SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
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Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): DECEMBER 31, 2001
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PNM RESOURCES, INC.
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(Exact Name of Registrant as Specified in Its Charter)
NEW MEXICO 1-6986 85-0468296
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(State or Other (Commission File No.) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
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
Manzano Corporation
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
(a) At the annual meeting of the shareholders of Public Service Company
of New Mexico ("PNM") held on June 6, 2000, shareholders of PNM approved
management's plan to create a new holding company pursuant to the Agreement and
Plan of Share Exchange (the "Plan of Exchange"), dated as of April 17, 2000, by
and between PNM and PNM Resources, Inc., a New Mexico corporation formerly known
as Manzano Corporation ("PNM Resources"). Effective December 31, 2001, pursuant
to the Plan of Exchange, the outstanding shares of common stock ($5.00 par
value) of PNM were automatically exchanged on a share-for-share basis (the
"Share Exchange") for common stock (without par value) of PNM Resources. This
transaction resulted in PNM becoming a wholly owned subsidiary of PNM Resources.
The shares of PNM Resources common stock issued pursuant to the Share
Exchange were registered under the Securities Act of 1933 pursuant to PNM
Resources's Registration Statement on Form S-4, as amended (No. 333-32170),
filed on March 10, 2000, which became effective on April 20, 2000. Reference is
made to the Proxy Statement/Prospectus of PNM Resources included in the
Registration Statement for additional information about this transaction. A
revised description of PNM Resources common stock is set forth under (b) below.
This description reflects amendments to the Articles of Incorporation of PNM
Resources subsequent to the effectiveness of the Registration Statement, which
amendments were ratified by shareholders at PNM's 2001 Annual Meeting.
Pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), PNM Resources common stock is deemed to be
registered under Section 12(b) of the Exchange Act. PNM Resources common stock
was approved for listing on the New York Stock Exchange and PNM Resources has
assumed PNM's ticker symbol, "PNM", with the consummation of the Share Exchange.
PNM common stock has been delisted with the New York Stock Exchange.
(b) Description of PNM Resources Common Stock.
The authorized capital stock of PNM Resources consists of 10,000,000
shares of preferred stock without par value, issuable in series from time to
time, and 120,000,000 shares of common stock, without par value. The board of
directors of PNM Resources is authorized by PNM Resources's Articles of
Incorporation, at any time or from time to time, to establish and designate one
or more series of preferred stock and to fix the number of shares and the
relative rights, preferences and limitations of each such series. PNM
Resources's Articles of Incorporation limit the board of directors to
designating voting rights only when dividends on the preferred stock are not
paid and when proposed changes to the Articles would adversely affect preferred
shareholders' rights. The affirmative vote of the holders of a majority of the
outstanding capital stock of PNM Resources entitled to vote shall be required in
order to amend, alter, change or repeal any provisions of the Articles of
Incorporation.
PNM Resources common stock is listed on the New York Stock Exchange
under the ticker symbol PNM.
Dividends
After giving effect to any prior rights of the PNM Resources preferred
stock, if any should become outstanding, PNM Resources will pay dividends on its
common stock as determined by its board of directors out of legally available
funds.
Voting Rights
Holders of common stock are entitled to one vote for each share held by
them on all matters submitted to the shareholders of PNM Resources. Holders of
PNM Resources common stock do not have cumulative voting rights in the election
of directors. The New Mexico Business Corporation Act and PNM Resources's
Articles of Incorporation and Bylaws generally require the affirmative vote of a
majority of the shares represented at the annual meeting and entitled to vote
for shareholder action, including the election of directors. Under the New
Mexico Business Corporation Act and PNM Resources's Articles of Incorporation,
some corporate actions, including amending the Articles and approving a plan of
merger, consolidation or share exchange, require the affirmative vote of a
majority of the outstanding shares entitled to vote.
Liquidation
In the event PNM Resources is liquidated or dissolved, either
voluntarily or involuntarily, the holders of any PNM Resources preferred stock
established by its board of directors would have priority (after any creditors
of PNM Resources) with respect to the distribution of assets. After the holders
of any such preferred stock are paid their aggregate liquidation preference, the
holders of common stock would be entitled, to the exclusion of the holders of
preferred stock, to share ratably (according to the number of shares held by
them) in all remaining assets of PNM Resources available for distribution.
Preemptive and Other Rights
Holders of PNM Resources's capital stock do not automatically have any
preemptive rights to purchase shares of PNM Resources's common or preferred
stock (or their equivalents). PNM Resources common stock is not subject to
redemption or to any further calls or assessments and is not entitled to the
benefit of any sinking fund provisions. The shares of PNM Resources common stock
to be issued to PNM common shareholders in connection with the Share Exchange
will be fully paid and non-assessable once the Share Exchange is completed.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) - (b) Not Applicable
(c) Exhibits. The following exhibits are filed as part of this report:
*2.1 Agreement and Plan of Share Exchange, dated as of April 17, 2000, by
and between Public Service Company of New Mexico and PNM Resources,
Inc., formerly known as Manzano Corporation.
*4.1.1 Articles of Incorporation of PNM Resources, Inc.
*4.1.2 Articles of Amendment to the Articles of Incorporation of PNM
Resources, Inc., dated April 10, 2001.
*4.1.3 Articles of Amendment to the Articles of Incorporation of PNM
Resources, Inc., dated July 12, 2001.
*4.2 Bylaws of PNM Resources, Inc. as amended through April 17, 2001.
4.3 Articles of Exchange, as filed with the New Mexico Public Regulation
Commission Corporations Bureau on December 20, 2001.
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* Previously filed and incorporated herein by reference.
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 hereunto duly authorized.
PNM RESOURCES, INC.
(Registrant)
/s/ John R. Loyack
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Name: John R. Loyack
Title: Vice President, Controller and
Chief Accounting Officer
Date: December 31, 2001
EXHIBIT INDEX
Exhibit No. Description
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*2.1 Agreement and Plan of Share Exchange (incorporated by
reference to Exhibit A of the registration statement on Form
S-4, as amended, of PNM Resources, Inc., File No. 333-32170,
filed on April 18, 2000).
*4.1.1 Articles of Incorporation of PNM Resources, Inc. (incorporated
by reference to Exhibit B of the registration statement on
Form S-4, as amended, of PNM Resources, Inc., File No.
333-32170, filed on April 18, 2000).
*4.1.2 Articles of Amendment to the Articles of Incorporation of PNM
Resources, Inc., dated April 10, 2001 (incorporated by
reference to Exhibit 4.1.2 of Post-Effective Amendment No. 1
to the registration statement on Form S-3 of PNM Resources,
Inc., File No. 333-10993, filed on October 4, 2001).
*4.1.3 Articles of Amendment to the Articles of Incorporation of PNM
Resources, Inc., dated July 12, 2001 (incorporated by
reference to Exhibit 4.1.3 of Post-Effective Amendment No. 1
to the registration statement on Form S-3 of PNM Resources,
Inc., File No. 333-10993, filed on October 4, 2001).
*4.2 Bylaws of PNM Resources, Inc. as amended through April 17,
2001 (incorporated by reference to Exhibit 4.2 of the
Post-Effective Amendment No. 1 to the registration statement
on Form S-3 of PNM Resources, Inc., File No. 333-10993, filed
on October 4, 2001).
4.3 Articles of Exchange, as filed with the New Mexico Public
Regulation Commission Corporations Bureau on December 20,
2001.
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* Previously filed and incorporated herein by reference.