in common stock within 30 days
of the dividend payment date therefor and cash investments not invested in
common stock within 35 days of receipt will be promptly returned to
participants.
Shares purchased by the plan from PNM Resources (newly issued common stock
or treasury shares) will be acquired as of the first day of the relevant
investment period, provided that the New York Stock Exchange is open on
such day. See Question 26.
26. WHEN WILL SHARES BE CREDITED TO A PARTICIPANT'S ACCOUNT?
Participants' shares will be credited to their plan accounts on the
investment date and are considered to be owned by the participant on that
day. If the investment date falls on a date when the New York Stock
Exchange is closed, the first day immediately succeeding such day on which
the New York Stock Exchange is open will be the investment date.
27. HOW IS THE PURCHASE PRICE OF THE COMMON STOCK DETERMINED?
The purchase price of common stock purchased on the open market will be
the weighted average price, including broker commissions, related service
charges and applicable taxes, of all shares purchased during the
investment period.
The purchase price of common stock purchased from PNM Resources (newly
issued common stock or treasury shares) will be the average of the high
and low prices of the common stock reported on the New York Stock Exchange
Composite Tape as published in The Wall Street Journal or, for any day on
which there is no such
8
publication, in another generally accepted publication for the first
business day of the relevant investment period, provided that the New
York Stock Exchange is open on such day.
If the stock is purchased both on the open market and through PNM
Resources, the purchase price will be the weighted average price of such
shares in accordance with the foregoing two paragraphs.
28. HOW MANY SHARES OF COMMON STOCK WILL BE PURCHASED FOR A PARTICIPANT?
The number of shares purchased for a participant will be equal to the
participant's cash investments for the preceding investment period plus
dividends available for reinvestment (see Question 21) divided by the
purchase price of the shares. The participant's account will be credited
with the whole and fractional shares on the investment date.
29. CAN A PARTICIPANT REQUEST THE PURCHASE OF A SPECIFIC NUMBER OF SHARES?
No. Since the purchase price of the common stock cannot be calculated
until the common stock is purchased, a participant may not purchase a
specific number of shares.
CERTIFICATES
30. WILL CERTIFICATES BE ISSUED FOR SHARES PURCHASED THROUGH THE PLAN?
No. The certificates for shares purchased through the plan are registered
in the name of a nominee on behalf of plan participants. A certificate
will be issued to participants only upon request.
Participants requesting the issuance of a certificate for their plan
shares should submit the request in writing to the plan administrator,
specifying the number of shares to be issued. Certificates will generally
be issued within five days following the receipt of the request. However,
requests received during the dividend processing period will be delayed.
See "Disadvantages of the Plan - D." Certificates cannot be issued for
fractional shares.
The certificate will be issued in the name(s) of the participant(s).
Requests to issue a certificate into another registration must meet the
requirements for transfer of stock. See Question 43.
See Question 9 for information relating to the certification of only a
portion of a participant's plan shares when the participant has elected
the "Partial Dividend Reinvestment" option for his or her shares.
SAFEKEEPING OF CERTIFICATES
31. CAN CERTIFICATES BE RETURNED TO THE COMPANY TO BE HELD IN THE
PARTICIPANT'S PLAN ACCOUNT?
Yes. Certificates for common stock may be returned to the plan
administrator to take advantage of the safekeeping feature of the plan.
THE CERTIFICATES SHOULD NOT BE ENDORSED AND REGISTERED MAIL IS
RECOMMENDED. The certificates should be submitted with a letter to the
plan administrator directing the plan administrator to deposit the shares
represented by such certificates into the plan account of the participant.
Alternatively, the certificates can be submitted with a safekeeping
authorization form. Investors may submit certificates for safekeeping at
any time while participating in the plan.
COMMON STOCK SURRENDERED FOR SAFEKEEPING WILL BE TREATED AS SHARES
PURCHASED THROUGH THE PLAN.
9
SALE OF SHARES
32. HOW MAY PARTICIPANTS SELL THEIR PLAN SHARES OR TRANSFER SHARES?
Participants may sell their plan shares by submitting a written request to
PNM Resources. The request should indicate the number of shares to be sold
and must be signed by ALL account owners. Shares acquired through and held
in the plan, as well as shares surrendered for safekeeping, may be sold in
this manner. A request to sell shares is irrevocable after it is received
by PNM Resources. PNM Resources's appointed agent will have full
discretion in all matters related to the sale, including the time of sale,
sale price, and the markets or persons through whom the shares are sold.
Participants cannot specify a price at which to sell their stock.
