Form 8-K

Item 1.01 Entry into a Material Definitive Agreement.

Investment Agreement On June 6, 2005, PNM Resources, Inc. ("PNMR" or the "Company"), in conjunction with the previously-announced acquisition of TNP Enterprises, Inc. and subsidiaries ("TNP"), entered into an agreement with TNP (the "Investment Agreement") pursuant to which PNMR agreed to provide funds to TNP as necessary to enable TNP to effect (i) the repayment in full of all amounts due under the $112,500,000 Amended and Restated Credit Agreement dated as of August 28, 2003 among TNP, Canadian Imperial Bank of Commerce and the several lenders thereunder (the "TNP Credit Agreement"); and (ii) the redemption in full of (a) TNP's 14 1/2 % Senior Redeemable Preferred Stock, Series C, (b) TNP's 14 1/2 % Senior Redeemable Preferred Stock, Series D, and (c) TNP's 10.25% Senior Subordinated Notes due 2010, Series B, in each case on the redemption date of July 6, 2005. On June 6, 2005, PNMR made an equity investment of approximately $111 million in TNP pursuant to the Investment Agreement, which TNP used to repay in full amounts owing under the TNP Credit Agreement. A copy of the Investment Agreement is filed herewith as Exhibit 10.1.

Further information regarding PNMR's acquisition of TNP is disclosed in Item 2.01 below.

W. Douglas Hobbs Appointment as Officer On June 6, 2005, effective upon the closing of the acquisition by PNMR of TNP, W. Douglas Hobbs was appointed an officer of PNMR with the title of Senior Vice President, Customer and Delivery Services. Mr. Hobbs was also appointed President and CEO of Texas-New Mexico Power Company ("TNMP").

The terms of Mr. Hobbs's employment include (i) a base salary of $250,000; (ii) a target bonus of $82,500 up to a maximum of $165,000, contingent upon goal attainment and the Company's financial performance; (iii) participation in the Company's benefit and incentive plans and other arrangements in accordance with their terms; (iv) participation in the Company's long-term incentive program, including equity awards; and (v) all other such benefits which similarly situated Company Senior Vice Presidents receive.

Amendments to Certain Benefit Plans In connection with the closing of PNMR's acquisition of TNP, the PNM Resources, Inc. Executive Savings Plan II and the PNM Resources, Inc. Non-Union Severance Pay Plan were amended. The principal effect of the amendments, which were effective on the closing date of the acquisition (June 6, 2005), was to provide prior service credit for employees previously employed by the acquired entities. The PNM Resources, Inc. Non‑Union Severance Pay Plan also was amended to clarify the treatment of transferred employees and to clarify the procedures regarding the adoption of the plan by affiliates. The amendments will be filed as exhibits to PNMR's Quarterly Report on Form 10-Q for the period ended June 30, 2005.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On June 6, 2005, PNMR completed the previously-announced acquisition of TNP. Prior to the consummation of the acquisition, TNP was a privately-owned holding company based in Forth Worth, Texas. TNP's principal subsidiaries are TNMP, a regulated utility operating in Texas and New Mexico, and First Choice Power, a certified retail electric provider operating in Texas. "First Choice Power" consists of First Choice Power, L.P. and First Choice Power Special Purpose, L.P. TNMP serves approximately 49,000 electric customers in southern New Mexico and approximately 207,000 transmission and distribution

customers in Texas. First Choice Power is a competitive retail electric provider serving an additional 56,000 customers in Texas.

PNMR acquired all the outstanding common shares of TNP for approximately $87.6 million in cash and 4,326,336 shares of PNMR common stock based on a price of $20.20 per PNMR common share. The purchase price paid was based on an estimated purchase price, and, under the Stock Purchase Agreement, the final purchase price will be determined under a specified adjustment mechanism. PNMR has 45 days following the closing to propose a final purchase price, and a dispute resolution mechanism is specified in the Stock Purchase Agreement for resolving disputes regarding the final purchase price. PNMR had funded a portion of the acquisition, including the planned redemption of preferred stock and debt, through concurrent offerings on March 30, 2005 of an aggregate of approximately $353 million of securities consisting of equity units and common stock, as previously reported on its Current Report on Form 8-K dated March 31, 2005.

