As filed with the Securities and Exchange Commission on April 1, 2008
15, 2011
333-
New Mexico | 85-0019030 | ||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
15, 2011 600,000,000 3. ABOUT THIS PROSPECTUS documents as described below under “Where You Can Find More Information.” part of this prospectus, unless it is updated or superseded by the information contained in this prospectus or the information we file subsequently with the SEC that is incorporated by reference in this prospectus or a prospectus supplement. We are incorporating by reference the following documents that we have filed with the SEC (except those portions of filings that relate to PNMR or TNMP as separate registrants), other than any information in these documents that is deemed not to be “filed” with the SEC: year ended December 31, 2008 future unsecured and unsubordinated obligations. However, debt to capital requirements in certain of our financial instruments and regulatory agreements would limit the amount of additional debt we could issue. Indenture which cannot be modified or amended without the consent of the holder of each outstanding SUN of the series affected. However, if a default occurs and continues with respect to more than one series of SUNs, the holders of a majority in aggregate principal amount of the outstanding SUNs of all such series, considered as one class, have the right to waive the default, and not the holders of the SUNs of any one such series. Upon any waiver, the default ceases to exist, and any and all events of default arising therefrom is deemed to have been cured, for every purpose of the Indenture; but no waiver will extend to any subsequent or other default or impair any right consequent thereon. (See Section 5.13) agreement. any profit made by them on the resale of the SUNs may be treated as underwriting discounts and commissions under the Securities Act. Any underwriters or agents will be identified and their compensation from us will be described in the applicable prospectus supplement. such offering. the Securities Exchange Act of 1934, if applicable. provided, however,T. Ortiz,V. Apodaca, Esq.241-2896
241-2898Jill M. Webb, Esq.Troutman Sanders LLP1001 Haxall PointRichmond, Virginia 23219Tel. 804-697-1200804-698-5198Fax. 505-241-2393505-241-2338 Title of Each Class of
Securities to be RegisteredAmount
to be
RegisteredProposed Maximum
Offering Price
Per Unit(1)Proposed Maximum
Aggregate
Offering Price(1)Amount of
Registration Fee Debt Securities $ 750,000,000 100 % $ 750,000,000 (2) $ 29,475 (3) $600,000,000 100% (1) Estimated solely for the purpose of calculating the registration fee. (2) Exclusive of accrued interest, if any. (3) PursuantAs discussed in the paragraph below, pursuant to Rule 429415(a)(6) under the Securities Act of 1933, this registration statement includes, as of the prospectus contained herein will be used as a combined prospectusdate of filing of this registration statement, $600,000,000 of unsold securities that had previously been registered and will relate to an aggregate of $950,000,000 principal amount offor which the registration fee had previously been paid. Accordingly, no additional registration fee is due since no additional securities consisting of (a) the $750,000,000 aggregate principal amount of securitiesare being registered hereby and (b) $200,000,000 aggregate principal amount of securities that are as yet unsold that previously were registered under the Company’s Registration Statement on Form S-3 (No. 333-106079) that was initially filed with the Commission on June 12, 2003. This Registration Statement constitutes Post-Effective Amendment No. 1 to Registration Statement No. 333-106079, which shall become effective concurrently with this Registration Statement in accordance with Section 8(c) of the Securities Act of 1933.registration statement.Table of ContentsThese securitiesWe may not be soldsell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell northese securities, and it is it seekingnot soliciting an offer to buy these securities in any state where the offer or sale is not permitted.1, 2008950,000,000$950,000,000$600,000,000 of our senior unsecured notes. We will specify the principal amount of senior unsecured notes being offered and the underwriters, dealers or agents, if any, for the offering, together with the terms and conditions for such offering, the public offering price, the underwriting discounts and commissions or other fees and our net proceeds from the sale thereof, in supplements to this prospectus. You should read both the prospectus and the applicable prospectus supplement carefully before you invest.‘‘Risk Factors’’“Risk Factors” on page 1.passed upon the accuracydetermined if this prospectus is truthful or adequacy of this prospectus.complete. Any representation to the contrary is a criminal offense.2008.
