Form S-8
As
filed
with the Securities and Exchange Commission on March 14, 2007
Registration
No. 333-_______
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)
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New
Mexico
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85-0468296
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(State
or other jurisdiction
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(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
(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
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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 (2)
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Amount
of registration fee
|
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PNM
Resources, Inc. Executive Savings Plan Obligations(1)
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100%
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n/a
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$3,000,000
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$92.10
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(1)
The
PNM Resources, Inc. Executive Savings Plan, as amended to date (“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. 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 employee benefit plan(s)
described herein. This Registration Statement registers an additional $3,000,000
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 (37,500 following 3 for 2 stock split on June 11, 2004) 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. 333-76316,
filed on January 4, 2002. The previously paid filing fees associated with the
referenced securities under the foregoing PNM Resources, Inc.'s Registration
Statement are $659.04.
(2) Estimated
solely for purposes of calculating the registration fee pursuant to Securities
Act Rule 457.
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, 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:
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1.
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Annual
Report on Form 10-K for the fiscal year ended December 31,
2006.
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2.
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Current
Reports on Form 8-K as filed on January 8, 2007 and February 16,
2007.
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3.
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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.
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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 prior to December 15, 2004;
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| · |
matching
credits to participants’ Plan accounts made by PNM Resources or its
affiliates prior to December 15, 2004;
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| · |
non-elective
credits to participants’ Plan accounts made by PNM Resources or its
affiliates prior to December 15, 2004;
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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 prior to December 15, 2004;
and
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| · |
earnings
on the foregoing amounts based on a notional investment
measurement.
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The
amount of compensation deferred by each participant was determined in accordance
with the Plan based on the elections of the participant, and was credited to
a
separate bookkeeping account in the name of the participant. The participant’s
account reflects 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 are fully vested.
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. 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 . The
distributions will be made or begin within an administratively reasonable period
of time following the quarterly valuation date following a participant's
termination of employment with PNM Resources and all affiliates.
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. 333-76316, filed on January
4,
2002. As of December 15, 2004, no further employee or employer contributions
will be made under the Executive Savings Plan. PNM Resources believes that
the
requirements of Section 409A of the Internal Revenue Code do not apply to the
Plan. Obligations in an additional amount of $3,000,000 are now being registered
under the Plan to cover earnings on amounts contributed to the Plan prior to
December 15, 2004.
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 dated December 29, 2003
(incorporated by reference to Exhibit 10.75 to PNM Resources, Inc.’s
Annual Report on Form 10-K for the year ended December 31,
2003)
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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:
(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);
(i) 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;
(ii) 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
(iii)
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 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.
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/ /s/
Jeffry E. Sterba |
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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.
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/s/
Jeffry E. Sterba
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Chairman,
President and Chief
Executive
Officer; Director
(Principal
Executive Officer)
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March
14, 2007
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Jeffry E. Sterba
|
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/s/
Charles N. Eldred
|
Senior
Vice President and Chief
Financial
Officer
(Principal
Financial Officer)
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March
14, 2007
|
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Charles
N. Eldred
|
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/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
|
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Adelmo
E. Archuleta
|
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/s/
Julie A. Dobson
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Director
|
March
14, 2007
|
|
Julie
A. Dobson
|
|
/s/
Woody L. Hunt
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Director
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March
14, 2007
|
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Woody
L. Hunt
|
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/s/
Charles E. McMahen
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Director
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March
14, 2007
|
|
Charles
E. McMahen
|
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/s/
Manuel T. Pacheco
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Director
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March
14, 2007
|
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Manuel
T. Pacheco
|
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/s/
Robert M. Price
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Director
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March
14, 2007
|
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Robert
M. Price
|
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/s/
Bonnie S. Reitz
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Director
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March
14, 2007
|
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Bonnie
S. Reitz
|
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/s/
Joan B. Woodard
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Director
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March
14, 2007
|
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Joan
B. Woodard
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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.
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PNM
RESOURCES, INC.
EXECUTIVE SAVINGS PLAN
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By: |
/s/
Alice
A.
Cobb |
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Alice
A. Cobb
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Senior
Vice President and Chief Administrative Officer,
People
Services and Development of PNM Resources,
Inc.
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Exhibit
Index
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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 dated December 29, 2003
(incorporated by reference to Exhibit 10.75 to PNM Resources, Inc.’s
Annual Report on Form 10-K for the year ended December 31,
2003)
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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.
10