The forgoing description of the acquisition does not purport to be complete and is qualified in its entirety by reference to the Stock Purchase Agreement, a copy of which was previously filed with the Securities and Exchange Commission by PNMR as Exhibit 2.0 to the Current Report on Form 8-K on July 28, 2004.

A copy of the press release announcing the above acquisition is being filed as Exhibit 99.1 to this Current Report on Form 8-K.

On August 16, 2004, PNMR had announced that Cascade Investment, L.L.C. ("Cascade") had agreed to invest $100 million in equity-linked securities to be issued by PNMR. The transaction was described in a Current Report on Form 8-K filed by PNMR on August 16, 2004 with the Securities and Exchange Commission. The Unit Purchase Agreement dated as of August 13, 2004, and related exhibits were filed as exhibits to Current Report on Form 8-K dated August 18, 2004. On June 4, 2005, PNMR and Cascade amended the Unit Purchase Agreement to include a provision that the closing for the Unit Purchase Agreement shall not occur more than 35 days after the closing date under the Stock Purchase Agreement. PNMR intends to use the funds from the closing of the Unit Purchase Agreement for the redemption of TNP debt. A copy of the amendment to the Unit Purchase Agreement is filed herewith as Exhibit 99.2.

Item 3.02 Unregistered Sales of Equity Securities.

The 4,326,336 PNMR common shares described above under Item 2.01 as part of the consideration for the acquisition were not registered under the Securities Act of 1933 and were issued under the private placement exemption. The details regarding the issuance of the common stock in Item 2.01 are incorporated into this item by reference. As previously reported, the seller of TNP which received the shares was SW Acquisition, L.P.

Under the Stock Purchase Agreement, PNMR has agreed to certain registration rights with respect to the common stock. Also, pursuant to the Stock Purchase Agreement, the partners in the seller of TNP agreed to enter into certain lock-up agreements with respect to the common shares. Lock-up agreements were executed at closing which provided for a lock up of 50% of the shares until October 6, 2005, and until December 6, 2005 with respect to the remaining 50%.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of business acquired.

Financial statements of the acquired business required by this item were previously filed with the Securities and Exchange Commission by TNP Enterprises, Inc. on Form 10-K for the year ended December 31, 2004 and Form 10-Q for the period ended March 31, 2005. Pursuant to Item 9.01 (a) (4) of Form 8-K, the Company will file financial statements, if required, under cover of Form 8-K/A as soon as practicable, but not later than 71 calendar days from the date that this Form 8-K must be filed.

(b) Pro forma financial information.

The pro forma financial statements required by this item are not included with this initial report. Pursuant to Item 9 (a) (4) of Form 8-K, the Company will file such pro forma financial statements under cover of Form 8-K/A as soon as practicable, but not later than 71 calendar days from the date that this Form 8-K must be filed.

Exhibit Number Description

2.0 Stock Purchase Agreement, dated as of July 24, 2004 by and between PNMR and SW Acquisition, L.P. *

10.1 Investment Agreement dated as of June 6, 2005, between PNMR and TNP.

99.1 Press Release dated June 6, 2005.

99.2 First Supplement to Unit Purchase Agreement, dated as of June 4, 2005, between PNMR and Cascade.

* Previously filed as an exhibit to the Company's Current Report on Form 8-K dated July 28, 2004.

SIGNATURE

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.
	(Registrant)


Date: June 10, 2005	/s/ Terry R. Horn
	Terry R. Horn
	Vice President, Corporate Secretary and Treasurer
	(Officer duly authorized to sign this report)

Exhibit G to
Modified Unit Purchase Agreement

STATEMENT OF RESOLUTIONS ESTABLISHING
A SERIES OF PREFERRED STOCK OF
PNM RESOURCES, INC.