Participants may also elect to transfer (whether by gift, private sale, or
otherwise) ownership of all or a portion of their plan shares to the
account of another participant or establish an account for a person not
already a participant by delivering to the administrator a completed
account action request form to that effect and a stock assignment (stock
power) acceptable to the administrator along with such other documentation
as may be required by the administrator. No fraction of a share of common
stock credited to the transferor's account shall be transferred unless the
transferor's entire account is transferred. For participants' convenience
a gift certificate is available to represent a transfer by gift.
Shares held outside the plan may not be sold through the plan.
See Question 9 for information relating to the sale of only a portion of a
participant's plan shares when the participant has elected the "Partial
Dividend Reinvestment" option for his or her shares.
33. WHEN WILL PLAN SHARES BE SOLD?
Plan shares will generally be sold within five business days following
receipt of the sale request. However, sale requests received during the
dividend processing period will be delayed until the dividend processing
period is completed. See "Disadvantages of the Plan - D."
A check will be issued for the proceeds of the sale minus the broker
commissions, any related service charges and applicable taxes, and will be
made payable to the registered account owners only.
TERMINATION OF PLAN PARTICIPATION
34. HOW MAY A PARTICIPANT TERMINATE PARTICIPATION IN THE PLAN?
Participants may terminate participation in the plan either by selling all
the shares in their plan account or by having a certificate issued for a
specific number of whole shares in their plan account and selling the
balance of shares. See Questions 30, 32 and 33. Certificates cannot be
issued for fractional shares; fractional shares must be sold when
terminating participation.
Plan participants must notify PNM Resources in writing of their intention
to terminate participation in the plan, have all account owners sign the
request and indicate whether they wish to receive a stock certificate or
sell their shares.
Participants terminating their plan participation will receive a plan
history statement detailing the account history. THIS STATEMENT SHOULD BE
RETAINED FOR TAX PURPOSES.
Cash investments received prior to the request to terminate plan
participation will be invested during the next investment period unless
the participant timely requests the return of that cash investment. See
Question 19.
The termination of plan participation will be delayed if the request is
received during the dividend processing period. See "Disadvantages of the
Plan - D."
10
35. MAY PNM RESOURCES TERMINATE A PARTICIPANT'S PLAN PARTICIPATION?
Yes. If a participant does not maintain at least one whole share of common
stock in the plan account or does not own any common stock of record for
which cash dividends are designated for reinvestment pursuant to the plan,
the participant's participation may be terminated by PNM Resources upon
written notice to the participant. A participant whose participation has
been terminated will receive a check for the cash value of any fractional
share in the plan account.
In addition, PNM Resources may terminate a participant's participation in
the plan if it believes that such participation may be contrary to the
general intent of the plan or in violation of applicable law. The
participant will receive a certificate for whole shares and a check for
the cash value of the fractional share in the plan account.
COSTS
36. WHAT COSTS ARE ASSOCIATED WITH PARTICIPATION IN THE PLAN?
The only costs associated with plan participation are the broker
commissions, related service charges and applicable taxes for the sale or
purchase of shares for a participant's account. All other administrative
costs are borne by PNM Resources.
REPORTS TO PARTICIPANTS
37. WHAT REPORTS ARE SENT TO PARTICIPANTS?
Plan participants will receive an investment statement as soon as possible
after each month in which an investment occurs in their plan account,
which will provide detailed account information for the current calendar
year. THIS STATEMENT SHOULD BE RETAINED FOR TAX PURPOSES.
Participants who have sold, transferred, or withdrawn shares from their
plan accounts will receive a plan history statement detailing the account
history. THIS STATEMENT SHOULD BE RETAINED FOR TAX PURPOSES.
Plan participants will also receive copies of all shareholder
communications such as annual reports, and notices of shareholder meetings
and proxy materials.
Plan participants will receive an IRS Form 1099-DIV showing total
dividends reported to the Internal Revenue Service which were paid to the
participant both on shares of record and plan account shares. An IRS Form
1099-B will be provided for reporting the proceeds from the sale of shares
through the plan. See Question 45 for further information regarding tax
reporting.
OTHER INFORMATION
38. WHAT HAPPENS IF PNM RESOURCES DECLARES A DIVIDEND PAYABLE IN COMMON STOCK
OR A STOCK SPLIT?
Any dividends in the form of shares of common stock and any shares
resulting from a common stock split on shares held in a participant's plan
account will be credited to the participant's plan account.
39. HOW WILL A PARTICIPANT'S SHARES BE VOTED AT MEETINGS OF SHAREHOLDERS?
Participants in the plan will receive a proxy statement and a proxy card
representing plan account shares as well as any other common stock held of
record. The participant's shares will be voted in accordance with the
instructions indicated on the proxy card. Shares for which a proxy is not
received will not be voted.
