s3asr_081009pnmr.htm
As
filed with the Securities and Exchange Commission on August 10,
2009.
SECURITIES
AND EXCHANGE COMMISSION
THE
SECURITIES ACT OF 1933
(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 of
incorporation or
organization)
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(I.R.S.
Employer
Identification
Number)
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Albuquerque,
New Mexico 87158
(Address, including zip code, and
telephone number, including area code, of registrant’s principal executive
offices)
Senior
Vice President, General Counsel and Secretary
Albuquerque,
New Mexico 87102
Telephone:
(505) 241-2896
(Name, address, including zip code, and
telephone number, including area code, of agent for
service)
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Charles L. Moore,
Esq.
Associate General
Counsel
PNM Resources,
Inc.
Alvarado
Square
Albuquerque, New Mexico
87158
Tel.
505-241-4935
Fax.
505-241-2393
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Jill M. Webb,
Esq.
Troutman Sanders
LLP
1001 Haxall
Point
Richmond, Virginia
23219
Tel.
804-697-1441
Fax.
804-698-5198
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Approximate date of commencement of
proposed sale to the public: From time to time after the effective date
of this registration statement.
If the
only securities being registered on this Form are being offered pursuant to
dividend or interest reinvestment plans, please check the following
box. o
If any of
the securities being registered on this Form are being offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933,
other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. x
If this
Form is filed to register additional securities for an offering pursuant to
Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. o
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. o
If this
Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box. x
If this
Form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act,
check the following box. o
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
Unit
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Proposed
Maximum
Aggregate
Offering
Price
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Amount
of
Registration
Fee
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Common Stock, no par
value
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3,308,998
shares (1)
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$12.29 (2)
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$40,667,585.42 (2)
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$1,208.10 (3)
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(1)
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On
November 21, 2008, pursuant to Rule 424(b)(5), the Registrant filed a
Prospectus Supplement to Registration Statement on Form S-3ASR File No.
333-136713, whereby the Registrant registered 3,417,003 shares of its
Common Stock, no par value, for offering via its PNM Resources, Inc.
Direct Plan (a stock purchase and dividend reinvestment
plan). Those 3,417,003 shares had been previously registered
pursuant to Registration Statement on Form S-3 File No. 333-100186 filed
by the registrant on September 30, 2002 and were not sold thereunder, but
Form S-3 File No. 333-100186 expired on November 30,
2008. Registration Statement on Form S-3ASR File No. 333-136713
will expire on August 17, 2009, necessitating the filing of this
Registration Statement. Upon the filing of the Prospectus
Supplement on November 21, 2008, the Registrant paid a registration
statement fee of $1,095.79 for the registration of the 3,417,003 shares,
which fee was based on a proposed maximum offering price per share of
$8.16, which was the average of the high and low sale prices of the
Registrant’s common stock as reported on the New York Stock Exchange on
November 20, 2008.
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(2)
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Estimated
solely for purposes of calculating the registration fee pursuant to Rule
457(c) of the Securities Act of 1933, based on the average of the high and
low sale prices of the registrant’s common stock as reported on the New
York Stock Exchange on August 6, 2009.
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(3)
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In
accordance with Rule 457(p) of the General Rules and Regulations
promulgated under the Securities Act of 1933, as amended, the filing fee
due for this Registration Statement ($2,269.25) has been reduced by
offsetting $1,061.15 in fees associated with 3,308,998 shares
of common stock, as unsold securities, registered under Registration
Statement No. 333-136713 filed by the Registrant on August 18, 2006, such
fee having been paid at the time the Prospectus Supplement was filed
pursuant to 424(b)(5) on November 21,
2008.
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PROSPECTUS
PNM
RESOURCES, INC.
DIRECT
PLAN
(a
stock purchase and dividend reinvestment plan)
3,308,998
SHARES
COMMON
STOCK
(no
par value)
PNM
Resources, Inc., a New Mexico corporation, is an investor-owned holding company
of energy and energy-related businesses. With this Prospectus, we are
offering you the opportunity to participate in our PNM Resources, Inc. Direct
Plan (the “Plan” or “PNM Resources Direct”). The Plan provides
investors with a convenient and economical way to purchase shares of our common
stock, and to reinvest cash dividends in additional shares of our common
stock.
We may
use newly issued shares, treasury shares, market shares, or a combination
thereof as the source of our common shares purchased by participants under the
Plan. The investment price of our common stock purchased on the open
market will be the weighted average price, including the applicable trading fee
(currently $0.06 per share), for the relevant investment date. The
price of our common stock purchased directly from us will be the average of the
high and low sales prices of shares of our common stock reported on the New York
Stock Exchange (“NYSE”) on the dividend payment date or investment date, as the
case may be. The common stock of PNM Resources is traded on the NYSE
under the ticker symbol PNM. The closing price of our common stock on August 6,
2009 was $12.28.
Unlike an
individual stock brokerage account, the timing of purchases and sales is subject
to the provisions of the Plan. You should carefully read this
prospectus to find out more about the Plan. If you wish to continue
your participation in the Plan, you do not need to do anything at this
time. If you are currently a participant, and after reviewing this
prospectus, you do not wish to continue participation in the Plan, you should
contact the Plan Administrator. You may terminate your participation
in the Plan at any time.
Investing
in our shares of common stock involves risks. See “RISK
FACTORS” on page 1 and “SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS” on
page 3 of this prospectus.
The Plan
does not represent a change in the dividend policy of PNM Resources. The payment
of dividends is at the discretion of our board of directors and will depend on
future earnings, our financial condition and other factors. Our board
may change the amount and timing of dividends at any time and without
notice.
Our
principal executive offices are located at Alvarado Square, Albuquerque, NM
87158. The telephone number is (505) 241-2700.
Neither
the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus is
truthful or complete. Any representation to the contrary
is a criminal offense.
The date
of this prospectus is August 10, 2009.
TABLE
OF CONTENTS
Prospectus
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Page
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Table of
Contents
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i
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Plan
Highlights
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ii
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About This
Prospectus
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iii
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PNM Resources,
Inc
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1
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Risk
Factors
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1
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Where You Can Find
More Information
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1
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Special Note
Regarding Forward-Looking Statements
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3
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Summary of the
Plan
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5
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Terms and Conditions
of the Plan
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8
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| Other
Provisions |
14
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| Use of
Proceeds |
18
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| Description of
Common Stock |
18
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Plan of
Distribution
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21
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| Plan
Administrator |
22
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| Legal
Matters |
22
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| Experts |
22
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| Appendix A |
A-1
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PNM
RESOURCES, INC
DIRECT
PLAN
(a
stock purchase and dividend reinvestment plan)
PLAN
HIGHLIGHTS
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·
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You
can open your PNM Resources Direct account with an initial investment of
just $50.00.
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Other
than a trading fee (currently $0.06 per share), you will not incur any
transaction costs or brokerage charges to purchase shares through PNM
Resources Direct.
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·
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You
pay no trading fee
or any other service charge for reinvesting your cash dividends in
additional shares of our common
stock.
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Interested
new investors and participants may enroll or make changes to their
individual plan options on-line through Investor ServiceDirect® at www.bnymellon.com/shareowner/isd.
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You
may purchase additional shares of our stock through cash payments made by
check, on-line through Investor ServiceDirect® or by automatic monthly
withdrawals from a checking or savings
account.
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·
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Investments
of cash and cash dividends in our common stock will normally be made
within 5 business days of receipt.
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·
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Under
certain circumstances, PNM Resources may waive the maximum investment
limit of $100,000.00 per year in order to raise additional capital through
the sale of newly issued shares under the
Plan.
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·
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The
Plan Administrator is The Bank of New York
Mellon.
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You
do not have control or authority to direct the price or time at which common
stock is purchased or sold for Plan accounts. Therefore, you bear
market risk associated with fluctuations in the price of common stock as the
price of common stock may go up or down before a purchase or sale is made for
your account.
This
prospectus describes the specific terms of PNM Resources Direct. You should read
this entire prospectus and the documents incorporated by reference that are
described under “Where You Can Find More Information” herein.
You
should rely only on the information contained or incorporated by reference in
this prospectus and any free writing prospectus prepared by or on behalf of us,
or information to which we have referred you. We have not authorized any other
person to provide you with different information. If anyone provides you with
different or inconsistent information, you should not rely on it. We are not
making an offer to sell these securities in any jurisdiction where the offer or
sale is not permitted. You
should assume that the information appearing in this prospectus and the
documents incorporated by reference is accurate only as of the
respective dates of those documents in which the information is contained. Our
business, financial condition, results of operations and prospects may have
changed since those dates.
Unless
otherwise indicated or unless the context otherwise requires, all references in
this prospectus to “PNMR,” “PNM Resources,” “we,” “our” and “us” refer to PNM
Resources, Inc. Unless otherwise indicated, financial information included or
incorporated by reference herein is for PNM Resources, Inc. and its subsidiaries
on a consolidated basis.