2011. Page Prospectus About this Prospectus 1About this ProspectusWhere You Can Find More Information12Risk Factors1Public Service Company of New Mexico 13Risk Factors 3 Forward-Looking Statements 3 Use of Proceeds 14Ratio of Earnings to Fixed Charges 2526Plan of Distribution 1317Legal Matters 1418Experts 14Where You Can Find More Information1518Table of Contents‘‘shelf’’“shelf” registration process. Under this shelf registration process, we may sell the securities described in this prospectus in one or more offerings up to a total dollar amount of $950,000,000.$600,000,000. This prospectus provides you with a general description of the securities that we may offer. Each time we offer any of the securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with additional informationthe documents that are incorporated by reference herein that are described under the heading ‘‘Where“Where You Can Find More Information.’’For more detailed information aboutInformation” before investing in the securities, you can readsecurities. This prospectus contains summaries of certain provisions contained in some of the documents described in this prospectus. Please refer to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of the documents referred to in this prospectus have been filed, or will be filed or incorporated by reference as exhibits to the registration statement. Those exhibits have been either filed with the registration statement or with our other SEC filings incorporated by reference in the registration statement.We are not offering the senior unsecured notes in any jurisdiction where the offer is not permitted.You should not assume that the information inof which this prospectus or any prospectus supplement is accurate as of any date other than the date on the front of eacha part, and you may obtain copies of those documents.‘‘PNM’’“PNM”, ‘‘we’’“we”, ‘‘our’’“our”, ‘‘us’’“us”, or similar references mean Public Service Company of New Mexico and all of its subsidiaries.RISK FACTORSInvesting in our senior unsecured notes involves risk. Before you invest in our senior unsecured notes, youcarefully considerrely only on the risks set forth in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2007, which isinformation contained or incorporated by reference in this prospectus. See also ‘‘Whereprospectus, any applicable prospectus supplements and any free writing prospectus prepared by or on behalf of us. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You Can Find More Information’’ about future filings which we will make withshould assume that the SEC, some of which may contain additional risk factors,information appearing in this prospectus, any applicable prospectus supplement, any free writing prospectuses and arethe documents incorporated by reference into this prospectus. If anyis accurate only as of the risks actually occurs, ourrespective dates of those documents in which the information is contained. Our business, financial condition, results of operations and cash flowsprospects may have changed since those dates.harmed.Our Annual Report on Form 10-K for the fiscal year ended December 31, 2010 as filed on March 1, 2011; PNMR’s Proxy Statement on Schedule 14A as filed on April 5, 2011; and Our Current Reports on Form 8-K as filed on March 1, 2011 and March 31, 2011. gas, and unregulated operations primarily focused on the sale and marketing of electricity in the western United States.gas. PNM is a wholly-owned subsidiary of PNM Resources, Inc. (‘‘PNMR’’),PNMR, an investor-owned holding company of energy and energy-related businesses.● Conditions affecting our ability to access the financial markets and our ability to negotiate new credit facilities for those expiring in 2012, including actions by ratings agencies affecting our credit ratings, ● The impacts of the decline in the values of marketable equity securities on the trust funds maintained to provide nuclear decommissioning funding and pension and other postretirement benefits, including the levels of funding and expense, ● The recession, its disruption in the credit markets, and its impacts on the electricity usage of our customers, ● State and federal regulatory and legislative decisions and actions, including the outcomes of our pending electric rate case and transmission rate case, and appeals of prior regulatory proceedings, ● Our ability to successfully defend the utilization of a future test year in our current electric rate filing with the New Mexico Public Regulation Commission (“NMPRC”), including our ability to withstand challenges by regulators and intervenors, in the event the pending stipulation in that case is not approved, ● Our ability to recover our costs and earn our allowed returns in our regulated jurisdictions, ● Our ability to meet the renewable energy requirements established by the NMPRC, including the resource diversity requirement, within the specified cost parameters, ● The risk that replacement power costs incurred by us related to not meeting the specified capacity factor for The risk that we may not be able to recover costs