-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TyQGl4rmUCjo9NLnOYbLVopZ94Jrf1KwZEeY4V1OeSt7+OPx8zQWPiWGP1H02Pbk sOMS7rRo/M7xZSZvJbRuRA== /in/edgar/work/20000612/0000081023-00-000021/0000081023-00-000021.txt : 20000919 0000081023-00-000021.hdr.sgml : 20000919 ACCESSION NUMBER: 0000081023-00-000021 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000612 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PUBLIC SERVICE CO OF NEW MEXICO CENTRAL INDEX KEY: 0000081023 STANDARD INDUSTRIAL CLASSIFICATION: [4931 ] IRS NUMBER: 850019030 STATE OF INCORPORATION: NM FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: SEC FILE NUMBER: 001-06986 FILM NUMBER: 653500 BUSINESS ADDRESS: STREET 1: ALVARADO SQUARE, MS2706 CITY: ALBUQUERQUE STATE: NM ZIP: 87158 BUSINESS PHONE: 5058482700 DEFA14A 1 0001.txt DEFINITIVE ADDITIONAL MATERIALS SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [_] Check the appropriate box: [_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6 (E) (2) ) [_] Definitive Proxy Statement [X] Definitive Additional Materials [_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12 Public Service Company of New Mexico ---------------------------------------------------------- (Name of Registrant as Specified In Its Charter) ---------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [_] Fee computed on table below per Exchange Act Rules 14a-6(i) (4) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: Public Service Company of New Mexico Alvarado Square MS-1104 Albuquerque, NM 87158 505 241-2700 June 12, 2000 To Our Stockholders: At PNM's Annual Meeting held on June 6, shareholders approved three of the company's four proposals that were on this year's proxy statement/ prospectus dated April 24, 2000. Shareholders approved the company's proposed Agreement and Plan of Share Exchange to form a holding company; elected directors Robert G. Armstrong, Theodore F. Patlovich and Paul F. Roth; and approved the appointment of Arthur Andersen LLP as independent public accountants for the current year. The meeting was then adjourned with the vote delayed on PNM's proposal for the Manzano Corporation Omnibus Performance Equity Plan. The adjournment provides additional time to inform all shareholders about the changes your Board has decided to make to the Plan and to continue to solicit proxies on this proposal. The meeting will reconvene at 9:00 A.M. Mountain Daylight Time on June 26, 2000, at the South Broadway Cultural Center, 1025 Broadway S.E., Albuquerque, N. M., to vote on the Plan and conclude the Annual Meeting. The date for determining the holders of PNM common stock entitled to vote at the reconvened meeting remains the close of business on April 17, 2000. In order to provide clarity on the issue of repricing of granted options and to reduce the potential dilutive effect of the original proposal, for the Omnibus Performance Equity Plan, the Board has agreed to make the following changes to the Plan: 1. Require shareholder approval for the repricing of underwater options. 2. Reduce the number of shares reserved for the plan from 5 million to 2.5 million. 3. Limit the grant of restricted stock, performance shares and performance units to a total of 500,000 shares. Based on the above changes, if you wish to cast an original vote or change your vote on the Omnibus Performance Equity Plan, please contact PNM Shareholder Services at 1-800-545-4425 and we will provide you with a proxy card. Any new or changed vote must be received before the meeting is reconvened or you may vote in person at the reconvened meeting. YOU DO NOT NEED TO CALL IF YOU HAVE ALREADY VOTED AND DO NOT WISH TO CHANGE YOUR VOTE OR IF YOU INTEND TO VOTE IN PERSON AT THE RECONVENED MEETING. As of the date of this letter, our Board of Directors does not know of any other matters to be submitted to the reconvened meeting. If any other matter is presented, proxy holders will vote on the matter in their discretion. This letter is first being mailed to shareholders on or about June 12, 2000. Thank you for your consideration of these issues. By Order of the Board of Directors /s/ Patrick T. Ortiz - ---------------------------------------------------- Patrick T. Ortiz Senior Vice President, General Counsel and Secretary -----END PRIVACY-ENHANCED MESSAGE-----