PNM
Resources is an investor-owned holding company of energy and energy-related
businesses. Our primary subsidiaries are Public Service Company of
New Mexico (“PNM”), Texas-New Mexico Power Company, (“TNMP”), and First Choice
Power, L.P., (“First Choice”). In addition, we have a 50 percent ownership
interest in Optim Energy, LLC, (“Optim Energy”), an energy company not subject
to traditional utility rate regulation.
PNM is an
integrated electric public utility with regulated operations primarily engaged
in the generation, transmission, distribution and sale of electricity and
unregulated operations primarily focused on the sale and marketing of
electricity into the wholesale market in the western United
States. TNMP is a regulated electric utility providing transmission
and distribution services in Texas. First Choice is a competitive
retail electric provider operating in Texas.
Optim
Energy was formed in January 2007 by PNMR and ECJV Holdings, LLC (“ECJV”),
a wholly-owned subsidiary of Cascade Investment, L.L.C., one of PNMR’s largest
shareholders, to focus on unregulated electric operations, principally in the
areas of Texas covered by the Electric Reliability Council of Texas, including
the development, operation and ownership of diverse generation assets and
wholesale marketing.
Our
executive office is located at Alvarado Square, Albuquerque, New Mexico 87158,
and our telephone number is (505) 241-2700.
RISK
FACTORS
Before
you invest in our common stock, you should carefully consider the risks set
forth in Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarter
ended June 30, 2009, and Part I, Item 1A of our Annual Report on Form 10-K for
the year ended December 31, 2008, both of which are incorporated by
reference in this prospectus. See also “Where You Can Find More Information”
about future filings which we will make with the Securities and Exchange
Commission (“SEC”), some of which may contain additional risk factors, and are
incorporated by reference into this prospectus and “Special Note Regarding
Forward-Looking Statements” on page 3 below. If any of the risks actually
occurs, our business, financial condition, results of operations and cash flows
could be harmed. In that case, the trading price of our common stock
could decline and you could lose all or part of your investment.
Please
note that you do not have control or authority to direct the price or time at
which common stock is purchased or sold for Plan accounts. Therefore,
you bear market risk associated with fluctuations in the price of common stock
as the price of common stock may go up or down before a purchase or sale is made
for your account.
WHERE
YOU CAN FIND MORE INFORMATION
PNMR
files annual, quarterly and current reports and other information with the SEC.
You may read and copy these documents at the SEC’s Public Reference Room at 100
F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information about the Public Reference Room. The SEC
also maintains an Internet website that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the SEC. The address of the site is www.sec.gov.
PNMR’s
Internet address is www.pnmresources.com.
The contents of the website are not a part of the registration statement of
which this prospectus is a part. PNMR’s filings with the SEC, including annual
reports
on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K
and amendments to those reports, filed or furnished pursuant to
Section 13(a) or 15(d) of the Exchange Act, are accessible free of charge
at www.pnmresources.com
as soon as reasonably practicable after PNMR electronically files such material
with, or furnishes it to, the SEC. These reports are also available upon request
in print from us free of charge.
PNMR is
“incorporating by reference” in this prospectus information PNMR files with the
SEC, which means that PNMR is disclosing important information to you by
referring you to those documents. Our combined filings with the SEC present
separate filings by PNMR, PNM and TNMP. Information contained therein relating
to an individual registrant is filed by that registrant on its own behalf and
each registrant makes no representation as to information relating to other
registrants. The information PNMR incorporates by reference is considered to be
part of this prospectus, unless PNMR updates or supersedes that information by
the information contained in this prospectus or the information PNMR files
subsequently with the SEC that is incorporated by reference in this prospectus.
PNMR is incorporating by reference the following documents that it has filed
with the SEC (except those portions of filings that relate to PNM or TNMP as
separate registrants), other than any information in these documents that is
deemed not to be “filed” with the SEC:
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·
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PNMR’s
Annual Report on Form 10-K for the fiscal year ended
December 31, 2008 as filed on March 2,
2009;
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·
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PNMR’s
Proxy Statement on Schedule 14A as filed on
April 8, 2009;
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·
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PNMR’s
Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2009 and June 30, 2009 as filed on May 6, 2009 and
August 5, 2009, respectively;
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·
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PNMR’s
Current Reports on Form 8-K, as filed on February 4, 2009,
February 20, 2009, March 13, 2009, March 27, 2009, April 10, 2009, May 6,
2009, May 19, 2009, May 26, 2009, and July 30, 2009;
and
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·
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the
description of our common stock contained in our Current Report on Form
8-K filed on December 31, 2001 and any amendment or report filed for the
purpose of updating such description, including our Current Reports on
Form 8-K as filed on August 17, 2006 and November 21,
2008.
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PNMR
also incorporates by reference into this prospectus any filings PNMR makes with
the SEC (excluding information furnished under Items 2.02 or 7.01 of Current
Reports on Form 8-K) under Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act, after the initial filing of the registration statement that
contains this prospectus.
You may
obtain without charge a copy of any of the documents PNMR incorporates by
reference, except for exhibits to such documents which are not specifically
incorporated by reference into such documents, by contacting us at PNM
Resources, Inc., Alvarado Square, Albuquerque, New Mexico, 87158, Attention:
Investor Relations. You may also telephone your request at (505) 241-2868.
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Because
actual results may differ materially from those expressed or implied by these
forward-looking statements, we caution readers not to place undue reliance on
these statements. Our business, financial condition, cash flow and operating
results are influenced by many factors, which are often beyond our control, that
can cause actual results to differ from those expressed or implied by the
forward-looking statements. These factors include:
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·
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Conditions
affecting our ability to access the financial markets or Optim Energy’s
access to additional debt financing following the utilization of its
existing credit facility, including actions by ratings agencies affecting
our credit ratings and the credit ratings of our operating
subsidiaries,
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·
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The
recession, its extreme disruption in the credit markets, and its impacts
on the electricity usage of our
customers,
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State
and federal regulatory and legislative decisions and actions, including
the TNMP electric rate case filed in 2008 and appeals of prior regulatory
proceedings,
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·
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The
ability of PNM to meet the renewable energy requirements established by
the New Mexico Public Regulation Commission (“NMPRC”), including the
resource diversity requirement, within the specified cost parameters, and
our ability to obtain federal and/or state funding and incentives for the
development of alternative or renewable
energy,
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·
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The
performance of our generating units, including the Palo Verde Nuclear
Generating Station, the San Juan Generating Station, the Four Corners
Plant, and Optim Energy generating units, and transmission
systems,
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·
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The
risk that Optim Energy is unable to identify and implement profitable
acquisitions or that PNMR and ECJV will not agree to make additional
capital contributions to Optim
Energy,
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·
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The
potential unavailability of cash from our subsidiaries or Optim Energy due
to regulatory, statutory or contractual
restrictions,
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·
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The
impacts of the decline in the values of marketable equity securities on
the trust funds maintained to provide nuclear decommissioning funding and pension and other
postretirement benefits, including the levels of funding and
expense,
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·
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The
ability of First Choice to attract and retain customers and collect
amounts billed,
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·
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Changes
in Electric Reliability Council of Texas
protocols,
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·
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Changes
in the cost of power acquired by First
Choice,
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·
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Collections
experience,
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·
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Insurance
coverage available for claims made in
litigation,
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·
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Fluctuations
in interest rates,
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Availability
of fuel supplies,
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·
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The
risk that replacement power costs incurred by PNM related to not meeting
the specified capacity factor for its generating units under its emergency
fuel and purchased power adjustment clause will not be approved by the
NMPRC,
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·
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The
risk that PNM may not be able to renew rights-of-way on Native American
lands or that the costs of rights-of-way are not allowed to be recovered
through rates charged to customers,
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·
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The
effectiveness of risk management and commodity risk
transactions,
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Seasonality
and other changes in supply and demand in the market for electric
power,
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·
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Volatility
and liquidity in the wholesale power markets and the natural gas
markets,
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·
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Uncertainty
regarding the ongoing validity of government programs for emission
allowances,
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·
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The
risk that the resolution of the bankruptcy of Lyondell Chemical Company
results in significant adverse impacts on the operations of the Altura
Cogen facility and Optim Energy,
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·
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Changes
in the competitive environment in the electric
industries,
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·
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The
risk that we, our subsidiaries and Optim Energy may have to commit to
substantial capital investments and incur additional operating costs to
comply with new environmental control requirements including possible
future requirements to address concerns about global climate
change,
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·
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The
risks associated with completion of generation, transmission, distribution
and other projects, including construction delays and unanticipated cost
overruns,
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·
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The
outcome of legal proceedings,
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·
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Changes
in applicable accounting principles,
and
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·
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The
performance of state, regional and national
economies.