Convertible Preferred Stock, Series A

Pursuant to the provisions of NMSA 1978, Section 53-11-16 (2001), and Article IV of the Restated Articles, as amended, of PNM Resources, Inc. (the "Corporation"), the Board of Directors of the Corporation has duly adopted the following resolutions on ________, 200_, establishing a series of Preferred Stock of the Corporation and fixing the designation, preferences, privileges and voting powers of such series and the restrictions and limitations thereon:

RESOLVED, that there is hereby established a series of Preferred Stock of the Corporation with the designations, preferences, privileges and voting powers, and restrictions and limitations, as follows (capitalized terms used in these resolutions having the respective meanings specified in the Restated Articles, as amended, of the Corporation):

ARTICLE I

A. Creation, Designation and Amount of Series of Preferred Stock. A series of the Preferred Stock is hereby created as follows: The shares of such series (the "Preferred Shares") shall be designated as "Convertible Preferred Stock, Series A", and the number of shares constituting such Preferred Stock shall be five hundred thousand (500,000).

B. Dividends and Distributions. In case the Corporation shall at any time or from time to time declare, order, pay or make a dividend or other distribution (including, without limitation, any distribution of stock or other securities or property or rights or warrants to subscribe for securities of the Corporation or any of its subsidiaries by way of a dividend, distribution or spin-off) on its Common Stock, other than (i) a distribution made in compliance with the provisions of Section F of this Article I or (ii) a dividend or distribution made in Common Stock, the holders of the Preferred Shares shall be entitled (unless such right shall be waived by the affirmative vote or consent of the holders of at least two-thirds of the number of the then outstanding Preferred Shares) to receive from the Corporation with respect to each Preferred Share held, any dividend or distribution that would be received by a holder of the number of shares (including fractional shares) of Common Stock into which such Preferred Share is convertible on the record date for such dividend or distribution, with fractional shares of Common Stock deemed to be entitled to the corresponding fraction of any dividend or distribution that would be received by a whole share. Any such dividend or distribution shall be declared, ordered, paid and made at the same time such dividend or distribution is declared, ordered, paid and made on the Common Stock. No dividend or distribution shall be declared, ordered, paid or made on the Common Stock unless the dividend or distribution on the Preferred Shares provided for by this paragraph shall be declared, ordered, paid or made at the same time.

C. Conversion Rights. Each Preferred Share is convertible at the option of the holder thereof into one Conversion Unit at any time. A Conversion Unit will initially be ten (10) shares of Common Stock of the Corporation adjusted as follows:

(i) Stock splits, combinations, reclassifications etc. In case the Corporation shall at any time or from time to time declare a dividend or make a distribution on the outstanding shares of Common Stock payable in Common Stock or subdivide or reclassify the outstanding shares of Common Stock into a greater number of shares or combine or reclassify the outstanding shares of Common Stock into a smaller number of shares of Common Stock, then, and in each such event, the number of shares of Common Stock into which each Preferred Share is convertible shall be adjusted so that the holder thereof shall be entitled to receive, upon conversion thereof, the number of shares of Common Stock which such holder would have been entitled to receive after the happening of any of the events described above had such share been converted immediately prior to the happening of such event or the record date therefor, whichever is the earlier. Any adjustment made pursuant to this clause (i) shall become effective (I) in the case of any such dividend or distribution on the record date for the determination of holders of shares of Common Stock entitled to receive such dividend or distribution, or (II) in the case of any such subdivision, reclassification or combination, on the day upon which such corporate action becomes effective.

