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) October 16, 2001
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(October 12, 2001)
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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 October 12, 2001
and is being filed under Item 5. Other Events. In addition, the Company is
filing as an exhibit to this Form 8-K the related complaint PUBLIC SERVICE
COMPANY OF NEW MEXICO, HVOLT ENTERPRISES, INC., HVK, INC., and HVNM, INC.
Plaintiffs, vs. WESTERN RESOURCES, INC., Defendant.
PNM Asks Court to Rule on Western Resources Agreement
ALBUQUERQUE, N.M. October 12, 2001 - PNM, Public Service Company of New Mexico
(NYSE:PNM), today asked a New York court to resolve PNM's disagreement with
Western Resources (NYSE:WR) regarding PNM's pending acquisition of Western's
electric utilities.
In its complaint, PNM asks the court to find that it is impossible to complete
the proposed transaction under the original terms. PNM also asks the court to
rule that an electric rate reduction mandated for Western by the Kansas
Corporation Commission (KCC) is sufficient cause for PNM to terminate its
agreement with Western.
Last November, PNM agreed to purchase Western's electric utility operations in a
stock for stock transaction valued in excess of $4 billion. That agreement
requires Western to separate its electric utilities from its other businesses
and split off those other businesses to Western's shareholders. As part of the
transaction, Western claimed that regulatory approval was not required for the
split-off. But in an order issued in July and since reaffirmed, the KCC has
ruled that Western's plan to restructure its operations, including the
split-off, is contrary to the public interest, unlawful and prohibited with or
without a merger.
"Although we take this step reluctantly, we believe we have no choice," said
Jeff Sterba, PNM chairman, president and CEO. "Western has demanded that we seek
KCC approval of the original transaction, even though it contains a provision
that has now been ruled unlawful by the KCC. We believe it would be futile for
us to make such a filing."
"We believe the current agreement must be restructured, so that it can be
approved by the KCC," Sterba added.
PNM is a combined electric and gas utility serving approximately 1.3 million
people in New Mexico. The company also sells power on the wholesale market in
the Western U.S. PNM stock is traded primarily on the NYSE under the symbol PNM.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
Statements made in this news release that relate to future events are made
pursuant to the Private Securities Litigation Reform Act of 1995. These
forward-looking statements are based upon current expectations and the company
assumes no obligation to update this information. Because actual results may
differ materially from expectations, the company cautions readers not to place
undue reliance on these statements. A number of factors, including rulings
issued by the New Mexico Public Regulation Commission pursuant to the Electric
Utility Industry Restructuring Act of 1999 (as amended), and in other cases now
pending or which may be brought before the commission, and decisions of the
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judiciary regulatory agencies involving or affecting the proposed
transaction to acquire Western Resources' electric utility operations could
cause future events to differ from those forecast in this press release. For a
detailed discussion of the important factors affecting PNM, please see
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in the Company's Form 10-K, as amended, for the year ended December
31, 2000, as amended, Form 10-Q for the quarters ended March 31, 2001 and June
30, 2001, and Form 8-K filings with the Securities and Exchange Commission.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
99.1 Complaint of PUBLIC SERVICE COMPANY OF NEW MEXICO, HVOLT
ENTERPRISES, INC., HVK, INC., and HVNM, INC. Plaintiffs, vs.
WESTERN RESOURCES, INC., Defendant.
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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: October 16, 2001 /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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