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SUMMARY
OF THE PLAN
The
following summary of the Plan may omit certain information that may be important
to you. If you wish to receive a copy of the actual text of the Plan
filed with the SEC as Exhibit 99.1 to our Current Report on Form 8-K filed
August 31, 2006, please contact: PNM Resources, Inc., Investor Relations,
Alvarado Square, Albuquerque, New Mexico 87158, telephone (505)
241-2868.
Purpose
The
purpose of the Plan is to provide new and existing shareholders with a
convenient and economical method of investing cash and cash dividends in shares
of our common stock. Since new shares of our common stock, or shares
held in our treasury, may be purchased directly from us, we may receive
additional funds for general corporate purposes.
Nothing
in this prospectus, the documents incorporated by reference herein or other Plan
information represents a recommendation by PNM Resources or anyone else that any
person buy or sell PNM Resources common stock. We urge you to read
this prospectus thoroughly before you make your own independent decision
regarding whether or not to invest in PNM Resources common stock through this
Plan.
The value
of shares of PNM Resources common stock may increase or decrease from time to
time. A Plan participant, like the owner of directly held shares,
bears all risk of loss that may result from market fluctuations in the price of
our common stock. Unlike an individual stock brokerage account,
however, a Plan participant does not have control or authority to direct the
price or time at which common stock held under the Plan for the Participant is
purchased or sold. We cannot guarantee that shares purchased under
the Plan will, at any particular time, be worth more than their purchase
price. The Securities Investor Protection Corporation, the Federal
Deposit Insurance Corporation, or any other entity does not insure Plan
accounts.
Participation—How
to Join
First
time investors:
After you
have read this prospectus, you may complete the Enrollment Form included, or, you may enroll
on-line through Investor ServiceDirect® at www.bnymellon.com/shareowner. Click
the “InvestDirect Search” button, at the “easy search” screen select the ticker
symbol button and enter PNM, then follow the instructions for authorizing your
initial investment and indicate whether you want to participate in the full or
partial dividend reinvestment portion of the Plan. Partial
reinvestment of dividends is only available to participants owning 100 or more
shares of our common stock. Participants who fail to make any
election will be enrolled in full dividend reinvestment until they make a
different election.
All
investments must be made in U.S. dollars and drawn on a U.S. bank.
You may
make your initial investment by:
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1.
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authorizing
an electronic debit of at least $50.00 but not more than $10,000.00 from
your U.S. bank account. This alternative is available to
on-line investors only; or
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2.
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mailing
a check for at least $50.00 up to a maximum of $10,000.00 per transaction,
not to exceed $100,000.00 per year, drawn on a U.S. bank account to the
Plan administrator along with your Enrollment
Form.
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Follow
the instructions on the on-line Enrollment Wizard to indicate your selection
and, if paying by check, print out the instruction sheet and submit the sheet as
indicated with your check, together with your Enrollment Form. You
can then make an election to have your dividends reinvested and/or make optional
cash investments as described more fully below.
The Plan
Administrator may confirm certain transactions affecting the amount of shares in
your Plan account and produce Plan statements in paper form from time to time
and will mail these to you at the address you give when you enroll in the
Plan.
Current
shareholders:
Our
shareholders whose common stock is registered with us are automatically eligible
to participate in the dividend reinvestment portion of the Plan, and may make
optional cash investments and sell shares through the Plan. You may
elect to fully invest any cash dividends in additional shares of our common
stock or, if you own 100 shares or more, you may elect to invest a portion of
your cash dividends. You may also elect to have your dividend paid to
you in cash. If you are enrolled in the Plan and fail to select any
dividend reinvestment option, you will be deemed to have elected the full
dividend reinvestment option. Shareholders owning less than 100
shares are no longer automatically enrolled in the Plan.
You will
have access to your account on-line through Investor ServiceDirect® at www.bnymellon.com/shareowner/isd
and by telephone at 1-877-663-7775. Shareholders of record owning
less than 100 shares will receive annual account statements, while shareholders
of record owning 100 shares or more will receive quarterly account
statements.
Dividend
payments not reinvested will be paid to you in the usual manner.
For
current shareholders and new investors:
You may
sign up for automatic monthly investments, change your investment amount or make
additional investments at any time by accessing your account on-line through
Investor ServiceDirect® at www.bnymellon.com/shareowner/isd
and using the account management feature or by telephone at
1-877-663-7775.
You may
establish additional investment accounts for children or dependents by following
the instructions on the on-line Enrollment Wizard applicable to custodial or
trust accounts or by telephone at 1-877-663-7775.
How
the Optional Cash Investments Work
In
addition to having your dividend payments reinvested in our common stock, you
may buy additional shares by investing a minimum of $50.00 and up to $10,000.00
at any one time not to exceed the “maximum” of $100,000.00 per
year. You may submit your optional cash investments by check or by
authorizing electronic transfers. Do not send cash or money
order. You can make individual automatic deductions from your bank
account through Investor ServiceDirect® by accessing your account on-line
through the Plan Administrator’s website www.bnymellon.com/shareowner/isd. Upon
receipt of the
funds,
the Plan Administrator will normally invest initial and optional cash
investments at least once every five (5) business days.
Optional
cash investments of more than $100,000.00 per year by any current participant
and any initial cash investment by a new investor in excess of $100,000.00 may
only be made pursuant to a request for waiver that has been granted by us as
described in more detail on page 15 of this prospectus. Investors may
make individual cash investments or invest regularly over a period of
time.
Your
Funds Will Be Fully Invested
Funds
invested pursuant to the Plan are fully invested in whole and fractional shares
(computed to four decimal places) of our common stock either through the
purchase of shares directly from us or the purchase of shares in the open market
(or through a combination of these methods). We pay dividends on both
whole shares and fractions of shares.
Share
Safekeeping
For your
convenience, shares purchased through the Plan will be maintained by the Plan
Administrator in non-certificated (book-entry) form. Additionally,
the Plan offers a “safekeeping” service whereby you may deposit, free of any
service charges, certificates representing your shares of common stock and have
your ownership of such common stock maintained on the Plan Administrator’s
records as part of your account. This feature protects against loss,
theft or destruction of stock certificates. A share certificate will
be delivered to you free of charge, upon request.
You
May Sell, Withdraw or Transfer Your Shares at Any Time
You may
sell or withdraw shares of our common stock credited to your account, including
those shares deposited into the Plan for safekeeping, through the
Plan. Currently there is a $15.00 processing fee, plus a trading fee
of $0.06 per share, for sale transactions and liquidations. A
statement will be mailed to you for each transaction that takes
place. Additionally, you may transfer or make gifts to others of our
common stock by contacting the Plan Administrator. There is no fee
for this service.
Plan
Administrator
The Bank
of New York Mellon will administer the Plan and act as agent for the
participants. The Bank of New York Mellon along with its designated
affiliates and other agents will perform certain services for the
Plan.
You may
contact the Plan Administrator as directed below:
Call The
Bank of New York
Mellon: 1-877-663-7775
On-line
over the Internet
at: www.bnymellon.com/shareowner
International Telephone
Inquiries: 1-201-680-6578
For the Hearing Impaired
(TDD): 1-800-231-5469
You may
write the Plan Administrator at the following address:
The Bank
of New York Mellon
P.O. Box
358035
Pittsburgh,
PA 15252-8035
Please
include your daytime telephone number, your Investor I.D. and a reference to PNM
Resources, Inc. on all correspondence.
TERMS
AND CONDITIONS OF THE PLAN
Am
I Eligible to Participate in the Plan?
You are
eligible to participate in the Plan if you meet the requirements outlined
below.
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If you do not currently own our
stock. If you do not currently own any of our stock you
may join the Plan, after receiving a copy of this prospectus, by making an
initial investment of at least $50.00, but not more than
$10,000.00. Investments must be made in U.S. currency drawn on
a U.S. bank. Prior to investing in our common stock, each
participant is responsible for reviewing the applicable laws of his or her
country of residence to determine if there are any restrictions on
investment.
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You can
get started in the Plan by enrolling on-line through Investor ServiceDirect® at
www.bnymellon.com/shareowner
(see Participation – How to Join) or by returning a completed Enrollment Form to
the Plan Administrator, along with your check payable to PNM Resources
Direct/BNY Mellon. Do not send cash or money order. The
Plan Administrator will arrange for the purchase of shares for your account but
will not pay interest on amounts held pending investment. Please
allow two (2) weeks for your account to be established, initial shares to be
purchased and a statement to be mailed to you.
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If you currently own our
stock. If you already own shares of our common stock and
the shares are registered in your name, you may join the dividend
reinvestment portion of the Plan by enrolling on-line (see Participation –
How to Join) by telephone or by returning a completed Enrollment Form to
the Plan Administrator. As a participant, you will also be
eligible for the optional purchase portion of the
Plan. Shareholders owning less than 100 shares are no longer
automatically enrolled in the Plan.