(ii) Mergers, Consolidations, Sales of Assets etc. In case the Corporation shall be a party to any transaction (including a merger, consolidation, statutory share exchange, sale of all or substantially all of the Corporation's assets, liquidation or recapitalization of the Corporation, but excluding any transaction described in clause (i) above) in which the previously outstanding Common Stock shall be changed into or, pursuant to the operation of law or the terms of the transaction to which the Corporation is a party, exchanged for different securities of the Corporation or common stock or other securities or interests in another Person or other property (including cash) or any combination of the foregoing, then, as a condition of the consummation of such transaction, lawful and adequate provision shall be made so that each holder of Preferred Shares shall be entitled, upon conversion, to an amount per share equal to (A) the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged times (B) the number of shares of Common Stock into which such share was convertible immediately prior to the consummation of such transaction. Any adjustment made pursuant to this clause (ii) shall become effective immediately upon the consummation of such transaction.

In calculating the adjustments provided in clauses (i) and (ii) above, a Conversion Unit shall include any fractional share resulting from the calculation.

The holder of any Preferred Shares may exercise such holder's right to convert each such share into a Conversion Unit by surrendering for such purpose to the Corporation, at its principal office or at such other office or agency maintained by the Corporation for that purpose, a certificate or certificates representing the Preferred Shares to be converted accompanied by a written notice stating that such holder elects to convert all or a specified whole number of such shares in accordance with the provisions of this Section C of this Article I and specifying the name or names in which such holder wishes the certificate or certificates for securities included in the Conversion Unit or Units to be issued. In case such notice shall specify a name or names other than that of such holder, such notice shall be accompanied by payment of all transfer taxes

payable upon the issuance of securities included in the Conversion Unit or Units in such name or names. Other than such taxes, the Corporation will pay any and all issue and other taxes (other than taxes based on income) that may be payable in respect of any issue or delivery of the securities and other property then included in a Conversion Unit or Units upon conversion of Preferred Shares pursuant hereto. As promptly as practicable, and in any event within three Business Days after the surrender of such certificate or certificates and the receipt of such notice relating thereto and, if applicable, payment of all transfer taxes (or the demonstration to the satisfaction of the Corporation that such taxes have been paid), the Corporation shall deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and nonassessable shares of Common Stock (or other securities included in the Conversion Unit or Units) to which the holder of Preferred Shares so converted shall be entitled and (ii) if less than the full number of Preferred Shares evidenced by the surrendered certificate or certificates are being converted, a new certificate or certificates, of like tenor, for the number of shares evidenced by such surrendered certificate or certificates less the number of shares converted. Such conversion shall be deemed to have been made at the close of business on the date of giving of such notice and such surrender of the certificate or certificates representing the Preferred Shares to be converted so that the rights of the holder thereof as to the shares being converted shall cease except for the right to receive the securities and other property included in the Conversion Unit or Units in accordance herewith, and the Person entitled to receive the securities and other property included in the Conversion Unit or Units shall be treated for all purposes as having become the record holder of such securities and other property included in the Conversion Unit or Units at such time. No holder of Preferred Shares shall be prevented from converting Preferred Shares, and any conversion of Preferred Shares in accordance with the terms of this Section C of this Article I shall be effective upon surrender accompanied by a properly completed election notice, whether or not the transfer books of the Corporation for the Common Stock are closed for any purpose.

The Corporation shall at all times reserve and keep available out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Preferred Shares, such number of shares of Common Stock as shall from time to time be sufficient to effect the conversion of all then outstanding Preferred Shares. The Corporation shall from time to time, subject to and in accordance with the Act, increase the authorized amount of Common Stock if at any time the number of authorized shares of Common Stock remaining unissued shall not be sufficient to permit the conversion at such time of all then outstanding Preferred Shares.

Whenever the number of shares of Common Stock and other property comprising a Conversion Unit into which each Preferred Share is convertible is adjusted as provided in this Section C of this Article I, the Corporation shall promptly mail to the holders of record of the outstanding Preferred Shares at their respective addresses as the same shall appear in the Corporation's stock records a notice stating that the number of shares of Common Stock and other property comprising a Conversion Unit into which each Preferred Share is convertible has been adjusted and setting forth the new number of shares of Common Stock (or describing the new stock, securities, cash or other property) into which each Preferred Share is convertible, as a result of such adjustment, a brief statement of the facts requiring such adjustment and the computation thereof, and when such adjustment became effective.

