Form 8-K
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UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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FORM
8-K
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CURRENT
REPORT
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PURSUANT
TO SECTION 13 OR 15(d) OF THE
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SECURITIES
EXCHANGE ACT OF 1934
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Date
of Report (Date of earliest event
reported)
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April
12, 2007
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(April
12, 2007)
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Commission
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Name
of Registrant, State of Incorporation,
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I.R.S.
Employer
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File
Number
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Address
and Telephone Number
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Identification
No.
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001-32462
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PNM
Resources, Inc.
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85-0468296
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(A
New Mexico Corporation)
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Alvarado
Square
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Albuquerque,
New Mexico 87158
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(505)
241-2700
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______________________________
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(Former
name, former address and former fiscal year, if changed since last
report)
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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:
[]
Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[]
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)
[]
Pre-commencement
communications pursuant to Rule 13e-4 (c) under the Exchange Act (17
CFR 240.13e-4(c)
Item
8.01 Other
Events.
PNM
Resources, Inc. (“PNM Resources” or the “Company”) has previously disclosed that
in January 2007 PNM Resources and ECJV Holdings LLC (“ECJV”), a wholly owned
subsidiary of Cascade Investment, L.L.C. (“Cascade”), created a new unregulated
energy company, temporarily named EnergyCo, LLC (“EnergyCo”), which will serve
expanding U.S. markets throughout the Southwest, Texas and the West. PNM
Resources and ECJV each have a 50% ownership interest in EnergyCo, a limited
liability company. PNM Resources intends to capitalize on the growth
opportunities in these markets through its participation and ownership of
EnergyCo. In particular, it is anticipated that ECJV will commit capital for
the
acquisition of assets and that Cascade will make significant credit guarantees
to increase EnergyCo’s scale in its three anticipated business lines:
competitive retail electricity sales; development, operation and ownership
of
diverse generation assets; and wholesale marketing and trading to optimize
its
assets. In addition to purchasing energy-related assets, EnergyCo could grow
by
PNM Resources contributing existing unregulated assets and ECJV, in turn,
matching those contributions with cash.
With
regard to the potential contribution of existing unregulated assets, PNM
Resources reported in its definitive proxy statement filed with the Securities
and Exchange Commission on April 12, 2007, that PNM Resources, ECJV and EnergyCo
have signed a non-binding letter of intent which provides for PNM Resources
to
contribute to EnergyCo its ownership of the subsidiaries that hold the Twin
Oaks
Power Plant at fair market value of approximately $554 million (the “Twin Oaks
Contribution Amount”), for ECJV to make a related cash contribution to EnergyCo
equal to 50% of the Twin Oaks Contribution Amount and for EnergyCo to make
a
related cash distribution to PNM Resources equal to 50% of the Twin Oaks
Contribution Amount.
Safe
Harbor Statement under the Private Securities Litigation Reform Act of
1995
Statements
made in this report 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 these forward-looking statements, the Company cautions you not
to
place undue reliance on these statements. The Company’s business, financial
condition, cash flow and operating results are influenced by many factors,
which
are often beyond its control, that can cause actual results to differ from
those
expressed or implied by the forward looking statements. These factors include
the risk that the new limited liability company in which the
Company has a 50% interest, and which temporarily is named “EnergyCo”, is
unable to identify and implement profitable acquisitions, the potential
unavailability of cash from the Company’s subsidiaries due to regulatory,
statutory and contractual restrictions, the outcome of any appeals of the Public
Utility Commission of Texas order in the stranded cost true-up 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, fluctuations in interest rates,
conditions in the financial markets affecting the Company's permanent financing
for the Twin Oaks power plant acquisition, weather, water supply, changes in
fuel costs, availability of fuel supplies, the effectiveness of risk management
and commodity risk transactions, seasonality and other changes in supply and
demand in the market for electric power, variability of wholesale power prices
and natural gas prices, volatility and liquidity in the wholesale power markets
and the natural gas markets, changes in the competitive environment in the
electric and natural gas industries, the performance of generating units,
including the Palo Verde Nuclear Generating Station, and transmission systems,
the market for electrical generating equipment, the ability to secure long-term
power sales, the risks associated with completion of the construction of
generation, including pollution control equipment at the San Juan Generating
Station and the expansion of the Afton Generating Station, transmission,
distribution and other projects, including construction delays and unanticipated
cost overruns, state and federal regulatory and legislative decisions and
actions, the risk that the Company and its subsidiaries may have to commit
to
substantial capital investments and additional operating costs to comply with
new environmental control requirements including possible future requirements
to
address concerns about global climate change, 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.
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PNM
RESOURCES, INC.
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(Registrant)
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Date:
April 12, 2007
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/s/
Thomas G. Sategna
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Thomas
G. Sategna
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Vice
President and Corporate Controller
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(Officer
duly authorized to sign this
report)
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