of renewal of rights-of-way on Native American lands through rates charged to customers, ● Regulation or legislation relating to climate change, reduction of greenhouse gas emissions, coal combustion byproducts, and other power plant emissions, including the risk that we may have to commit to substantial capital investments and additional operating costs to comply with new environmental requirements including possible future requirements to address regional haze regulations and related Best Available Retrofit Technology requirements and concerns about global climate change, and the resultant impacts on the operations and economic viability of generating plants in which we have interests, ● The performance of our generating units, including the Palo Verde Nuclear Generating Station, the San Juan Generating Station, and the Four Corners Power Plant, and transmission systems, ● The risks associated with completion of generation, transmission, distribution, and other projects, including construction delays and unanticipated cost overruns, ● Uncertainty regarding the requirements and related costs of decommissioning power plants owned or partially owned by us and coal mines supplying certain of our power plants, as well as the ability to recover decommissioning costs through rates charged to customers, ● Uncertainty surrounding the status of our participation in jointly-owned projects resulting from the scheduled expiration of the operational documents for the projects beginning in 2015 and potential changes in the objectives of the participants in the projects, ● The risk that recently enacted reliability standards regarding available transmission capacity may reduce certain of our transmission rights used to transmit our generation resources and provide access to transmission customers resulting in a need to purchase additional transmission capacity, reduce sales of transmission capacity, or operate generation less economically, ● Collections experience, ● Fluctuations in interest rates, ● Weather, ● Water supply, ● Changes in fuel costs, ● Availability of fuel supplies, ● The effectiveness of risk management and commodity risk transactions, ● Seasonality and other changes in supply and demand in the market for electric power, ● The impact of mandatory energy efficiency measures on customer energy usage, ● Variability of wholesale power prices and natural gas prices, ● Volatility and liquidity in the wholesale power markets and the natural gas markets, ● Uncertainty regarding the ongoing validity of government programs for emission allowances, ● Changes in the competitive environment in the electric industry, ● The outcome of legal proceedings, ● Insurance coverage available for claims made in litigation, ● Changes in applicable accounting principles, and ● The performance of state, regional, and national economies. Table of ContentsYear Ended December 31, 2007 2006 2005 2004 2003 1.42 2.33 1.80 2.94 2.01 Our 2010 2009 2007 2006 is computed by dividing our earnings by our fixed charges. Forof 1.00 amounted to $83.9 million for the purposes of such computations:• earnings consist of earnings from continuing operations before income taxes plus fixed charges, less capitalized interest;• fixed charges consist of the continuing operations portions of interest expensed and capitalized, amortization of debt discount, premium and capitalized expenses related to indebtedness and estimated interest costs within rental expense; and• our natural gas operations are treated as discontinued operations for financial reporting and, accordingly, the earnings and portions of the fixed charges attributable to our natural gas operations are excluded from the ratio of earning to fixed charges.Trustee)“Trustee”). This indenture, as it may be amended and supplemented from time to time, is referred to in this prospectus as the Indenture.‘‘Description“Description of Senior Unsecured Notes,’’” such provisions or defined terms are incorporated by reference herein. The Indenture is qualified under the Trust Indenture Act of 1939. You should refer to the Trust Indenture Act of 1939 for provisions that apply to the SUNs.• the title of the SUNs; • the total principal amount of the SUNs; Table of Contents• the person or persons to whom interest payments are made, if other than the registered holder; • the date or dates on which the principal of the SUNs will be payable, how the dates will be determined; • the rate or rates at which the SUNs will bear interest, if any, and how the rate or rates will be determined; • the date or dates from which interest on the SUNs will accrue, the interest payment dates on which interest will be paid, and the record dates for the interest payments; • the right, if any, to extend the interest payment periods for the SUNs and the duration of the extension; • the place or places at which or methods by which payments will be made; • whether we have the option to redeem the SUNs and, if so, the terms of our redemption option; • any sinking fund or other provisions or options held by holders of the SUNs that would obligate us