As filed with the Securities and Exchange Commission on December 16, 2002
Registration No. 333-73648
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
PUBLIC SERVICE COMPANY OF NEW MEXICO
(Exact name of Registrant as specified in its charter)
New Mexico 85-0019030
(State or other jurisdiction (I.R.S. Employer
incorporation or organization) Identification No.)
Alvarado Square
Albuquerque, New Mexico 87158
(505) 241-2700
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
First Restated and Amended Public Service Company of New Mexico
Executive Savings Plan
(Full title of the Plans)
Max Maerki
Senior Vice President and Chief Financial Officer
Public Service Company of New Mexico
Alvarado Square
Albuquerque, New Mexico 87158
(505) 241-2700
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With Copies To:
C.L. Moore
Keleher & McLeod, P.A.
414 Silver Avenue, S.W.
Albuquerque, New Mexico 87103
================================================================================
DEREGISTRATION OF UNSOLD SECURITIES
This Post-Effective Amendment No. 1 relates to the Registration Statement
(the "Registration Statement") on Form S-8 (Registration No. 333-73648) filed on
November 19, 2001 by the Public Service Company of New Mexico, a New Mexico
corporation ("PNM") to register (a) unsecured obligations of PNM to pay deferred
compensation in the future in accordance with the First Restated and Amended
Public Service Company of New Mexico Executive Savings Plan (the "Plan") and (b)
25,000 shares of the common stock of PNM issuable pursuant to the Plan.
On December 31, 2001, the Public Service Company of New Mexico, a New
Mexico corporation ("PNM"), adopted a holding company form of organizational
structure. The holding company reorganization was effected pursuant to the
Agreement and Plan of Share Exchange between PNM and PNM Resources, Inc., a New
Mexico corporation formerly known as Manzano Corporation ("PNM Resources"). This
agreement provided for, among other things, a share exchange pursuant to which
all shares of PNM common stock were exchanged on a one-for-one basis for shares
of common stock of PNM Resources (the "Share Exchange"). The stockholders of PNM
approved the Share Exchange on June 6, 2000, and the Share Exchange was
consummated on December 31, 2001. As a result of the Share Exchange, PNM became
a wholly-owned subsidiary of PNM Resources.
This Post-Effective Amendment is being filed as a result of the Share
Exchange and the subsequent adoption of the Plan by PNM Resources. Subsequent to
the Share Exchange, Plan participants who elect to receive shares of stock in
settlement of accounts invested in the hypothetical company stock fund will
receive shares of PNM Resources common stock, rather than shares of PNM common
stock. Similarly, following the Share Exchange, the performance of PNM Resources
common stock is used to determine earnings and losses on the portion of Plan
accounts invested in the hypothetical company stock fund. On November 27, 2002,
PNM Resources adopted the Plan, was substituted for PNM as the Plan's sponsor,
and assumed the unsecured obligations to pay deferred compensation to Plan
participants.
In accordance with an undertaking made by PNM in the Registration Statement
to remove from registration, by means of a post-effective amendment, any of the
securities which remain unsold at the termination of the offering, PNM hereby
removes from registration the following registered but unsold securities: (i)
the unsecured obligations to pay deferred compensation in the future to in
accordance with the Plan and (ii) 25,000 shares of PNM common stock.
Signatures
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-8 and has duly caused this post-effective
amendment to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Albuquerque, State of New Mexico, on December 16,
2002.
PUBLIC SERVICE COMPANY OF NEW MEXICO
By: /s/ J.E. Sterba
--------------------------------
J. E. Sterba, Chairman, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in their capacities and on
the dates indicated.
Signature Capacity Date
--------- -------- ----
/s/ J. E. Sterba Chairman, President and Chief December 16, 2002
------------------- Executive Officer (Principal
J. E. Sterba Executive Officer); Director
/s/ M. H. Maerki Senior Vice President and Chief December 16, 2002
------------------- Financial Officer (Principal
M. H. Maerki Financial Officer); Director
/s/ J. R. Loyack Vice President, Corporate Controller December 16, 2002
------------------- and Chief Accounting Officer
J. R. Loyack (Principal Accounting Officer)
/s/ A. A. Cobb Director December 16, 2002
-------------------
A. A. Cobb
/s/ R. J. Flynn Director December 16, 2002
-------------------
R. J. Flynn
/s/ E. Padilla, Jr. Director December 16, 2002
-------------------
E. Padilla, Jr.
/s/ W. J. Real Director December 16, 2002
-------------------
W. J. Real