11
40. WHAT IS THE RESPONSIBILITY OF PNM RESOURCES AND ITS AGENTS UNDER THE PLAN?
Neither PNM Resources, in its individual capacity or as administrator, nor
any independent agent appointed by PNM Resources pursuant to the plan will
be liable for any act done in good faith or for any good faith omission to
act with respect to the plan, including, without limitation, any claim of
liability arising out of failure to terminate a participant's account upon
such participant's death prior to receipt of notice in writing of such
death or with respect to the prices or times at which, or sources from
which, shares are purchased or sold for participants, or with respect to
any fluctuation in market value before or after any purchase or sale of
shares.
PARTICIPANTS MUST RECOGNIZE THAT PNM RESOURCES CANNOT ASSURE THEM A
PROFIT, OR PROTECT THEM AGAINST LOSSES, ON SHARES PURCHASED PURSUANT TO
THE PLAN. THE MARKET PRICE OF COMMON STOCK CAN FLUCTUATE SUBSTANTIALLY.
PARTICIPANTS ACCEPT THE RISKS AS WELL AS THE BENEFITS OF THE PLAN.
41. MAY THE PLAN BE CHANGED OR DISCONTINUED?
Yes. PNM Resources reserves the right to suspend, modify, or terminate the
plan at any time. PNM Resources may register additional shares from time
to time. Any suspension, modification, or termination of the plan will be
communicated by PNM Resources to all plan participants.
42. MAY COMMON STOCK HELD IN A PLAN ACCOUNT BE PLEDGED AS COLLATERAL?
No. Common stock held in a plan account may not be pledged as collateral.
Participants wishing to use their common stock as collateral must have
certificates issued for the shares. The certificates can then be delivered
for collateral.
43. MAY COMMON STOCK HELD IN A PLAN ACCOUNT BE TRANSFERRED OR ASSIGNED TO
ANOTHER PERSON?
Yes. A participant may transfer or assign plan shares to another person or
entity by meeting the requirements for transfer of stock. Requests for
stock transfer requirements should be sent to:
PNM Resources, Inc.
Shareholder Records Department
Alvarado Square, MS 1104
Albuquerque, NM 85158-1104
or by calling PNM Resources at (800) 545-4425 or, in Albuquerque, at
241-2054.
See Question 9 for information relating to the transfer of only a portion
of a participant's plan shares when the participant has elected the
"Partial Dividend Reinvestment" option for his or her shares.
44. HOW MAY INSTRUCTIONS BE GIVEN TO THE ADMINISTRATOR?
Although currently all instructions from a participant to the
administrator are required to be in writing, the administrator may in the
future allow certain instructions to be given by telephone or in any other
manner as agreed to by the administrator and the participant.
FEDERAL INCOME TAX INFORMATION
45. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PLAN PARTICIPATION?
PNM Resources believes the following is an accurate summary of the
material federal income tax consequences of participation in the plan. YOU
ARE ADVISED TO CONSULT YOUR TAX OR FINANCIAL ADVISOR WITH RESPECT TO
FEDERAL, STATE, LOCAL, AND OTHER TAX LAWS WHICH APPLY TO YOUR SPECIFIC
SITUATION.
12
In general, the dividends paid on common stock, whether the shares are
held in certificate form by the shareholder or held through the plan, are
considered taxable income, whether received in cash or reinvested through
the plan. The information return sent to you and the IRS at year-end will
provide the information required to complete your income tax returns.
The tax basis of shares acquired through the reinvestment of dividends
will be equal to the value of dividends reinvested. The tax basis of
shares purchased with cash investments will be equal to the amount of such
investments.
Upon the sale of all or a portion of the shares from the plan, a
participant may recognize a capital gain or loss based on the difference
between the sales proceeds and the tax basis in the shares sold, including
any fractional shares. The capital gain or loss will be long-term if the
shares were held for more than one year.
For participants who are subject to U.S. withholding tax, backup
withholding, or foreign taxes, PNM Resources will withhold the required
taxes from the gross dividends or proceeds from the sale of shares. The
dividends or proceeds received by the participant, or dividends reinvested
on behalf of the participant, will be net of the required taxes.