to repurchase or otherwise redeem the SUNs; • if the SUNs will be issued in denominations other than $1,000 and integral multiples thereof; • any index or formula used for determining principal, premium or interest; • the currency or currencies in which payments will be made if other than United States dollars, and the manner of determining the equivalent of those amounts in United States dollars; • if payments may be made on any of the SUNs, at our election or at the holder’s election, in a currency or currencies other than that in which the SUNs are stated to be payable, then the currency or currencies in which those payments may be made, the terms and conditions of the election and the manner of determining those amounts; • the portion of the principal payable upon acceleration of maturity, if other than the entire principal; • if the principal payable on the maturity date will not be determinable on one or more dates prior to the maturity date, the amount which will be deemed to be such principal amount as of any such date or the manner of determining such amount; • whether the provisions described below under ‘‘Discharge,“Discharge, Defeasance and Covenant Defeasance’’Defeasance” will apply to the SUNs;• whether the SUNs will be issuable as global securities and, if so, the securities depositary; • any changes or additions to the events of default under the Indenture or changes or additions to our covenants under the Indenture; and • any other terms of the SUNs not inconsistent with the terms of the Indenture. ‘‘—“ - Restrictions on Liens and —- Restrictions on Sale and Lease-Back Transactions,’’” the Indenture contains certain limitations on our ability to create liens and enter into sale and leaseback transactions. Such limitations do not afford holders of the SUNs protection in the event of a highly leveraged or other transaction involving us that may adversely affect the holders of the SUNs. The Indenture does not limit our ability to pay dividends or limit our ability to incur other unsecured and unsubordinated debt ranking equally with all of our existing andTable of Contents• may not have the global security or any of the SUNs it represents registered in their names; • may not receive or be entitled to receive physical delivery of certificated SUNs in exchange for the global security; and • will not be considered the owners or holders of the global security or any of the SUNs it represents for any purposes under the SUNs or the Indenture. ‘‘participants’’“participants” in this discussion, and to persons that hold beneficial interests through participants. When a global security representing SUNs is issued, the securities depositary will credit on its book entry, registration and transfer system the principal amounts of SUNs the global security represents to the accounts of its participants. Ownership of beneficial interests in a global security will be shown only on, and the transfer of those ownership interests will be effected only through, records maintained by:• the securities depositary, with respect to participants’ interests; and • any participant, with respect to interests the participant holds on behalf of other persons. • PNM; • the Trustee; or • an agent of either of them.Table ● an agent of Contentseither of them.• any SUN during a period of 15 days prior to giving any notice of redemption; or • any SUN selected for redemption except the unredeemed portion of any SUN being redeemed in part. • Mortgages on any property existing at the time we acquired it; • Mortgages on property of a corporation with which we consolidated or merged or which transfers or leases all or substantially all of its properties to us; Table of Contents• Mortgages on property to secure all or part of the cost of acquiring, constructing, developing, or substantially repairing, altering, or improving the property, or to secure indebtedness incurred to provide funds for any of these purposes or for the reimbursement of funds previously expended for any of these purposes if created within a certain period; • Mortgages in favor of the United States of America or any State thereof, or any department, agency, or instrumentality or political subdivision of the United States of America or any State thereof, or for the benefit of holders of securities issued by any such entity, to secure any Debt incurred for the purpose of financing all or any part of the purchase price or the cost of constructing, developing or substantially repairing, altering, or improving the property subject to such Mortgages; • Mortgages on any property (x) which, at any time subsequent to January 1, 1985 through the date of the Indenture, was leased to us, or (y) pursuant to the terms of any lease to us in effect at any time subsequent to January 1, 1985 through the date of the Indenture, title to which would not have been vested in us (assuming that the lease remained in effect on the date of determination as the lease was in effect immediately prior to the date of the Indenture); • the extension, renewal or replacement of any Mortgage referred to