AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 27, 2003
REGISTRATION NO. 333-106080
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
PRE-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------
PNM RESOURCES, INC.
(Exact name of registrant as specified in its charter)
----------
New Mexico 85-0468296
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
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)
----------
JOHN R. LOYACK
Senior Vice President and Chief Financial Officer
PNM RESOURCES, INC.
Alvarado Square
Albuquerque, New Mexico 87158
Tel: (505) 241-2700
Fax: (505) 241-2368
E-mail: jloyack@pnm.com
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------
It is respectfully requested that the Commission send copies of all
orders, notices and communications to:
CHARLES L. MOORE, ESQ. TIMOTHY MICHAEL TOY, ESQ.
KELEHER & MCLEOD, P.A. PILLSBURY WINTHROP LLP
414 Silver Avenue, S.W. One Battery Park Plaza
Albuquerque, New Mexico 87103 New York, New York 10004-1490
Tel: (505) 346-4646 Tel: (212) 858-1000
Fax: (505) 346-1345 Fax: (212) 858-1500
E-mail: clm@keleher-law.com E-mail: ttoy@pillsburywinthrop.com
----------
Approximate date of commencement of proposed sale to the public: From
time to time after this registration statement becomes effective as determined
by market conditions and other factors.
----------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.[ ]
If any of the securities being registered on this Form are to be
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 of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]________
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] __________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]__________
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
================================================================================
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS.
Exhibit No. Description of Exhibit
----------- ----------------------
1.1*** Form of Underwriting Agreement for Debt Securities.
1.2*** Form of Underwriting Agreement for Preferred Stock.
1.3*** Form of Underwriting Agreement for Purchase Contract Units.
3.1** Restated Articles of Incorporation of PNM Resources, Inc.
dated February 22, 2002 (Exhibit 3.1 to PNM Resources, Inc.'s
Annual Report on Form 10-K for the fiscal year ended December
31, 2001 in File No. 333-32170).
3.2** By-Laws of PNM Resources, Inc. with all amendments to and
including February 18, 2003 (Exhibit 3.2 to PNM Resources
Inc.'s Annual Report on Form 10-K for the fiscal year ended
December 31, 2002 in File No. 333-32170).
4.1* Form of Indenture for Debt Securities.
4.2*** Form of Officers' Certificate establishing Debt Securities
(with form of debt security attached).
4.3 Form of Purchase Contract Agreement.
4.4*** Form of Pledge Agreement.
4.5*** Form of Remarketing Agreement.
5.1 Opinion of Keleher & McLeod, P.A., counsel for PNM Resources,
Inc.
5.2 Opinion of Pillsbury Winthrop LLP.
12.1* Statement Regarding Computation of Ratio of Earnings to Fixed
Charges.
12.2* Statement Regarding Computation of Ratio of Earning to
Combined Fixed Charges and Preferred Stock Dividends.
15* Letters regarding unaudited interim financial information.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Keleher & McLeod, P.A. (to be included in Exhibit
5.1).
23.3 Consent of Pillsbury Winthrop LLP (to be included in Exhibit
5.2).
24* Power of Attorney.
25.1* Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939 of the JPMorgan Chase Bank, to act as Trustee for
the Debt Securities.
25.2 Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939 of JPMorgan Chase Bank, to act as Purchase
Contract Agent for the Purchase Contract Units.
----------
* Previously filed.
** Incorporated herein by reference as indicated.
*** To be filed by an amendment or pursuant to a report to be filed pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934, if applicable.
SIGNATURES
Pursuant to the requirements of the Securities Act, PNM Resources, Inc.
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3/A 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 27, 2003.
PNM RESOURCES, INC.
By: /s/ John R. Loyack
-------------------------
John R. Loyack
Senior Vice President and
Chief Financial Officer
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 date indicated.
Signature Title Date
--------- ----- ----
Chairman, President and Chief August 27, 2003
* Executive Officer; Director
-------------------------------- (Principal Executive Officer)
Jeffry E. Sterba
Senior Vice President and Chief August 27, 2003
/s/ John R. Loyack Financial Officer
-------------------------------- (Principal Financial Officer)
John R. Loyack
Vice President, Controller and August 27, 2003
* Chief Accounting Officer (Principal
-------------------------------- Accounting Officer)
Robin Lumney
Director August 27, 2003
--------------------------------
Adelmo E. Archuleta
* Director August 27, 2003
--------------------------------
Robert G. Armstrong
* Director August 27, 2003
--------------------------------
R. Martin Chavez
* Director August 27, 2003
--------------------------------
Julie A. Dobson
* Director August 27, 2003
--------------------------------
Joyce A. Godwin
* Director August 27, 2003
--------------------------------
Manuel T. Pacheco
* Director August 27, 2003
--------------------------------
Theodore F. Patlovich
* Director August 27, 2003
--------------------------------
Robert M. Price
* Director August 27, 2003
--------------------------------
Bonnie S. Reitz
Director August 27, 2003
--------------------------------
Joan B. Woodward
* By: /s/ John R. Loyack
--------------------------
John R. Loyack
Attorney-in-Fact
EXHIBIT INDEX
Exhibit
Number Description of Exhibits
------ -----------------------
4.3 Form of Purchase Contract Agreement.
5.1 Opinion of Keleher & McLeod, P.A., counsel for PNM Resources, Inc.
5.2 Opinion of Pillsbury Winthrop LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Keleher & McLeod, P.A. (to be included in Exhibit 5.1).
23.3 Consent of Pillsbury Winthrop LLP (to be included in Exhibit 5.2).
25.2 Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939 of JPMorgan Chase Bank, to act as Purchase Contract Agent for
the Purchase Contract Units.