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) July 28, 2004
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(July 24, 2004)
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Commission Name of Registrant, State of Incorporation, I.R.S. Employer
File Number Address and Telephone Number Identification No.
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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)
ITEM 5. OTHER EVENTS
On July 25, 2004, PNM Resources and TNP Enterprises, Inc. ("TNP Enterprises")
announced a definitive agreement ("Stock Purchase Agreement") under which PNM
Resources will acquire all the outstanding common shares of TNP Enterprises for
approximately $189 million comprised of equal amounts of PNM Resources common
stock and cash. PNM Resources will also assume approximately $835 million of TNP
Enterprises' net debt and senior redeemable cumulative preferred stock. The
transaction was described in a Current Report on Form 8-K filed by PNM Resources
on July 26, 2004 with the Securities and Exchange Commission. The Stock Purchase
Agreement dated as of July 24, 2004, is filed herewith.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits. The following exhibits are filed herewith:
2.0 Stock Purchase Agreement, dated as of July
24, 2004 by and between PNM Resources, Inc.
and SW Acquisition, L.P.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
Statements made in this filing and documents PNM Resources and PNM file with the
SEC that relate to future events or our expectations, projections, estimates,
intentions, goals, targets and strategies, both with respect to PNM Resources
and with respect to the proposed acquisition of TNP Enterprises, 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 we assume no obligation to update this
information. Because actual results may differ materially from those expressed
or implied by the forward-looking statements, PNM Resources cautions you not to
place undue reliance on these statements. Many factors could cause actual
results to differ, and will affect our future financial condition, cash flow and
operating results. These factors include risks and uncertainties relating to
the receipt of regulatory approvals of the proposed transaction, the risks that
the businesses will not be integrated successfully, the risk that the benefits
of the transaction will not be fully realized or will take longer to realize
than expected, disruption from the transaction making it more difficult to
maintain relationships with customers, employees, suppliers or other third
parties, conditions in the financial markets relevant to the proposed
transaction, interest rates, weather, fuel costs, 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, state and federal
regulatory and legislative decisions and actions, the outcome of legal
proceedings and the performance of state, regional and national economies. For a
detailed discussion of the important factors that affect PNM Resources and that
could cause actual results to differ from those expressed or implied by our
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.
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SIGNATURES
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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: July 28, 2004 /s/ Thomas G. Sategna
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Thomas G. Sategna
Vice President and Corporate Controller
(Officer duly authorized to sign this report)
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