above; provided, however, that the principal amount of Debt so secured and not otherwise authorized by the previous clauses, shall not exceed the principal amount of Debt, plus any premium or fee payable in connection with any such extension, renewal, or replacement, so secured at the time of such extension, renewal, or replacement. • we are entitled pursuant to the Indenture to issue, assume, or guarantee Debt secured by a mortgage on such Operating Property without equally and ratably securing the SUNs; or • we are entitled pursuant to the Indenture, after giving effect to the Sale and Lease-Back Transaction, to incur $1.00 of additional Debt secured by mortgages; or • we apply or cause to be applied: • in the case of a sale or transfer for cash, an amount equal to the net proceeds thereof (but not in excess of the net book value of the Operating Property at the date of sale or transfer), or, • in the case of a sale or transfer otherwise than for cash, an amount equal to the fair value (as determined by our board of directors) of the Operating Property so leased, to Table of Contentsthe retirement, within 180 days after the effective date of the Sale and Lease-Back Transaction, of our Debt ranking senior to, or equally with, the SUNs. However, the amount to be applied to the retirement of Debt will be reduced by an amount equal to the principal amount, plus any premium or fee paid in connection with any redemption in accordance with the terms of Debt voluntarily retired by us within the 180-day period, excluding retirement pursuant to mandatory sinking fund or prepayment provisions and payments at maturity. ‘‘Capitalization,’’“Capitalization,” as used above, means the total of all the following items appearing on, or included in, our consolidated balance sheet: (i) liabilities for indebtedness maturing more than twelve (12) months from the date of determination; and (ii) any common stock, preferred stock, premium on capital stock, capital surplus, capital in excess of par value, and retained earnings (however the foregoing may be designated), less, to the extent not otherwise deducted, the cost of shares of our capital stock held in our treasury.‘‘Debt,’’“Debt,” as used above, means any outstanding debt for money borrowed evidenced by notes, debentures, bonds, or other securities.‘‘Net“Net Tangible Assets,’’” as used above, means the amount shown as total assets on our consolidated balance sheet, less the following: (i) intangible assets including, but without limitation, such items as goodwill, trademarks, trade names, patents, and unamortized debt discount and expense and other regulatory assets carried as an asset on our consolidated balance sheet; and (ii) appropriate adjustments, if any, on account of minority interests.‘‘Operating“Operating Property,’’” as used above, means (i) any interest in real property owned by us and (ii) any asset owned by us that is depreciable in accordance with generally accepted accounting principles.‘‘Sale“Sale and Lease-Back Transaction,’’” as used above, means any arrangement with any entity providing for the leasing to us of any Operating Property (except for temporary leases for a term, including any renewal thereof, of not more than forty-eight (48) months), which Operating Property has been or is to be sold or transferred by us to such entity; provided, however, Sale and Lease-Back Transaction shall not include any arrangement (i) first entered into prior to the date of the Indenture and (ii) involving the exchange of any Operating Property for any property subject to an arrangement specified in the preceding clause (i).‘‘Value,’’“Value,” as used above, means, with respect to a Sale and Lease-Back Transaction, as of any particular time, the amount equal to the greater of (1) the net proceeds to us from the sale or transfer of the property leased pursuant to such Sale and Lease-Back Transaction or (2) the net book value of such property, as determined in accordance with generally accepted accounting principles by us at the time of entering into such Sale and Lease-Back Transaction, in either case multiplied by a fraction, the numerator of which shall be equal to the number of full years of the term of the lease that is part of such Sale and Lease-Back Transaction remaining at the time of determination and the denominator of which shall be equal to the number of full years of such term, without regard, in any case, to any renewal or extension options contained in such lease.