As filed with the Securities and Exchange Commission on December 31, 2001
REGISTRATION NO. 333-10993
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PNM RESOURCES, INC.
(formerly known as Manzano Corporation)
(Exact name of the 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)
M.H. MAERKI
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
PNM RESOURCES, INC.
ALVARADO SQUARE
ALBUQUERQUE, NEW MEXICO 87158
(505) 241-2700
(name, address, including zip code, and telephone number, including area
code, of agent for service)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME AFTER POST-EFFECTIVE AMENDMENT NO. 2 TO THIS
REGISTRATION STATEMENT BECOMES EFFECTIVE.
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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, 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, please 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. [ ]
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The commission is requested to mail signed copies of all orders, notices and
communications to:
C. L. MOORE
KELEHER & MCLEOD, P.A.
414 Silver Avenue, S. W.
Albuquerque, New Mexico 87103
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EXPLANATORY NOTE
This Post-Effective Amendment No. 2 to Registration Statement on Form S-3 (No.
333-10993) is being filed pursuant to Rule 462(d) of the Securities Act of 1933,
as amended, solely to add an exhibit not previously filed by PNM Resources, Inc.
on October 4, 2001 with respect to such Registration Statement.
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS.
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EXHIBIT NO. DESCRIPTION
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4.1.1* Articles of Incorporation of PNM Resources, Inc.
(incorporated by reference to Exhibit B of the Registration
Statement on Form S-4, as amended, of PNM Resources, Inc.,
formerly known as Manzano Corporation, File No. 333-32170,
filed on April 18, 2000).
4.1.2** Articles of Amendment to the Articles of Incorporation of
PNM Resources, Inc., dated April 10, 2001.
4.1.3** Articles of Amendment to the Articles of Incorporation of
PNM Resources, Inc., dated July 12, 2001.
4.2** Bylaws of PNM Resources, Inc. as amended through April 17,
2001.
4.3** Form of PNM Resources, Inc. PNM Direct Plan.
5*** Opinion of Keleher & McLeod, P.A.
23.1*** Consent of Keleher & McLeod, P.A. (included in Exhibit 5).
23.2** Consent of Arthur Andersen LLP.
24** Power of attorney (See signatures page in Part II).
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* Incorporated by reference.
** Filed previously.
*** Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 December
31, 2001.
PNM RESOURCES, INC.
By: /s/ M. H. MAERKI
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M. H. Maerki
Senior Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this amendment to registration statement has been signed below by the following
persons in the capacities and on the date indicated.
SIGNATURE CAPACITY DATE
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Chairman, President and Chief
/s/ J. E. Sterba Executive Officer; Director December 31, 2001
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J. E. Sterba (Principal Executive Officer)
Senior Vice President and Chief
/s/ M. H. Maerki Financial Officer December 31, 2001
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M. H. Maerki (Principal Financial Officer)
Vice President, Corporate Controller
/s/ J. R. Loyack and Chief Accounting Officer December 31, 2001
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J. R. Loyack (Principal Accounting Officer)
/s/ R. G. Armstrong Director December 31, 2001
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R. G. Armstrong
Director
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J. A. Godwin
December 31, 2001
/s/ B. F. Montoya Director
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B. F. Montoya
/s/ T. F. Patlovich Director December 31, 2001
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T. F. Patlovich
Director
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R. M. Price
/s/ P. F. Roth Director December 31, 2001
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P. F. Roth
INDEX TO EXHIBITS
EXHIBIT NO. EXHIBIT
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4.1.1* Articles of Incorporation of PNM Resources, Inc. (incorporated
by reference to Exhibit B of the Registration Statement on
Form S-4, as amended, of PNM Resources, Inc., formerly known
as Manzano Corporation, File No. 333-32170, filed on April 18,
2000).
4.1.2** Articles of Amendment to the Articles of
Incorporation of PNM Resources, Inc., dated April 10,
2001.
4.1.3** Articles of Amendment to the Articles of
Incorporation of PNM Resources, Inc., dated July 12,
2001.
4.2** Bylaws of PNM Resources, Inc. as amended through
April 17, 2001.
4.3** Form of PNM Resources, Inc. PNM Direct Plan.
5*** Opinion of Keleher & McLeod, P.A.
23.1*** Consent of Keleher & McLeod, P.A. (included in
Exhibit 5).
23.2** Consent of Arthur Andersen LLP.
24** Power of attorney (See signatures page in Part II).
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* Incorporated by reference.
** Filed previously.
*** Filed herewith.