UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITES EXCHANGE ACT OF 1934
Date of Report (Date of earliest events reported) November 30, 2001
------------------
(November 19, 2001)
------------------
PUBLIC SERVICE COMPANY OF NEW MEXICO
------------------------------------
(Exact name of registrant as specified in its charter)
New Mexico Commission 85-0019030
---------------------------- -----------------------
(State or Other Jurisdiction File Number 1-6986 (I.R.S. Employer
of Incorporation) Identification) Number)
Alvarado Square, Albuquerque, New Mexico 87158
---------------------------------------- -----
(Address of principal executive offices) (Zip Code)
(505) 241-2700
--------------
(Registrant's telephone number, including area code)
------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Item 5. Other Events
Western Resources Litigation
Reference is made to the discussion in Note 8, "Western Resources
Acquisition," to the unaudited consolidated financial statements contained in
the Company's Form 10-Q for the quarter ended September 30, 2001 of certain
pending litigation brought by Public Service Company of New Mexico (the
"Company") in New York state court against Western Resources, Inc. ("Western
Resources") in connection with the Agreement and Plan of Restructuring and
Merger dated November 8, 2000 to which the Company and Western Resources, among
others, are parties. On November 19, 2001, Western Resources moved to dismiss or
stay the Company's complaint. In its motion, Western Resources contends that the
Company's claims against Western Resources are not yet ripe for judicial
resolution. The Company intends to vigorously oppose this motion.
On November 19, 2001, Western Resources filed suit against the Company in
New York state court seeking hundreds of millions of dollars in damages. Western
Resources makes several different claims concerning the Company's actions
surrounding the KCC rate and split-off cases including breach of contract and
breach of the implied covenant of good faith. In the suit, Western Resources
contends that the Company interfered in and failed to assist Western Resources
during the KCC proceedings resulting in the adverse orders, which are the basis
of the Company's suit. Furthermore, Western Resources contends that the Company
acted so that it would be able to derail the transaction and possibly negotiate
better terms. Western Resources further alleges that the Company has failed to
satisfy certain conditions precedent to consummating the transaction. The
Company denies that it acted inappropriately. The Company intends to continue to
pursue its suit against Western Resources and to vigorously contest the Western
suit. However, it is unable to predict the outcome of these proceedings.
SIGNATURES
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.
PUBLIC SERVICE COMPANY OF NEW MEXICO
---------------------------------------------
(Registrant)
Date: November 30, 2001 /s/ John R. Loyack
---------------------------------------------
John R. Loyack
Vice President, Corporate Controller
and Chief Accounting Officer
(Officer duly authorized to sign this report)
2