• the surviving or successor entity is organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia and it expressly assumes our obligations on all SUNs and under the Indenture; • immediately after giving effect to the transaction, no event of default and no event which, after notice or lapse of time or both, would become an event of default shall have occurred and be continuing; and Table of Contents• we deliver to the Trustee, an officers’ certificate and an opinion of counsel as to compliance with the foregoing. • discharged from our obligations, with certain limited exceptions, with respect to any series of SUNs, as described in the Indenture and any additional covenants set forth in the applicable prospectus supplement, such a discharge being called a ‘‘defeasance’’“defeasance” in this prospectus; and• released from our obligations under certain restrictive covenants especially established with respect to any series of SUNs, including the covenants described under ‘‘Restrictions“Restrictions on Liens’’Liens” and ‘‘Restrictions“Restrictions on Sale-Leaseback Transactions’’Transactions” as described in the Indenture, such a release being called a ‘‘covenant defeasance’’“covenant defeasance” in this prospectus. (See Sections 13.02 and 13.03)• to evidence the assumption by any permitted successor of our covenants in the Indenture and in the SUNs; • to add to our existing covenants or to surrender any of our rights or powers under the Indenture; • to add additional events of default; • to add to or change any of the provisions to such extent necessary for the issuance of SUNs in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of SUNs in uncertificated form; • to change, eliminate, or add any provision to the Indenture; provided, however, if the change, elimination, or addition will adversely affect the interests of the holders of the SUNs of any series in any material respect, that change, elimination, or addition will become effective only: • when the consent of the holders of a majority in aggregate principal amount of the SUNs of that series has been obtained in accordance with the Indenture; or • when no SUNs of the affected series remain outstanding under the Indenture; • to secure the SUNs; • to establish the form or terms of the SUNs of any other series as permitted by the Indenture; Table of Contents• to evidence and provide for the acceptance of appointment of a successor trustee; • to provide for or facilitate the administration of the trusts by more than one Trustee; • to cure any ambiguity or inconsistency or to make any other provisions with respect to matters and questions arising under the Indenture; provided that the action will not adversely affect the interests of the holders of the SUNs of any series in any material respect. • change the stated maturity of the principal of, or any installment of principal of or interest on, any SUN, or reduce the principal amount of any SUN or its rate of interest or change the method of calculating the interest rate or reduce any premium payable upon redemption, or change the currency in which payments are made, or impair the right to institute suit for the enforcement of any payment on or after the date that any principal or interest is due and payable on any SUN, without the consent of the holder; • reduce the percentage in principal amount of the outstanding SUNs of any series the consent of which is required for any supplemental indenture or any waiver of compliance with a provision of the Indenture or any default thereunder and its consequences, or reduce the requirements for quorum or voting, without the consent of all the holders of the series; or • modify certain provisions of the Indenture relating to supplemental indentures, waivers of certain covenants and waivers of past defaults with respect to the SUNs of any series, without the consent of the holder of each outstanding SUN affected thereby. Table of Contents‘‘default’’default” when used in the Indenture with respect to any series of SUNs, means any of the following:• failure to pay interest on any SUN of the applicable series for 60 days after it is due; • failure to pay the principal of or premium on any SUN of the applicable series when due (whether at maturity or upon earlier redemption); • failure to pay the deposit of any sinking fund payment, when and as due by the terms of the applicable series; • failure to perform any other covenant in the Indenture, other than a covenant that does not relate to that series of SUNs, that continues for 90 days after we receive written notice from the Trustee, or we and the Trustee receive a written notice from the holders of a majority in principal amount of the SUNs of such series; however, the Trustee or the Trustee and such holders can agree to an extension of the 90-day period and this extension will be automatic if we are diligently pursuing action to correct the default; • certain events in bankruptcy, insolvency or reorganization of PNM; or • any other event of default provided with respect to the SUNs of that series. • we have paid or deposited with the Trustee a sum sufficient to pay: • all overdue interest on all the SUNs of the series; • the principal of and premium, if any, on any SUNs of the series which have otherwise become due and interest, if any, that is currently due; • interest, if any, on overdue interest (to the extent lawful); • all amounts due to the Trustee under the Indenture; and • any other event of default with respect to the SUNs of that series has been cured or waived as provided in the Indenture. Table of Contents• such direction will not be in conflict with any rule of law or with the Indenture; • the Trustee may take any other