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If your
shares are held in a brokerage, bank or other intermediary account, and you wish
to participate directly in the Plan, you should instruct your broker, bank or
trustee to register some or all of your shares of our common stock directly in
your name.
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If you are already
enrolled. If you are currently enrolled in the Plan, and
do not want to change your participation, no further action is required
for your continued participation. However, if you wish to
change your participation in any way (e.g., from partial to full
reinvestment), you must submit a new Enrollment Form or access the account
management feature on-line through Investor ServiceDirect® at www.bnymellon.com/shareowner/isd
or by telephone at 1-877-663-7775. If you own less than 100 shares of our
stock, partial reinvestment of cash dividends is not
available.
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What
are my investment options?
Once
enrolled in the Plan, you may purchase additional shares of common stock through
reinvestment of your dividends and/or by cash investments as described
below:
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Dividend
reinvestment. If you are a shareholder of record and
enrolled in the Plan, you may choose to fully invest your cash dividends
in shares of our common stock. If you are a shareholder of record owning
100 shares or more, you may choose to reinvest all or a portion of
the regular cash dividends paid on your shares held in the Plan toward the
purchase of additional shares of our common stock. In addition,
you will receive a quarterly account statement. If you own less
than 100 shares, you may elect to fully invest your dividends, but you may
not elect the partial reinvestment option, and you will receive an annual
account statement. Regardless of the number of shares you own,
as a participant, you will have electronic access to your account on-line
through Investor ServiceDirect® at www.bnymellon.com/shareowner
or by telephone at 1-877-663-7775.
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You may
change your dividend reinvestment election at any time by notifying the Plan
Administrator. For a particular dividend to be reinvested, your
notification must be received before the record date for that
dividend. (The record date is approximately 14 days before the
dividend payment date.)
You may,
of course, choose not to reinvest any of your dividends, in which case the Plan
Administrator will remit any dividends to you by check or automatic deposit to a
bank account you designate.
If you
elect to reinvest your dividends, you must choose one of the
following:
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Full dividend
reinvestment. This means you will purchase additional
shares through the Plan by investing all your cash
dividends.
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Partial dividend
reinvestment. If you own 100 shares or more and choose
to reinvest less than all your dividends, you may receive a cash dividend
payment based on the number of full shares you specify and reinvest the
dividends on all remaining shares. This allows you to receive a
fixed amount of cash each quarter (assuming the dividend stays the
same). This option is not available if you own less than 100
shares.
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If you
are enrolled in the Plan and fail to choose any dividend reinvestment option
(full, partial or cash), you will be deemed to have elected the full dividend
reinvestment option until you elect otherwise. Shareholders owning less
than 100 shares are no longer automatically enrolled in the Plan.
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Optional cash
investments. You may purchase additional shares of our
common stock by using the Plan’s optional cash investment
feature. You must invest at least $50.00 up to $10,000.00 at
any one time but not more than $100,000.00 per year. Upon
receipt of your funds, the Plan Administrator will invest initial and
additional cash investments as promptly as practicable, normally at least
once every 5 business days.
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Shares
will be posted to your account in whole and fractional shares immediately upon
settlement, usually within 3 business days. You will receive a
confirmation of your transaction by paper statement at the postal address you
give us when you enroll in the plan.
In the
unlikely event that, due to unusual market conditions, the Plan Administrator is
unable to invest your funds within 35 days, the Plan Administrator will
return the funds to you by check. No interest will be paid on funds
held by the Plan Administrator pending investment.
For
automatic monthly purchases, the amounts you have authorized will be withdrawn
from your banking account on the 24th day of
each month, or the next succeeding business day if the 24th falls
on a weekend or holiday. The funds will be credited to your account
and invested within 5 business days of receipt by the Plan
Administrator.
The Plan
Administrator will use your investment to purchase as many full and fractional
shares as possible. Fractional share amounts will be computed to four
decimal places.
You may
make optional cash investments by sending a check (not cash) to the Plan
Administrator payable to PNM Resources Direct/BNY Mellon, or by authorizing
individual electronic transfers from your bank account by accessing your account
on-line through Investor ServiceDirect® at
bnymellon.com/shareowner/isd. To facilitate processing of your
investment when you send a check, please use the transaction stub attached to
your Plan statement. Mail your investment and transaction stub to the
address specified on the statement. A $35.00 fee will be assessed for
a check or electronic debit that is returned for insufficient
funds. Please see the fee schedule attached as
Appendix A.
How
are my shares typically purchased and how is the purchase price for the shares
determined?
Shares of
our common stock purchased under the Plan will be, at our election, newly issued
shares purchased directly from us, treasury shares purchased directly from us,
shares purchased by a broker, or a combination thereof. If shares are
purchased under the Plan directly from us and by the Plan Administrator through
its broker, each participant’s Plan account will be credited with its pro rata
portion of the number of shares purchased directly from us and by the
broker. We have full discretion as to whether the common stock
purchased under the Plan will be purchased on the open market or purchased
directly from us, based on our need for capital.
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Common Stock purchased in the
open market. The investment price of our common stock
purchased in the open market with reinvested dividends, with initial cash
investments or with optional cash investments will be the weighted average
price, including applicable brokerage trading fees, incurred in connection
with the purchase of such shares for the relevant investment
date. No interest will be paid on funds held by the Plan
Administrator pending investment. The Plan Administrator will
normally invest cash dividends within 5 business days of the dividend
payment date and will normally invest initial and optional cash
investments at least once every 5 business days. The brokerage
trading fee is currently $0.06 per share. We will pay this fee
for shares purchased with reinvested dividends and so the weighted average
price for such shares will not include this trading fee. See
Appendix A.
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Common Stock purchased directly
from us. The price of our common stock purchased
directly from us with reinvested dividends, initial cash investments or
optional cash investments will be the average of the high and low sale
prices of shares of our common stock reported on the NYSE on the dividend
payment date, initial cash investment date or optional cash investment
date, as the case may be. No interest will be paid on funds
held by the Plan Administrator pending investment. The Plan
Administrator will normally invest initial and optional cash investments
at least once every 5 business
days.
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The
“weighted average price” used to calculate the investment price of open market
purchases assumes the use of multiple open market purchases to invest plan
participant investments. For example, if plan investments required
the acquisition of 5,000 shares for allocation to 100 investors and the plan
needed the following three separate purchases in the open market to acquire the
5,000 shares, the weighted average would be calculated as follows:
1,000 shares @ $12.50 =
$12,500.00
3,000 shares @ $12.75 =
$38,250.00
1,000 shares @ $12.625 = $12,625.00
$63,375.00 / 5,000 = $12.675
Under the
above example, $12.675 would be the investment price of our common stock
purchased on the open market with reinvested dividends. The current
trading fee paid by participants for common stock purchased on the open market
for initial and optional cash investments is $0.06
per share. Thus, under the above example, $12.735 would be
the investment price of our common stock purchased on the open market so that an
initial or optional cash investment of $1,000.00 would purchase 78.5238 shares
as shown below:
Your
investment $1,000.00
Weighted
average share
price $12.675
Brokerage
trading
fee $ 0.060
Total
price per
share $12.735
Total
shares purchased =$1,000.00/$12.735 = 78.5238
The same
computational method, however, is not used for shares purchased directly from us
because shares purchased in the open market are based upon specific open market
transactions that need to be allocated to participants at actual
cost. Newly issued shares issued by the Company are not based on
specific transactions that need to be allocated but are based on the market, for
that day, which is determined based on the average of the low and the high
prices of the common stock for the entire day.
Thus, for
shares purchased directly from the Company, the issuance price of those shares
will be based on the average of the high and low prices of stock trades during
the day. If, for example, there were only three trades on a day, at
prices indicated in the previous example for market purchases, the average of
the high and low prices would be $12.625 per share (($12.50 + $12.75)/2).
Your
account will be credited with that number of shares, including fractional shares
computed to four decimal places, equal to the amount invested with respect to
your Plan account, divided by the price per share of such shares for all
purchases for all Plan participants during the applicable period.
You
do not have control or authority to direct the price or time at which common
stock is purchased or sold for Plan accounts. Therefore, you bear
market risk associated with fluctuations in the price of common stock as the
price of common stock may go up or down before a purchase or sale is made for
your account.
Unless
you request one, certificates for shares of common stock purchased under the
Plan will not be issued. The number of shares purchased for your
account under the Plan will be shown on your statement of account in book-entry
form.
Certificates
for any number of whole shares credited to your account under the Plan will be
issued upon your request. Any remaining full shares and fractions of
a share will continue to be credited to your account. Certificates
for fractions of shares will not be issued.
How
do I sell my shares out of the Plan?