USE OF PROCEEDS
Since purchases of common stock under the plan may be satisfied by (i) the
purchase of new shares of common stock issued by PNM Resources or the purchase
of shares held in the treasury of PNM Resources, or (ii) the purchase of shares
of common stock in the open market, the number of shares of newly issued common
stock or treasury shares of common stock, if any, that PNM Resources ultimately
will sell under the plan is not known. If newly issued shares of common stock or
treasury shares of common stock are purchased under the plan, the proceeds from
such sales will be used for general corporate purposes, including, without
limitation, the redemption, repayment or retirement of outstanding indebtedness
of PNM Resources. PNM Resources will not receive any proceeds when shares of
common stock are purchased under the plan in the open market.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of PNM Resources consists of 10,000,000
shares of preferred stock without par value, issuable in series from time to
time, and 120,000,000 shares of common stock, without par value. The board of
directors of PNM Resources is authorized by PNM Resources's Articles of
Incorporation, at any time or from time to time, to establish and designate one
or more series of preferred stock and to fix the number of shares and the
relative rights, preferences and limitations of each such series. PNM
Resources's Articles of Incorporation limit the board of directors to
designating voting rights only when dividends on the preferred stock are not
paid and when proposed changes to the Articles would adversely affect preferred
shareholders' rights. The affirmative vote of the holders of a majority of the
outstanding capital stock of PNM Resources entitled to vote shall be required in
order to amend, alter, change or repeat any provisions of the Articles of
Incorporation. As of , 2001, there were outstanding: (i) shares of
common stock and (ii) shares of preferred stock.
PNM Resources common stock is listed on the New York Stock Exchange under
the ticker symbol PNM.
DIVIDENDS
After giving effect to any prior rights of the PNM Resources preferred
stock, if any should become outstanding, PNM Resources will pay dividends on its
common stock as determined by its board of directors out of legally available
funds.
VOTING RIGHTS
Holders of common stock are entitled to one vote for each share held by
them on all matters submitted to the shareholders of PNM Resources. Holders of
PNM Resources common stock do not have cumulative voting rights in the election
of directors. The New Mexico Business Corporation Act and PNM Resources's
Articles of Incorporation and Bylaws generally require the affirmative vote of a
majority of the shares represented at the annual
13
meeting and entitled to vote for shareholder action, including the election of
directors. Under the New Mexico Business Corporation Act and PNM Resources's
Articles of Incorporation, some corporate actions, including amending the
Articles and approving a plan of merger, consolidation or share exchange,
require the affirmative vote of a majority of the outstanding shares entitled
to vote.
LIQUIDATION
In the event PNM Resources is liquidated or dissolved, either voluntarily
or involuntarily, the holders of any PNM Resources preferred stock established
by its board of directors would have priority (after any creditors of PNM
Resources) with respect to the distribution of assets. After the holders of any
such preferred stock are paid their aggregate liquidation preference, the
holders of common stock would be entitled, to the exclusion of the holders of
preferred stock, to share ratably (according to the number of shares held by
them) in all remaining assets of PNM Resources available for distribution.
PREEMPTIVE AND OTHER RIGHTS
Holders of PNM Resources's capital stock do not automatically have any
preemptive rights to purchase shares of PNM Resources's common or preferred
stock (or their equivalents). PNM Resources common stock is not subject to
redemption or to any further calls or assessments and is not entitled to the
benefit of any sinking fund provisions. The shares of PNM Resources common stock
to be issued to PNM common shareholders in connection with the share exchange
will be fully paid and non-assessable once the share exchange is completed.
EXPERTS
The financial statements and schedules incorporated by reference in this
prospectus and elsewhere in this registration statement of which this prospectus
is a part have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their reports with respect thereto, and are
incorporated by reference herein in reliance upon the authority of said firm as
experts in accounting and auditing in giving said reports.
LEGAL OPINIONS
Certain legal matters in connection with the common stock offered hereby
have been passed on for PNM Resources by Keleher & McLeod, P.A., Albuquerque,
New Mexico.
SHAREHOLDER INFORMATION
PNM RESOURCES, INC.
Corporate Headquarters: Alvarado Square, MS 1104
Albuquerque, NM 87158-1104
Mailing Address: P.O. Box 1047
Albuquerque, NM 87103-1047
Telephone Numbers: 505-241-2054 in Albuquerque
800-545-4425 nationwide toll-free
Shareholder Account Information
- Stock Transfer Requirements: P.O. Box 1047
Albuquerque, NM 87103-1047
- Plan and Account Information: P.O. Box 1047
Albuquerque, NM 87103-1047
Stock Listing Information
- Ticker Symbol: PNM on the New York Stock Exchange
14
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY PNM RESOURCES, INC. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR
A SOLICITATION OF ANY OFFER TO BUY, ANY OF THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
TABLE OF CONTENTS
Page
----
AVAILABLE INFORMATION..........................................................................1
INCORPORATION OF CERTAIN DOCUMENTS
BY REFERENCE...................................................................................1
PNM RESOURCES, INC.............................................................................2
DESCRIPTION OF THE PLAN........................................................................2
USE OF PROCEEDS...............................................................................13
DESCRIPTION OF CAPITAL STOCK..................................................................13
EXPERTS.......................................................................................14
LEGAL OPINIONS................................................................................14
SHAREHOLDER INFORMATION PNM RESOURCES, INC....................................................14
[LOGO]
PNM RESOURCES, INC.