action deemed proper by the Trustee and not inconsistent with direction, and • subject to the provisions of the Indenture the Trustee will have the right to decline to follow any direction if the Trustee in good faith determines that the proceeding so directed would involve the Trustee in personal liability. • the holder has previously given to the Trustee written notice of a continuing event of default; • the holders of a majority in aggregate principal amount of the outstanding SUNs of all series in respect of which an event of default has occurred and is continuing, considered as one class, have made a written request to the Trustee; • such holder or holders have offered reasonable indemnity to the Trustee to institute proceedings; and • the Trustee has failed to institute any proceeding for 60 days after notice and has not received any direction inconsistent with the written request of the holders during that period. Table of Contentsportionsa portion of the Palo Verde Nuclear Generating Station which areis subject to a sale and leaseback financing agreements.Table of Contents• the name or names of any underwriters or agents; • ●the purchase price of the SUNs; • our net proceeds from the sale of the SUNs; • any underwriting discounts or agency fees and other items constituting underwriters’ or agents’ compensation; and • any initial public offering price and any discounts or concessions allowed or re-allowed or paid to dealers. ‘&lsquo ;Securities Act’’“Securities Act”) and the Exchange Act. The broker-dealer may make sales of our SUNs pursuant to the distribution agreement in privately negotiated transactions and/or any other method permitted by law deemed to be an ‘‘at-the-market’’“at-the-market” offering as defined in Rule 415 promulgated under the Securities Act including sales made on the New York Stock Exchange, the current trading market for our debt securities.Table of Contentsin respect of which this prospectus is being deliveredoffered hereby will be passed upon for us by Charles L. Moore, Esq., Associate General Counsel, and Troutman Sanders LLP, who will also pass on certain other legal matters. As of February 29, 2008, Charles L. Moore, Esq. held options to acquire 13,000 shares of our common stock (7,326 of which were exercisable). Counsel for any underwriters will render an opinion as to certainLLP. If legal matters in connection with offerings made pursuant to this prospectus are passed upon by counsel for the underwriters, dealers or agents, if any, such counsel will be named in the applicable prospectus supplement relating to the SUNs for any underwriters, dealers, purchasers or agents.ourPNM’s Annual Report on Form 10-K for the year ended December 31, 2007,2010, and the effectiveness of PNM’s internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports, which are incorporated herein by reference (which reports (1) express an unqualified opinion and include explanatory paragraphs regarding the adoption of Financial Accounting Standards Board Financial Interpretation No. 47, Accounting for Conditional Asset Retirement Obligations in 2005, Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment and Statement of Financial Accounting Standards No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans — an amendment of FASB Statements No. 87, 88, 106, and 132R in 2006, and the adoption of Financial Accounting Standards Board Financial Interpretation No. 48, Accounting for Uncertainty in Income Taxes in 2007) and (2) express an unqualified opinion on the effectiveness of internal control over financial reporting).reference. Such financial statements and financial statement schedules have been so incorporated in reliance upon the reports of such firm given upon their authority a sas experts in accounting and auditing.Table of ContentsWHERE YOU CAN FIND MORE INFORMATIONPNM files annual, quarterly and special reports and other information with the SEC. You may read and copy these documents at the SEC’s Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information about the Public Reference Room. The SEC also maintains an Internet website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of the site is www.sec.gov.PNM’s Internet address is www.pnm.com. The contents of the website are not a part of the registration statement of which this prospectus is a part. PNM’s filings with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports, filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, are accessible free of charge at PNMR’s website at http://www.pnmresources.com as soon as reasonably practicable after PNM electronically files such material with, or furnishes it to, the SEC. These reports are also available upon request in print from us free of charge.PNM is ‘‘incorporating by reference’’ in this prospectus information PNM files with the SEC, which means that PNM is disclosing important information to you by referring you to those documents. Our combined filings with the SEC present separate filings by PNMR, PNM and Texas-New Mexico Power Company (‘‘TNMP’’), a wholly-owned subsidiary of