UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITES EXCHANGE ACT OF 1934
Date of Report (Date of earliest events reported) January 9, 2002
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(January 8, 2002)
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PUBLIC SERVICE COMPANY OF NEW MEXICO
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(Exact name of registrant as specified in its charter)
New Mexico Commission 85-0019030
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(State or Other Jurisdiction File Number 1-6986 (I.R.S. Employer
of Incorporation) Identification) Number)
Alvarado Square, Albuquerque, New Mexico 87158
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(Address of principal executive offices) (Zip Code)
(505) 241-2700
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(Registrant's telephone number, including area code)
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(Former name, former address and former fiscal year,
if changed since last report)
Item 5. Other Events
The following is a press release issued by the Company on January 8, 2002 and is
being filed herein under Item 5. Other Events.
PNM Terminates Western Resources Agreement
ALBUQUERQUE, N.M., January 8, 2002 - The proposed transaction between PNM
Resources (NYSE:PNM) and Western Resources Inc. (NYSE:WR) has been terminated by
the PNM Resources Board of Directors, the company announced today. The
agreement, entered into in November 2000, called for PNM to acquire Western's
electric utility operations in Kansas in a stock transaction initially valued at
more than $4 billion.
The agreement provided for termination of the deal if the parties had not made
satisfactory progress toward completing the transaction by December 31, 2001.
PNM filed suit against Western Resources in October, alleging that the Kansas
company breached the agreement by misrepresenting the regulatory approvals
needed and regulatory rulings in Kansas make it impossible to complete the
transaction. Western filed its own lawsuit in November. Both lawsuits are now
pending in New York state court.
"It is clear that this transaction cannot be completed as originally designed,"
said PNM Senior Vice President Patrick Ortiz, the company's chief legal counsel
and corporate secretary. "Regulatory rulings in Kansas, including one declaring
a necessary condition of the transaction to be unlawful, and actions and
failures by Western which are inconsistent with the terms of the Agreement made
it necessary for PNM to take this action."
"We regret that we were unable to complete this acquisition," said PNM Chairman,
President and Chief Executive Officer Jeff Sterba. "The combination of PNM and
Western's electric utility operations would have benefited shareholders of both
companies as well as the people of New Mexico and Kansas."
PNM Resources is an energy holding company based in Albuquerque, New Mexico. Its
principal subsidiary is Public Service Company of New Mexico, which provides
electric power and natural gas utility services to more than 1.3 million people
in New Mexico. The company also sells power on the wholesale market in the
Western U.S. PNM Resources stock is traded primarily on the NYSE under the
symbol PNM.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
99.1 Letter to Western Resources, Inc. regarding PNM Resources'
termination of the Agreement and Plan of Restructuring and
Merger Among Western Resources, Inc. ("WRI"), Public Service
Company of New Mexico ("PNM"), HVOLT Enterprises, Inc.,
HVK, Inc. and HVNM, Inc. ("Agreement")
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PUBLIC SERVICE COMPANY OF NEW MEXICO
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(Registrant)
Date: January 9, 2002 /s/ John R. Loyack
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John R. Loyack
Vice President, Corporate Controller
and Chief Accounting Officer
(Officer duly authorized to sign this report)
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