Form 8-K
|
UNITED
STATES
|
|
SECURITIES
AND EXCHANGE COMMISSION
|
|
Washington,
D.C. 20549
|
| |
| |
|
FORM
8-K
|
|
CURRENT
REPORT
|
| |
| |
|
PURSUANT
TO SECTION 13 OR 15(d) OF THE
|
|
SECURITIES
EXCHANGE ACT OF 1934
|
| |
| |
| |
|
Date
of Report (Date of earliest events
reported)
|
January 20, 2006
|
|
| |
(January 14, 2006)
|
|
|
Commission
|
|
Name
of Registrant, State of Incorporation,
|
|
I.R.S.
Employer
|
|
File
Number
|
|
Address
and Telephone Number
|
|
Identification
No.
|
| |
|
|
|
|
|
333-32170
|
|
PNM
Resources, Inc.
|
|
85-0468296
|
| |
|
(A
New Mexico Corporation)
|
|
|
| |
|
Alvarado
Square
|
|
|
| |
|
Albuquerque,
New Mexico 87158
|
|
|
| |
|
(505)
241-2700
|
|
|
| |
|
|
|
|
| |
|
______________________________
|
| |
|
(Former
name, former address and former fiscal year, if changed since last
report)
|
| |
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)
o Pre-commencement
communications pursuant to Rule 13e-4 (c) under the Exchange Act (17
CFR 240.13e-4(c)
Item
1.01 Entry
into a Material Definitive Agreement.
On
January 14, 2006, Altura Power L.P. (“Altura” or “Purchaser”), a newly formed
indirect wholly-owned subsidiary of PNM Resources, Inc. (“PNMR”), entered into
an agreement (the “Purchase and Sale Agreement”) with Twin Oaks Power, LP and
Twin Oaks Power III, LP (subsidiaries of Sempra Energy) (“Sellers”) to purchase
the Twin Oaks Power facility described below (“Twin Oaks”) in an acquisition of
assets for $480 million in cash. PNMR and Sempra Energy are also parties to
the
Purchase and Sale Agreement and have agreed to provide parental guarantees
for
certain obligations of their respective subsidiaries relating to the
acquisition. There are no material relationships between the PNMR and Sempra
Energy parties other than the Purchase and Sale Agreement.
The
Twin
Oaks facility is a 305-megawatt coal-fired power plant located 150 miles south
of Dallas, Texas. Under the Purchase and Sale Agreement, substantially all
of
the assets and contractual commitments relating to Twin Oaks are to be
transferred by the Sellers to the Purchaser upon closing, including fuel supply
and power purchase and sale agreements.
The
Purchase and Sale Agreement also includes the development rights for a possible
600-megawatt expansion of the plant. The Sempra Energy entities are pursuing
necessary permits for the plant expansion, which permits are expected in 2007.
An additional $2.5 million payment will be made to Sempra upon the issuance
of
an air permit for the expansion and an additional $2.5 million will be paid
upon
Altura beginning construction of the expansion.
The
Purchase and Sale Agreement contains a number of customary representations
and
warranties as well as closing conditions. The transaction is expected to close
no earlier than April 17, 2006, subject to third-party consents and anti-trust
clearance under the Hart-Scott-Rodino Act. Either party may terminate the
Purchase and Sale Agreement under certain conditions after June 16, 2006, if
the
transaction has not closed by that date.
PNMR
has
arranged for bridge financing to close the transaction. It is expected that
the
permanent financing will come from the issuance of debt and equity, structured
to maintain PNMR’s investment grade rating.
A
copy of
the Purchase and Sale Agreement will be filed with the Company’s future SEC
filings as required under SEC regulations.
Item
8.01 Other
Events.
PNMR
issued a press release announcing the purchase of Twin Oaks. The press release
is furnished herewith as Exhibit 99.1 and incorporated by reference herein.
Item
9.01 Financial
Statements and Exhibits.
(c)
Exhibits:
Exhibit
Number Description
| 99.1 |
Press
Release dated January 18, 2006.
|
Safe
Harbor Statement under the Private Securities Litigation Reform Act of
1995
Statements
made in this report and other documents the Company files with the SEC that
relate to future events or the Company's expectations, projections, estimates,
intentions, goals, targets and strategies are made pursuant to the Private
Securities Litigation Reform Act of 1995. You are cautioned that all
forward-looking statements are based upon current expectations and estimates
and
the Company assumes no obligation to update this information. Because actual
results may differ materially from those expressed or implied by the
forward-looking statements, the Company cautions you not to place undue reliance
on these statements. Many factors could cause actual results to differ, and
will
affect the Company's future financial condition, cash flow and operating
results. These factors include the availability of cash from TNP Enterprises,
Inc. and its subsidiaries, the risks that the businesses will not be integrated
successfully, the risk that the benefits of the acquisition will not be fully
realized or will take longer to realize than expected, disruption from the
acquisition making it more difficult to maintain relationships with customers,
employees, suppliers or other third parties, the outcome of any appeals of
the
Public Utility Commission of Texas order in the stranded cost true-up proceeding
or the acquisition proceeding, the ability of First Choice Power to attract
and
retain customers, changes in Electric Reliability Council of Texas protocols,
changes in the cost of power acquired by First Choice Power, collections
experience, insurance coverage available for claims made in litigation, interest
rates, weather (including impacts on the Company of the hurricanes in the Gulf
Coast region), water supply, fuel costs, availability of fuel supplies, risk
management and commodity risk transactions, seasonality and other changes in
supply and demand in the market for electric power, wholesale power prices,
market liquidity, the competitive environment in the electric and natural gas
industries, the performance of generating units and transmission system, the
market for electrical generating equipment, the ability of the Company to secure
long-term power sales, the risks associated with completion of the construction
of Luna Energy Facility, including construction delays and unanticipated cost
overruns, state and federal regulatory and legislative decisions and actions,
the outcome of legal proceedings, changes in applicable accounting principles
and the performance of state, regional and national economies. For a detailed
discussion of the important factors that affect the Company and that could
cause
actual results to differ from those expressed or implied by the Company's
forward-looking statements, please see "Management's Discussion and Analysis
of
Financial Condition and Results of Operations" in the Company's current and
future Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q and the
Company's current and future Current Reports on Form 8-K, filed with the SEC.
SIGNATURE
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.
| |
PNM
RESOURCES, INC.
|
| |
(Registrant)
|
| |
|
| |
|
|
Date:
January 20, 2006
|
/s/
Thomas G. Sategna
|
| |
Thomas
G. Sategna
|
| |
Vice
President and Corporate Controller
|
| |
(Officer
duly authorized to sign this
report)
|
5