You may
sell any number of shares held in book-entry form by notifying the Plan
Administrator by phone at 1-877-663-7775, by accessing your account on-line
through Investor ServiceDirect® at www.bnymellon.com/shareowner/isd
or in writing. Your sale request will be processed and your shares
will, subject to market conditions and other factors, generally be sold within
24 hours of receipt of your request. The sale price will be the
weighted average price of all shares sold for Plan participants during the
period. Please note that the Plan Administrator cannot and does not
guarantee the actual sale date or price, nor can it stop or cancel any
outstanding sales or issuance requests. All requests are
final. The Plan Administrator will mail a check to you (less
applicable sales fees) on the settlement date, which is 3 business days after
your shares have been sold. Please allow an additional 5 to 7
business days from the settlement date for the post office to deliver your
check.
Currently,
there is a $15.00 processing fee, plus a trading fee of $0.06 per share, for
sale transactions and liquidations.
Alternatively,
you may choose to sell your shares through a stockbroker of your choice, in
which case you would have to request a certificate for your shares from the Plan
Administrator prior to such sale.
What is Safekeeping?
Shares of
our common stock that you buy under the Plan will be maintained in your Plan
account for safekeeping. You will receive a periodic Plan statement
detailing the status of your holdings. Safekeeping protects your
shares against loss, theft or accidental destruction. Safekeeping
also provides a convenient way for you to keep track of your
shares. Only shares held in safekeeping may be sold through the
Plan.
If you
own additional shares of our common stock in certificated form, you may deposit
your certificates into your Plan account, free of charge. To use this
service, send your certificates to BNY Mellon Shareowner Services by registered
mail or traceable delivery service with written instructions to deposit them
into your Plan account for safekeeping. The Plan Administrator will
provide loss insurance coverage for your certificates with a value not exceeding
$100,000.00 in any one shipping package that is mailed to its address at 480
Washington Boulevard, Jersey City, New Jersey 07310 by USPS registered mail
or by traceable delivery service. Do not endorse the certificates or
complete the assignment section.
Note: Mail
loss insurance covers only the replacement of shares of stock and in no way
protects against any loss resulting from fluctuations in the value of such
shares.
May
I gift my shares out of the Plan?
You may
gift or transfer your shares to any recipient you choose by:
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making
an initial $50.00 cash investment to establish an account in the
recipient’s name or
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transferring
shares from your account to the
recipient.
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You must
transfer a whole number of shares unless you transfer your entire
account. You may transfer shares to new or existing
shareholders. The Plan Administrator will automatically place such
new
accounts in full dividend reinvestment status. New participants, at
their discretion, may elect another option. If you participate in the
dividend reinvestment portion
of the Plan and your request to either transfer all your shares or make a
partial sale and transfer the balance of your shares is received between the
ex-dividend date (the day after the last day during the quarter on which stock
can be transferred with the new owner receiving that quarter’s dividend payout),
and the dividend record date, the processing of your request may be held until
after your account is credited with reinvested dividends.
You must
have your signature guaranteed by a financial institution participating in the
Medallion Signature Guarantee program. The Medallion Guarantee
program ensures that the individual signing the certificate or transfer
instructions is in fact the registered owner as the name appears on the stock
certificate or stock power.
If you
need additional assistance, please contact the Plan Administrator.
How
do I get my stock certificates?
You may
withdraw all or some of the shares from your Plan account by notifying the Plan
Administrator. Certificates will be issued for whole shares
only. If your request involves a fractional share, a check (less any
applicable fees) for the value of the fractional share will be mailed to
you.
Certificates
will be issued in the name(s) in which the account is registered, unless
otherwise instructed. If the certificate is issued in a name other
than that on your Plan account registration form, the signature on the
instructions or stock power must be guaranteed by a financial institution
participating in the Medallion Signature Guarantee program, as described
above.
What
are the fees relating to participation in the Plan?
The
current fees are described in Appendix A. The Plan Administrator will
deduct the applicable fees from the investment amount or proceeds from a
sale.
How
is my investment tracked?
If you
participate in the dividend reinvestment portion of the Plan and you hold 100
shares or more, the Plan Administrator will mail you a quarterly Plan statement
showing all transactions (shares, amounts invested, purchase prices) for your
account, including year-to-date and other account information. If you
own less than 100 shares, you will receive an annual
statement.
Supplemental
statements or notices will be sent when you make an initial or optional cash
investment or a deposit, transfer or withdrawal of shares.
Please
retain your Plan statements to establish the cost basis of shares purchased
under the Plan for income tax and other purposes.
You
should notify the Plan Administrator promptly of any change in address since all
notices, statements and reports will be mailed to your address of
record.
How
do I terminate participation in the dividend reinvestment portion of the
Plan?
You may
discontinue the reinvestment of your dividends at any time by giving notice to
the Plan Administrator. The Plan Administrator must receive such
notice before the close of business on the
record
date for any dividend payment in order to terminate your dividend reinvestment
participation prior to such dividend payment date. The Plan
Administrator will continue to hold your shares unless you request a certificate
for any full shares and a check for any fractional share. You may
also request the sale of all or part of any such shares or have the Plan
Administrator electronically transfer your shares to your brokerage
account.
After you
terminate your participation in the dividend reinvestment portion of the Plan,
you may rejoin at any time by re-enrolling with the Plan
Administrator. However, the Plan Administrator has the right to
reject such enrollment if you repeatedly join and withdraw from the Plan, or for
any other reason. The Plan Administrator’s exercise of such right is
intended to minimize unnecessary administrative expenses and to encourage use of
the Plan as a long-term shareholder investment service.
What
are the material federal income tax consequences of my participation in the
Plan?
Your
reinvested dividends will be treated for federal income tax purposes in the same
manner they would have been treated had you received such dividends in cash on
the applicable dividend payment date. Your tax basis in the shares
purchased will be equal to the amount of the cash dividends and optional cash
investments applied to the purchases of such shares. Your holding
period for the shares acquired pursuant to the Plan will begin on the day after
the date the shares are purchased. You may recognize gain or loss
when your shares (including fractional shares) are sold or otherwise disposed of
in a taxable exchange, whether by the Administrator on your behalf or by you
upon withdrawal of your shares from the Plan. The amount of such gain
or loss will be the difference between the amount you receive for the shares and
your tax basis in such shares. YOU SHOULD CONSULT WITH YOUR OWN TAX
ADVISER TO DETERMINE THE PARTICULAR TAX CONSEQUENCES THAT MAY RESULT FROM YOUR
PARTICIPATION IN THE PLAN AND THE SUBSEQUENT SALE OR OTHER DISPOSITION OF SHARES
ACQUIRED UNDER THE PLAN, INCLUDING THE EFFECT OF ANY APPLICABLE STATE, LOCAL AND
FOREIGN TAX LAWS.
OTHER
PROVISIONS
How
do I view the status of my account?
You can
view the status of your account at any time by logging onto Investor
ServiceDirect® at www.bnymellon.com/shareowner/isd
or by telephoning 1-877-663-7775. New investors establish a Personal
Identification Number (PIN) when setting up their account. For
existing shareholders to gain access, use the 12-digit Investor Identification
Number (which can be found in a bolded box on your dividend check stub) to
establish a PIN.
How
do I change or stop the automatic investment feature?
Simply
access your account through Investor ServiceDirect® on www.bnymellon.com/shareowner/isd
or by telephoning 1-877-663-7775, choose the “Purchase/Sell” menu and indicate
your change in the “Periodic Purchase” selection. Your request must
be received at least three business days before the 24th day of
the month.
Plan
modification or termination
We
reserve the right to suspend, modify or terminate the Plan at any
time. You will receive notice of any such suspension, modification or
termination. We, together with the Plan Administrator, also reserve
the right to change any administrative procedures of the Plan.
Suspension
or termination
We
reserve the right to deny, suspend or terminate participation by a shareholder
who is using the Plan for purposes inconsistent with the intended purpose of the
Plan. In such event, the Plan Administrator will notify you in
writing and will continue to keep your shares safe but will no longer accept
optional cash investments or reinvest your dividends. The Plan
Administrator will issue a certificate to you upon request.
Limitation
of liability
The Plan
provides that neither we nor the Plan Administrator in administering the Plan
nor any independent agent will be liable for any act done in good faith or for
the good faith omission to act in connection with the Plan. This
includes, without limitation, any claims of liability:
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for
failure to terminate your account upon your death or adjudicated
incompetence prior to receiving written notice of such death or
adjudicated incompetence; or
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relating
to purchase or sale prices reflected in your Plan account or the dates of
purchases or sales of your Plan shares;
or
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for
any loss or fluctuation in the market value after purchase or sale of such
shares. The foregoing does not represent a waiver of any rights
you may have under applicable securities
laws.
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How
do I make an initial or optional cash investment over the maximum yearly
amount?