D. Voting Rights. The holders of the Preferred Shares shall have the following voting rights:

(1) Without first obtaining the consent or approval of the holders of a majority of the then-outstanding Preferred Shares, voting as a separate class, the Corporation will not amend the

provisions of the Articles of Incorporation of the Corporation in any manner which would have an adverse impact on the rights and privileges of the Preferred Shares.

(2) Except as set forth herein, or as otherwise provided by law, holders of the Preferred Shares shall have no voting rights.

(3) Each outstanding Preferred Share, voting as a single class with the Common Stock, shall be entitled to the number of votes to which the number of shares of Common Stock comprising a Conversion Unit are entitled on all matters submitted to a vote of holders of Common Stock at a meeting of shareholders other than for the election of Directors of the Corporation.

E. Reacquired Shares. Any Preferred Shares converted, purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and canceled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock subject to the conditions and restrictions on issuance set forth herein, in the Articles of Incorporation, or in any Articles of Amendment or Board Resolutions creating a series of Preferred Stock or any similar stock or as otherwise required by law.

F. Liquidation, Dissolution or Winding Up. Upon any involuntary or voluntary liquidation, dissolution, recapitalization, winding-up or termination of the Corporation, the assets of the Corporation available for distribution to the holders of the Corporation's capital stock shall be distributed in the following priority, with no distribution pursuant to the second priority until the first priority has been fully satisfied and no distribution pursuant to the third priority until the first and second priorities have both been fully satisfied, FIRST, to the holders of the Preferred Shares for each Preferred Share, a liquidation preference of $1.00 per share, SECOND, to the holders of Common Stock, ratably, an amount equal to (i) $1.00 divided by the number of shares of Common Stock then comprising a Conversion Unit, multiplied by (ii) the number of shares of Common Stock then outstanding, and THIRD, to the holders of the Preferred Shares and the Common Stock (ratably, on the basis of the number of shares of Common Stock then outstanding and, in the case of the Preferred Shares, the number of shares of Common Stock then comprising a Conversion Unit multiplied by the total number of Preferred Shares outstanding), all remaining assets of the Corporation available for distribution to the holders of the Corporation's capital stock.

Neither the consolidation, merger or other business combination of the Corporation with or into any other Person or Persons nor the sale, lease, exchange or conveyance of all or any part of the property, assets or business of the Corporation to a Person or Persons, shall be deemed to be a liquidation, dissolution or winding up of the Corporation for purposes of this Section F of this Article I.

G. Redemption. The Preferred Shares are not subject to redemption at the option of the Corporation nor subject to any sinking fund or other mandatory right of redemption accruing to the holders thereof.

RESOLVED FURTHER, that: (i) the Corporation shall file in the office of the New Mexico Public Regulation Commission the statement prescribed by NMSA 1978, Section 53-11-16.D; and (ii) upon such filing, the resolution establishing and designated the Preferred Stock of the "Convertible Preferred Stock, Series A" series and determining the relative rights and

preferences thereof, shall become effective and constitute an amendment to the articles of incorporation of the Corporation.

IN WITNESS WHEREOF, the Corporation has caused this Statement of Resolutions to be executed this _____ day of __________, 200_.

PNM RESOURCES, INC.

By:_____________________________

J. E. Sterba, Chairman,
President and Chief Executive Officer

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)		June 10, 2005
		(June 6, 2005)


Commission	Name of Registrants, State of Incorporation,		I.R.S. Employer
File Number	Address and Telephone Number		Identification No.

333-32170	PNM Resources, Inc.		85-0468296
	(A New Mexico Corporation)
	Alvarado Square
	Albuquerque, New Mexico 87158
	(505) 241-2700


______________________________

(Former name, former address and former fiscal year, if changed since last report)

PNM Resources Completes Acquisition of TNP Enterprises

Albuquerque, New Mexico June 6, 2005

Section 1.14. Regulatory Statement.