COMMON STOCK
(NO PAR VALUE)
PNM RESOURCES, INC. PNM DIRECT PLAN
-------------------
PROSPECTUS
-------------------
, 2001
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Securities and Exchange Commission registration fee*.............. $13,534.48
Printing, engraving and postage expenses.......................... 30,000.00
Legal fees........................................................ 33,000.00
Accounting fees................................................... 10,000.00
Miscellaneous..................................................... 10,000.00
----------
Total Expenses........................................... $96,534.48
==========
----------------
* Actual, others estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 6 of Article II of PNM Resources, Inc.'s 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.
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.
II-1
ITEM 16. EXHIBITS.
Exhibit No Description
---------- -----------
4.1.1 Articles of Incorporation of PNM Resources, Inc. (incorporated by
reference to Exhibit B of the Registration Statement on Form S-4,
as amended, of PNM Resources, Inc., formerly known as Manzano
Corporation, File No. 333-32170, filed on April 18, 2000).
4.1.2 Articles of Amendment to the Articles of Incorporation of PNM
Resources, Inc., dated April 10, 2001.
4.1.3 Articles of Amendment to the Articles of Incorporation of PNM
Resources, Inc., dated July 12, 2001.
4.2 Bylaws of PNM Resources, Inc. as amended through April 17, 2001.
4.3 Form of PNM Resources, Inc. PNM Direct Plan.
5* Opinion of Keleher & McLeod, P.A.
23.1* Consent of Keleher & McLeod, P.A. (included in Exhibit 5).
23.2 Consent of Arthur Andersen LLP.
24 Power of attorney (See signatures page in Part II).
---------------
*To be filed.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or 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, the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the effective
registration statement; (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.
(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) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to
II-2
the securities offered therein and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 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 October 4, 2001.
PNM RESOURCES, INC.
By: /s/ M. H. MAERKI
--------------------------------------
M. H. Maerki
Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated. Each person whose signature appears
below hereby authorizes J. E. Sterba, M. H. Maerki and J. R. Loyack, and each
of them, as attorneys-in fact, to sign in his or her name and behalf,
individually and in any and all capacities, and to file any amendments,
including post-effective amendments, to this registration statement.
Signature Capacity Date
--------- -------- ----
Chairman, President and Chief
/s/ J. E. STERBA Executive Officer October 4, 2001
-------------------------------- (Principal Executive Officer)
J. E. Sterba
Senior Vice President and Chief
/s/ M. H. MAERKI Financial Officer October 4, 2001
-------------------------------- (Principal Financial Officer)
M. H. Maerki
Vice President, Corporate Controller
/s/ J. R. LOYACK and Chief Accounting Officer October 4, 2001
-------------------------------- (Principal Accounting Officer)
J. R. Loyack
-------------------------------- Director
R. G. Armstrong
/s/ J.A. GODWIN Director October 4, 2001
--------------------------------
J. A. Godwin
October 4, 2001
/s/ B.F. MONTOYA Director
--------------------------------
B. F. Montoya
Director
--------------------------------
T. F. Patlovich
/s/ R.M. PRICE Director October 4, 2001
--------------------------------
R. M. Price
-------------------------------- Director
P. F. Roth
II-4
INDEX TO EXHIBITS
Exhibit No. Exhibit
----------- -------
4.1.1 Articles of Incorporation of PNM Resources, Inc. (incorporated by
reference to Exhibit B of the Registration Statement on Form S-4,
as amended, of PNM Resources, Inc., formerly known as Manzano
Corporation, File No. 333-32170, filed on April 18, 2000).
4.1.2 Articles of Amendment to the Articles of Incorporation of PNM
Resources, Inc., dated April 10, 2001.
4.1.3 Articles of Amendment to the Articles of Incorporation of PNM
Resources, Inc., dated July 12, 2001.
4.2 Bylaws of PNM Resources, Inc. as amended through April 17, 2001.
4.3 Form of PNM Resources, Inc. PNM Direct Plan.
5* Opinion of Keleher & McLeod, P.A.
23.1* Consent of Keleher & McLeod, P.A. (included in Exhibit 5).
23.2 Consent of Arthur Andersen LLP.
24 Power of attorney (See signatures page in Part II).
---------------
*To be filed.