If you
wish to make an initial or optional cash investment in excess of $100,000.00 and
be eligible for a potential discount from the market price, you must obtain our
prior written approval. To obtain our approval, you must submit a
request for waiver. To make this request, you should obtain a
“Request For Waiver” form by contacting the Plan Administrator’s Waiver
Department at 1-201-680-5300. Completed Request For Waiver forms
should be sent to the Waiver Department via facsimile at
1-201-680-4688.
If we
approve your request, the Plan Administrator will notify you via return
facsimile or e-mail. You must then send the authorized amount to the
Plan Administrator in the form of a personal check or electronic funds transfer
drawn on a U.S. bank. The Plan Administrator must receive your
investment no later than the close of business on the last day before the
applicable pricing period start date. Any funds received by the Plan
Administrator after the applicable date will be returned to the investor without
interest.
We have
the sole discretion whether to approve any request to make an initial or
optional cash investment in excess of the $100,000.00 yearly
maximum. We may grant those requests for waiver in order of receipt
or by any other method that we determine to be appropriate. We also
may determine the amount that you may invest pursuant to a waiver. In
deciding whether to approve your request for waiver, we may consider the
following material factors:
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whether,
at the time of your request, the Plan Administrator is acquiring shares of
common stock for the Plan directly from us or in the open market or in
privately negotiated transactions with third
parties;
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whether
we need cash to fund a specific project at the current time, at some time
in the foreseeable future, or whether funds can be used for a general
operational purpose;
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if
we decide that there is a need for additional funds, then we would
consider whether this Plan was the most beneficial means of raising
additional cash compared to an underwritten offering or the issuance of
new debt or the use of existing debt financing
facilities;
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whether
the potential issue price is above or below book value, the general stock
market trends at the time of consideration, the general utility trends
regarding stock prices at the time of consideration, and our recent stock
price trend;
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whether
you have participated in the Plan in the past, your current level of
participation and whether you are known as a short seller of
stock;
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whether
granting the waiver request will facilitate obtaining new, diversified and
long-term investment in PNM Resources through the Plan;
and
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whether
the total amount of waiver requests exceeds our cash-raising goal and if
so we may adjust potential investments down if the requests are greater
than required to meet our goal.
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We will
probably not grant waiver requests when the Plan Administrator is acquiring
shares in the open market or through privately negotiated
transactions. In addition, if, at the time of your request, we do not
need additional funds, determine that issuing new shares is not the most
beneficial means of obtaining additional funds, or determine that the purchase
price is below book value, then we may not grant your waiver
request.
If you do
not receive a response from us within 3 business days of submitting your waiver
request, you should assume that we have denied your request.
If
requests for a waiver are submitted for any pricing period for an aggregate
amount in excess of the amount we are then willing to accept, we may honor these
requests in order of receipt, or by any other method that we
determine, in our sole discretion, to be appropriate.
We
reserve the right to modify, suspend or terminate participation in the Plan by
otherwise eligible registered holders or beneficial owners of our common stock
for any reason whatsoever including eliminating practices that are inconsistent
with the purposes of the Plan, which are to provide a convenient and economical
method of investing in our stock and to encourage long-term
investment. If it becomes apparent that an individual is buying and
immediately selling our common stock to take advantage of the discount provision
described below, we will take action to prevent that type of activity, e.g., by
not granting any future waiver requests for that person.
Once
a waiver request for a cash investment over $100,000.00 has been granted, how
are shares priced and purchased?
Shares
purchased pursuant to a granted waiver request will be purchased directly from
us. If a request for waiver is approved, the price of shares
purchased from us pursuant to the request for waiver will be determined using a
pricing period of not less than 1 but not more than 10 trading days as
determined by us commencing on a date set by us. Initial and optional cash
investments made pursuant to a request for waiver will be applied to the
purchase of shares of common stock as soon as practicable on
or after
the business day following the last day of the pricing period. This
date is referred to as the “Waiver Investment Date”.
Initial
and optional cash investments made pursuant to a request for waiver will be
acquired at a price equal to the average of the daily high and low sales prices
computed up to 7 decimal places, if necessary, of our common stock as reported
on the New York Stock Exchange, or NYSE, only, and not a Composite Average, for
the applicable trading days immediately preceding the Waiver Investment Date
(assuming that we do not set a threshold price for the pricing period or offer a
discount from the purchase price as discussed further below). A
“trading day” is any day on which our stock is reported as bought or sold over
the NYSE. All funds properly received by the Plan
Administrator up to the close of business on the last business day before the
pricing period begins will be invested by the Plan Administrator in shares of
PNM Resources common stock as soon as practicable on or after the Waiver
Investment Date. Funds received after this date will be
returned to you without interest. Setting a particular 1-10 trading
day pricing period for a particular Waiver Investment Date will not affect the
setting or a pricing period for any other Waiver Investment Date.
For
purposes of determining the price per share for investments made pursuant to a
request for waiver, we may set a minimum purchase price per share, or Threshold
Price, for any pricing period. This Threshold Price is a minimum
price that would be used under an alternative method for setting the per share
purchase price that is described in the next paragraph. We will
determine whether to set a Threshold Price, and, if so, its amount, at least 3
business days before the first day of the pricing period. We will
notify the Plan Administrator of the Threshold Price, if any. In
deciding whether to set a Threshold Price, we will consider one, all or a
combination of the following factors:
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·
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the
general trend of the stock market as a whole, the general trend of the
utility sector of the stock market, and the general trend of our
stock.
|
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·
|
whether
any previous offerings under the waiver provisions of the Plan been over
or under subscribed.
|
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·
|
do
we have an immediate need for the cash, do we foresee an upcoming
transaction that will require new cash and are there external events
affecting the decision.
|
Participants
may ascertain whether a Threshold Price has been set or waived for any given
pricing period by calling the Plan Administrator’s Waiver Department at
1-201-680-5300 or such other number as we may establish from time to
time.
We will
fix the Threshold Price for a pricing period as a dollar amount that the average
of the high and low sales prices as reported by the NYSE for each trading day of
that pricing period (not adjusted for discounts, if any) must equal or
exceed. We will exclude from the pricing period and from the
determination of the purchase price any trading day within the pricing period
that does not meet the Threshold Price. Thus, for example, if we
choose to use a 10 day pricing period and the Threshold Price is not met for 2
of the 10 trading days in a pricing period, then we will base the purchase price
upon the remaining 8 trading days in which the Threshold Price was
met.
In
addition, we will return a pro rata portion of each cash investment made
pursuant to an approved request for waiver for each trading day of a pricing
period for which the Threshold Price is not met as soon as reasonably practical
after the pricing period, without interest. The returned amount will
be a percentage of the cash investment corresponding to the percentage of
trading days below the Threshold Price. Thus, for example, if we
chose a 10 day trading period and the Threshold Price is not met for
2 of the 10 trading days in a pricing period, then we will return two-tenths
(2/10th or 20%) of the initial or
optional
cash investment to you without interest after conclusion of the pricing
period. This does not constitute a discount to the purchase price;
however, it does reduce the total number of shares that you may purchase with
respect to a Waiver Investment Date.
The
establishment of the Threshold Price and the possible return of a portion of the
payment apply only to initial or optional cash investments exceeding $100,000.00
per year made pursuant to a granted request for waiver. Setting a
Threshold Price for a pricing period will not affect the setting of a Threshold
Price for any other pricing period. We may waive our right to set a
Threshold Price for any particular pricing period. Neither we nor the
Plan Administrator are required to give you notice of the Threshold Price for
any pricing period. We may alter or amend at our sole discretion
these pricing periods at any time and from time to time, prior to the
commencement of any pricing period and prior to the granting of any waiver with
respect to such period.
At our
sole discretion, we may offer participants making a cash investment in excess of
$100,000.00 a discount of up to 3% from the regular purchase price on any
particular Waiver Investment Date. The maximum discount
rate, if any, on initial or optional cash investments in excess of $100,000.00
per year may be obtained at least 3 business days before the first day of the
applicable pricing period by calling the Plan Administrator’s Waiver Department
at 1-201-680-5300.
Setting a
discount from the purchase price for initial and optional cash investments in
excess of $100,000.00 per year for a particular pricing period will not affect
the setting of a discount for any other pricing period. We may
increase, decrease, or waive our right to set a discount from the purchase price
for any particular pricing period. Neither we nor the Plan
Administrator is required to give you notice of the discount for any pricing
period. When setting the discount, if any, we will consider our
capital needs, whether we want to issue equity to meet our capital needs and how
quickly we desire to close the investment. For example, to the extent
we desire to issue equity in a particular pricing period to meet our capital
needs, we are more likely to establish a discount to encourage participants to
make cash investments.
USE
OF PROCEEDS
We expect
to use the net proceeds received from the issuance and sale of common stock
offered hereby to repay debt and for general corporate purposes, including
capital expenditures.
