UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest events reported) May 19, 2004
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(May 18, 2004)
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Commission Name of Registrants, State of Incorporation, I.R.S. Employer
File Number Address and Telephone Number Identification No.
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333-32170 PNM Resources, Inc. 85-0468296
(A New Mexico Corporation)
Alvarado Square
Albuquerque, New Mexico 87158
(505) 241-2700
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(Former name, former address and former fiscal year,
if changed since last report)
Item 5. Other Events
On May 18, 2004, PNM Resources, Inc. (the "Company") issued a press release
announcing a 3-for-2 stock split of its common stock ("Stock Split") and the
quarterly stock dividend approved by its Board of Directors. The press release
is furnished herewith as Exhibit 99.1 and incorporated by reference herein. As a
result of the 3-for-2 Stock Split, the number of shares of common stock
registered under the following registration statements of the registrant will be
proportionately increased upon completion of the Stock Split on June 11, 2004:
Registration Statements on Form S-8 (File No. 333-100184; File No. 333-76288;
File No. 333-88372; File No. 333-03289-99; File No. 333-76316; File No.
333-03303-99; File No. 333-61598-99; File No. 333-113684).
Registration Statements on Form S-3 (File No. 333-100186; File No. 333-10993-99;
File No. 333-106080).
EXHIBIT INDEX
Exhibit Number Description
99.1 Press Release dated May 18, 2004.
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EXHIBIT 99.1
PNM Resources Announces 3-for-2 Stock Split;
Maintains Common Stock Dividend
ALBUQUERQUE, N.M., May 18, 2004 - The Board of Directors of PNM Resources (NYSE:
PNM) has approved a 3-for-2 stock split. On June 11, 2004, PNM Resources
shareholders will receive one additional share of PNM Resources common stock for
every two shares held on June 1, 2004. PNM Resources common stock will begin
trading on a split-adjusted basis on June 14, 2004.
"We expect that the split should enhance the market liquidity of our stock
helping to expand our investor base with a strong focus on growing our retail
ownership levels," said PNM Resources Chairman, President and Chief Executive
Officer Jeff Sterba. "This stock split recognizes PNM's continuing success and
reflects the Board and management's confidence in our prospects for future
growth."
The PNM Resources Board of Directors also approved a quarterly common stock
dividend of $0.16 per share, payable on August 13, 2004, to shareholders of
record on August 2, 2004. Adjusted for the effect of the planned stock split,
the dividend is equivalent to the $0.24 per share dividend paid in the previous
quarter.
"We intend to maintain and grow the company's cash dividend as we grow our
business," Sterba said.
PNM Resources has continued to report positive earnings results over recent
years. Retained earnings increased 120.8 percent over the five years from 1999
through the end of 2003. Earlier this year, both Standard & Poor's and Moody's
Investors Services upgraded PNM's corporate credit rating.
As a result of the 3-for-2 stock split, stockholders will receive, at the close
of business on June 11, 2004, one additional share of PNM Resources common stock
for every two shares owned on the record date of June 1, 2004. On June 14, 2004,
PNM Resources shares will trade on the New York Stock Exchange (NYSE) on the new
split-adjusted basis.
Mellon Investor Services, the company's stock transfer agent, will issue full
and fractional shares through book entry for all shareholders, including those
who hold certificates for their shares. On June 11, 2004, the transfer agent
will mail new statements to our shareholders of record on June 1, 2004
reflecting the additional shares issued to each shareholder in book entry form
due to the stock split.
The split will increase the number of outstanding shares of PNM Resources common
stock from about 40.3 million today to more than 60 million after the
transaction is completed. Because the stock split will apply to each share of
outstanding common stock on record, ownership concentrations are not affected by
the stock split.
Shareholders who have PNM Resources stock certificates should retain those
certificates. The transfer agent will mail new certificates to those
shareholders who request them following the stock split.
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EXHIBIT 99.1 (Continued)
PNM Resources ascribes no monetary value to this transaction. Receipt of the
share distribution does not constitute taxable income or gain. Accordingly,
there will be no tax payable by U.S. shareholders as a result of the split.
Shareholders are advised to consult their tax advisors for further information.
PNM Resources is an energy holding company based in Albuquerque, New Mexico.
PNM, the principal subsidiary of PNM Resources, serves about 460,000 natural gas
customers and 400,000 electric customers in New Mexico. The company also sells
power on the wholesale market in the Western U.S. PNM Resources stock is traded
primarily on the NYSE under the symbol PNM. For more information about our
company, see our Web site at www.PNM.com.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
Statements made in this filing and documents the Company files with the SEC that
relate to future events or the Company's expectations, projections, estimates,
intentions, goals, targets and strategies are made pursuant to the Private
Securities Litigation Reform Act of 1995. You are cautioned that all
forward-looking statements are based upon current expectations and estimates and
the Company assumes no obligation to update this information. Because actual
results may differ materially from those expressed or implied by the
forward-looking statements, PNM Resources cautions you not to place undue
reliance on these statements. Many factors could cause actual results to differ,
and will affect the Company's future financial condition, cash flow and
operating results. These factors include interest rates, weather, fuel costs,
changes in supply and demand in the market for electric power, wholesale power
prices, market liquidity, the competitive environment in the electric and
natural gas industries, the performance of generating units and transmission
system, state and federal regulatory and legislative decisions and actions, the
outcome of legal proceedings and the performance of state, regional and national
economies. For a detailed discussion of the important factors that affect PNM
Resources and that could cause actual results to differ from those expressed or
implied by our forward-looking statements, please see "Management's Discussion
and Analysis of Financial Condition and Results of Operations" in the Company's
current and future Annual Reports on Form 10-K and Quarterly Reports on Form
10-Q and the Company's current and future Current Reports on Form 8-K, filed
with the SEC.
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PNM RESOURCES, INC.
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(Registrant)
Date: May 19, 2004 /s/ Thomas G. Sategna
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Thomas G. Sategna
Vice President and Corporate Controller
(Officer duly authorized to sign this report)
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