DESCRIPTION
OF COMMON STOCK
The
following descriptions of our common stock and the relevant provisions of the
articles of incorporation of PNM Resources, as amended through October 27, 2008
(our “Articles of Incorporation”), and by-laws are summaries and are qualified
by reference to our Articles of Incorporation filed with the SEC as
an exhibit to our Current Report on Form 8-K filed November 21, 2008
(incorporated by reference herein) and the by-laws previously filed with the SEC
as an exhibit to our Current Report on Form 8-K as filed February 20, 2009
(incorporated by reference herein). The following also summarizes certain
applicable provisions of the New Mexico Business Corporation Act and the New
Mexico Public Utility Act and those summaries are qualified by reference to
those Acts.
Our
authorized capital stock consists of 120,000,000 shares of common stock, no par
value and 10,000,000 shares of preferred stock, no par value. As of August 6,
2009, 86,673,174 shares of our common stock and 477,800 shares of our
Convertible Preferred Stock, Series A (“Series A Preferred Stock”) were
outstanding. Each share of Series A Preferred Stock is convertible at
the option of the holder at any time into 10 shares of common stock, subject to
certain anti-dilution adjustments.
Dividend
Rights
After
giving effect to any prior rights of our preferred stock, we will pay dividends
on our common stock as determined by our Board of Directors (the “Board”) out of
legally available funds. Our ability to pay dividends depends primarily
upon the ability of our subsidiaries to pay dividends or otherwise transfer
funds to us. Various financing arrangements, charter provisions and
regulatory requirements may impose certain restrictions on the ability of our
subsidiaries to transfer funds to us in the form of cash dividends, loans or
advances.
Unless
waived by the holders of at least two-thirds of the number of then outstanding
shares of Series A Preferred Stock, no dividend on our common stock shall be
determined unless a dividend on the Series A Preferred Stock is declared and
paid at the same time in an amount equal to the dividend that would be received
by a holder of the number of shares (including fractional shares) of common
stock into which such Series A Preferred Stock is convertible on the record date
for such dividend.
Voting
Rights
Holders
of common stock are entitled to one vote for each share held by them on all
matters submitted to our shareholders. Holders of our common stock do not have
cumulative voting rights in the election of directors. The New Mexico Business
Corporation Act and our Articles of Incorporation and by-laws generally require
the affirmative vote of a majority of the shares represented at a shareholder
meeting and entitled to vote for shareholder action, including the election of
directors. Under the New Mexico Business Corporation Act, some corporate
actions, including amending the articles of incorporation and approving a plan
of merger, consolidation or share exchange, require the affirmative vote of a
majority of the outstanding shares entitled to vote, which could include, in
certain circumstances, classes of preferred stock.
Our
Articles of Incorporation limit the Board to designating voting rights for
classes of preferred stock only (1) when dividends on the preferred stock
are not paid, (2) when proposed changes to the Articles of Incorporation
would adversely affect preferred shareholders’ rights and privileges or
(3) if the Board issues a series of preferred stock convertible into common
stock and confers upon the holders of such convertible preferred stock the right
to vote as a single class with holders of common stock on all matters submitted
to a vote of holders of common stock at a meeting of shareholders other than for
election of directors, with the same number of votes as the number of shares of
common stock into which the shares of such preferred stock are convertible,
provided that at all times the aggregate preferred stock outstanding with such
voting rights is convertible into no more than 12 million shares of common
stock. The 477,800 currently outstanding shares of Series A Preferred
Stock are convertible into 4,778,000 shares of common stock, subject to certain
anti-dilution adjustments.
Holders
of each outstanding share of Series A Preferred Stock are entitled to vote as a
single class with holders of our common stock on all matters except the election
of directors and are entitled to the number of votes corresponding to the number
of shares of common stock into which such Series A Preferred Stock is
convertible on the record date for determining shareholders entitled to
vote.
Our
Articles of Incorporation do not allow our directors to create classes of
directors. All directors are elected annually.
Liquidation
Rights
In the
event we are liquidated or dissolved, either voluntarily or involuntarily, the
holders of our preferred stock will have priority (after any of our creditors)
with respect to the distribution of assets. After the holders of our preferred
stock are paid their aggregate liquidation preference, the holders of our common
stock will be entitled, subject to the rights, if any, of the holders of our
preferred stock, to share
ratably
(according to the number of shares held by them) in all of our remaining assets
available for distribution.
Each
share of Series A Preferred Stock is entitled to a liquidation preference of
$1.00 per share. After that claim is satisfied, holders of our common
stock are entitled to, ratably, an amount equal to $1.00, divided by the number
of shares of common stock into which a share of Series A Preferred Stock is then
convertible, and multiplied by the number of shares of common stock then
outstanding. After that claim is satisfied, all remaining assets will
be distributed to the holders of the Series A Preferred Stock and common stock
ratably on the basis of the number of shares of outstanding common stock and, in
the case of the Series A Preferred Stock, the number of shares of common stock
into which the outstanding shares of Series A Preferred Stock are then
convertible.
Preemptive
Rights
The
holders of our common stock do not have a preemptive right to purchase shares of
our authorized but unissued shares, or securities convertible into shares or
carrying a right to subscribe to or acquire shares, except under the terms and
conditions as may be provided by our Board in its sole judgment.
As
discussed above, each share of Series A Preferred Stock is convertible at the
option of the holder at any time into 10 shares of common stock, subject to
certain anti-dilution adjustments.
Listing
Our common stock is listed on the New
York Stock Exchange under the “PNM” symbol.
Transfer
Agent and Registrar
The
transfer agent and registrar for our common stock is Mellon Investor Services,
480 Washington Boulevard, Jersey City, New Jersey, 07310.
Certain
Other Matters
Our
Articles of Incorporation and by-laws include a number of provisions that may
have the effect of discouraging persons from acquiring large blocks of our stock
or delaying or preventing a change in our control. The material provisions that
may have such an effect include:
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•
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authorization
for our Board to issue our preferred stock in series and to fix rights and
preferences of the series (including, among other things, whether, and to
what extent, the shares of any series will have voting rights, within the
limitations described above, and the extent of the preferences of the
shares of any series with respect to dividends and other
matters);
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•
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advance
notice procedures with respect to any proposal other than those adopted or
recommended by our Board; and
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•
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provisions
specifying that only a majority of the Board, the chairman of the Board,
the president or holders of not less than one-tenth of all our shares
entitled to vote may call a special meeting of
stockholders.
|
Under the
New Mexico Public Utility Act, approval of the New Mexico Public Regulation
Commission is required for certain transactions which may result in our change
in control or exercise of control.
PLAN
OF DISTRIBUTION
Subject
to the discussion below, we will distribute newly issued shares of our common
stock sold under the Plan. A registered broker/dealer affiliated with
The Bank of New York Mellon, the Plan Administrator, will assist in the
identification of investors and other related services, but will not be acting
as an underwriter with respect to shares of our common stock sold under the
Plan. There are no trading fees or service charges allocated to
participants in the Plan in connection with their purchases of such newly issued
shares of common stock.
In
connection with the administration of the Plan, we may be requested to approve
investments made pursuant to waiver requests by or on behalf of participants or
other investors who may be engaged in the securities business.
Persons
who acquire shares of our common stock through the Plan and resell them shortly
after acquiring them, including coverage of short positions, under certain
circumstances, may be participating in a distribution of securities that would
require compliance with Regulation M under the Exchange Act, and may be
considered to be underwriters within the meaning of the Securities
Act. We will not extend to any such person any rights or privileges
other than those to which it would be entitled as a participant, nor will we
enter into any agreement with any such person regarding the resale or
distribution by any such person of the shares of our common stock so
purchased. We may, however, accept investments made pursuant to
Requests for Waiver by such persons.
From time
to time, financial intermediaries, including brokers and dealers, and other
persons may engage in positioning transactions in order to benefit from any
waiver discounts applicable to investments made pursuant to waiver requests
under the Plan. Those transactions may cause fluctuations in the
trading volume of our common stock. Financial intermediaries and such
other persons who engage in positioning transactions may be deemed to be
underwriters. We have no arrangements or understandings, formal or
informal, with any person relating to the sale of shares of our common stock to
be received under the Plan. We reserve the right to modify, suspend
or terminate participation in the Plan by otherwise eligible persons to
eliminate practices that are inconsistent with the purpose of the
Plan.
We will
pay any and all trading fees and related expenses incurred in connection with
purchases of our common stock under the Plan, except that a trading fee
(currently $0.06 per share) is included in the share price for open market
purchases. Upon withdrawal by a participant from the Plan by the sale
of shares of our common stock held under the Plan, the participant will receive
the proceeds of that sale less a transaction and trading fee and any required
tax withholdings or transfer taxes.
You will
not incur fees, commissions or expenses in connection with purchases made under
the Plan, other than the current trading fee included in the open market share
price of $0.06 per share. This trading fee will not be charged to you
for shares purchased with reinvested dividends. If you direct the
Plan Administrator to sell shares of common stock credited to your account,
however, the Administrator will deduct from the sales proceeds: (1) any
applicable service fee (currently $15.00 per sale transaction) plus (2) the
applicable trading fee (currently $0.06 per share) and (3) if a wire request is
made, a wire fee (currently $25 per wire request). The current fees
are set forth in Appendix A.
PLAN
ADMINISTRATOR
Our Plan
Administrator is The Bank of New York Mellon, 480 Washington Boulevard, Jersey
City, NJ 07310.
Certain
legal matters in connection with the common stock offered hereby will be passed
upon for us by Charles L. Moore, Esq., Associate General Counsel. As
of July 31, 2009, Charles L. Moore, Esq. held options to acquire 27,500
shares of our common stock (13,991 of which were exercisable).
The
financial statements and the related financial statement schedules, incorporated
in this prospectus by reference from PNM Resources, Inc.’s Form 10-K filed
on March 2, 2009 (updated on Form 8-K filed on May 19, 2009 as to the effects of
the adoption of Statement of Financial Accounting Standards No. 160, Noncontrolling Interests in
Consolidated Financial
Statements (SFAS 160), and related disclosure in Notes 3, 9,
10, 11, and 21), and the effectiveness of PNM Resources, Inc.’s internal
control over financial reporting have been audited by Deloitte & Touche LLP,
an independent registered public accounting firm, as stated in their reports,
which are incorporated herein by reference (which reports (1) express an
unqualified opinion and include explanatory paragraphs regarding the adoption of
Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment and
Statement of Financial Accounting Standards No. 158, Employers’ Accounting for Defined Benefit
Pension and Other Postretirement Plans — an amendment of FASB Statements No.
87, 88, 106, and 132R in 2006, the adoption of Financial Accounting
Standards Board Financial Interpretation No. 48, Accounting for Uncertainty in Income
Taxes in 2007, and Statement of Financial Accounting Standards No.
157 , Fair Value
Measurements in 2008, and retrospective adjustments related to
the adoption of Statement of Financial Accounting Standards No. 160, Noncontrolling Interests in
Consolidated Financial Statements and (2) express an
unqualified opinion on the effectiveness of internal control over financial
reporting). Such financial statements and financial statement schedules
have been so incorporated in reliance upon the reports of such firm given upon
their authority as experts in accounting and auditing.
APPENDIX
A
FEE
SCHEDULE
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Enrollment
fee for new investors
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No
charge
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Initial
purchase of
shares
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Trading
fee included in share price (currently $0.06 per share), applicable when
shares are acquired by the Plan Administrator through its
broker
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Reinvestment
of
dividends
|
No
charge. We will pay the applicable trading fee when shares are
acquired by the Plan Administrator through its broker
|
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Optional
cash
investments
|
Trading
fee included in share price (currently $0.06 per share), applicable when
shares are acquired by the Plan Administrator through its
broker
|
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Sale
of shares (partial or full):
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Transaction
fee
|
$15.00
per sale transaction or liquidation
|
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Trading
fee
|
Currently
$0.06 per share
|
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Wire
fee (optional)
|
Currently
$25.00 per wire request
|
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Gift
or transfer of
shares
|
No
charge
|
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Safekeeping
of stock
certificates
|
No
charge
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|
Certificate
issuance
|
No
charge for requesting that shares be purchased in certificated form
instead of book-entry. Otherwise, $25.00 per request for a
certificate for shares originally purchased in
book-entry.
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Returned
checks or rejected automatic debit
|
$35.00
per check or transaction
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Duplicate
statements:
|
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Current
year
|
No
charge
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Prior
year(s)
|
$20.00
flat fee per request per each prior
year
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PLAN
FEES ARE AT THE DISCRETION OF PNM RESOURCES, INC. INVESTORS SHOULD
NOT RELY SOLELY ON THE ABOVE SCHEDULE AS FEES ARE SUBJECT TO
CHANGE. FOR MORE INFORMATION, PLEASE CONTACT THE PLAN ADMINISTRATOR
AT 1-877-663-7775
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
14. Other Expenses of Issuance and
Distribution.
The
following table sets forth the costs and expenses payable in connection with the
distribution of the securities being registered. All amounts are
estimated.
|
|
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Amount
to Be
Paid
Per Offering
|
|
SEC
registration fee
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$
|
1,208.10
|
|
Printing
fees
|
|
--
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Accounting
fees and expenses
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1,500.00
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Legal
fees and expenses
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10,000.00
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Total
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$
|
12,708.10
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Item 15. Indemnification of Directors and
Officers.
Section 6
of Article II of PNM Resources, Inc.’s Bylaws 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,
by-laws, 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.
We have 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,
Inc. out of its foregoing indemnification provisions, subject to certain
exclusions and to the policy limits.
Item 16. Exhibits and Financial Statement
Schedules.
The
following exhibits are included herein or incorporated herein by
reference:
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Exhibit
Number
|
Exhibit
Description
|
|
4.1
|
Second Amended and
Restated PNM Resources, Inc. Direct Plan (incorporated by reference to
Exhibit 99.1 to PNM Resources, Inc.’s Current Report on
Form 8-K filed August 31,
2006.
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5.1
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Opinion of Charles L.
Moore, Esq.
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23.1
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Consent of Deloitte
& Touche LLP, Independent Registered Public Accounting
Firm
|
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23.2
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Consent of Charles L.
Moore, Esq. (included in Exhibit 5.1 to this Registration
Statement)
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24.1
|
Powers of Attorney
(included on page II-5 of this Registration
Statement)
|
(a) The
undersigned registrant hereby undertakes:
(1) To file, during
any period in which offers or 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 the 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
Securities and Exchange Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% 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 paragraphs (i),
(ii) and (iii) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Securities and Exchange 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) that is part of the registration statement.
(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) That, for the
purpose of determining liability under the Securities Act of 1933 to any
purchaser:
(i) Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) 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
(ii) Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) 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) 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 a part of the
registration statement or made in any such document immediately prior to such
effective date.
(5) 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;
(ii) 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;
(iii) 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
(iv) Any
other communication that is an offer in the offering made by the undersigned
registrant to the purchaser.
(b) The
undersigned registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the registrant’s
annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee benefit plan’s
annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement 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.
(c) Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers or controlling persons of the registrant
pursuant to the provisions described under Item 15 above, 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
Securities Act of 1933 and is, therefore unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-3 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 August 10, 2009.
PNM RESOURCES,
INC.
By: /s/
Jeffry
E.
Sterba
Jeffry E. Sterba
Chairman, President and
Chief Executive Officer
KNOW ALL
PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby
constitutes and appoints, jointly and severally, Jeffry E. Sterba,
Charles N. Eldred and Thomas G. Sategna and each of them acting
individually, as his or her attorney-in-fact, each with full power of
substitution, for him or her any and all capacities, to sign any and all
amendments (including, without limitation, post-effective Amendments and any
amendments or abbreviated registration statements increasing the amount of
securities for which registration is being sought) to this registration
statement, with all exhibits and any and all documents required to be filed with
respect thereto, with the Securities and Exchange Commission or any regulatory
authority, granting unto such 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 order to effectuate the same as fully to
all intents and purposes as he or she might or could do if personally present,
hereby ratifying and confirming all that such attorneys-in-fact and agents, or
any of them, or their substitute or substitutes, may lawfully do or cause to be
done.
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 dates
indicated.
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Signature
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Title
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Date
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/s/ Jeffry
E. Sterba
Jeffry E. Sterba
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Chairman
and Chief Executive Officer; Director
(Principal
Executive Officer)
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August
10, 2009
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/s/ Charles
N. Eldred
Charles N. Eldred
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Executive
Vice President and
Chief
Financial Officer
(Principal
Financial Officer)
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August
10, 2009
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/s/
Thomas
G. Sategna
Thomas
G. Sategna
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Vice
President and Corporate Controller
(Principal
Accounting Officer)
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August
10, 2009
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/s/ Adelmo
E. Archuleta
Adelmo
E. Archuleta
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Director
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August
10, 2009
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|
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/s/
Julie
A.
Dobson
Julie A. Dobson
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Director
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August
10, 2009
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/s/
Robert
R. Nordhaus
Robert R. Nordhaus
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Director
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August
10, 2009
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/s/ Manuel
T.
Pacheco
Manuel T. Pacheco
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Director
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August
10, 2009
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/s/ Robert
M. Price
Robert
M. Price
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Director
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August
10, 2009
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/s/ Bonnie
S.
Reitz
Bonnie S. Reitz
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Director
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August
10, 2009
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/s/ Donald
K. Schwanz
Donald K. Schwanz
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Director
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August
10, 2009
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/s/ Joan
B.
Woodard
Joan B. Woodard
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Director
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August
10, 2009
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