PNMR. Information contained therein relating to an individual registrant is filed by that registrant on its own behalf and each registrant makes no representation as to information relating to other registrants. The information PNM incorporates by reference is considered to be part of this prospectus, unless PNM updates or supersedes that information by the information contained in this prospectus or the information PNMR files subsequently with the SEC that is incorporated by reference in this prospectus or a prospectus supplement. PNM is incorporating by reference the following documents that it has filed with the SEC (except those portions of filings that relate to PNMR or TNMP as separate registrants), other than any information in these documents that is deemed not to be ‘‘filed’’ with the SEC:• PNM’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007 as filed on February 29, 2008; and• PNM’s Current Reports on Form 8-K as filed on January 17, 2008 and March 11, 2008.PNM also incorporates by reference into this prospectus any filings PNM makes with the SEC (excluding information furnished under Items 2.02 or 7.01 of Current Reports on Form 8-K) under Sections 13(a), 13(c) or 15(d) of the Exchange Act, after the initial filing of the registration statement that contains this prospectus and before termination of this offering.You may obtain without charge a copy of any of the documents PNM incorporates by reference, except for exhibits to such documents which are not specifically incorporated by reference into such documents, by contacting us at Public Service Company of New Mexico, Alvarado Square, Albuquerque, New Mexico, 87158, Attention: Investor Relations. You may also telephone your request at (505) 241-2211.Table of ContentsPART II
INFORMATION NOT REQUIRED IN PROSPECTUS Amount to be
PaidSEC Filing Fees $ 29,475 Printing and Engraving Expenses* 5,000 Accounting Fees and Expenses* 15,000 Legal Fees and Expenses* 100,000 Fees and Expenses of Trustee* 10,000 Rating Agency Fees* 50,000 Miscellaneous* 5,525 Total Expenses* $ 215,000 SEC Filing Fees $ 0Printing and Engraving Expenses * Accounting Fees and Expenses * Legal Fees and Expenses * Fees and Expenses of Trustee * Rating Agency Fees * Miscellaneous * Total Expenses * *Estimated.fu rtherfurther extent, consistent with law, as may be provided by its articles of incorporation, bylaws, general or specific action of its Board of Directors, or contract.II-1Table of ContentsExhibit Number Exhibit Description 1 .1** Form of Underwriting Agreement for Senior Unsecured Notes. 3 .1* Restated Articles of Incorporation of Public Service Company of New Mexico, as amended through May 31, 2002 (Exhibit 3.1.1 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 in File No. 1-6986). 3 .2* Bylaws of Public Service Company of New Mexico with all amendments to and including May 31, 2002 (Exhibit 3.1.2 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 in File No. 1-6986). 4 .1* Indenture (for Senior Notes), dated as of August 1, 1998, between Public Service Company of New Mexico and The Chase Manhattan Bank, as trustee (Exhibit 4.1 to Form S-3 No. 33-106079). 4 .2** Form of Supplemental Indenture establishing Senior Unsecured Notes (with form of note attached). 5 .1 Opinion of Charles L. Moore, Esq. 5 .2 Opinion of Troutman Sanders LLP. 12 .1* Statement Regarding Computation of Ratio of Earnings to Fixed Charges (Exhibit 12.2 to Annual Report on Form 10-K for the year ended December 31, 2007 in File No. 1-6986). 23 .1 Consent of Deloitte & Touche LLP. 23 .2 Consent of Charles L. Moore, Esq. (included in Exhibit 5.1). 23 .3 Consent of Troutman Sanders LLP (included in Exhibit 5.2). 24 Power of Attorney (contained on the signature page of this registration statement). 25 Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York Trust Company, N.A., as Trustee for the Senior Unsecured Notes. 1.1**3.1* Restated Articles of Incorporation of Public Service Company of New Mexico, as amended through May 31, 2002 (Exhibit 3.1.1 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 in File No. 1-6986). 3.2* Bylaws of Public Service Company of New Mexico with all amendments to and including May 31, 2002 (Exhibit 3.1.2 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 in File No. 1-6986). 4.1* Indenture (for Senior Notes), dated as of August 1, 1998, between Public Service Company of New Mexico and The Chase Manhattan Bank, as trustee (Exhibit 4.1 to Form S-3 No. 333-106079). 4.2** Incorporated herein by reference as indicated.Form of Supplemental Indenture establishing Senior Unsecured Notes (with form of note attached).**5.1To be filed by an amendment or pursuantOpinion of Troutman Sanders LLP.12.1* a reportFixed Charges (Exhibit 12.2 to be filed pursuant to Section 13 or 15(d)Annual Report on Form 10-K for the year ended December 31, 2010 in File No. 1-6986).23.1 Consent of Deloitte & Touche LLP. 23.2 Consent of Troutman Sanders LLP (included in Exhibit 5.1). 24 Power of Attorney (contained on the Securities Exchangesignature page of this registration statement).1934, if applicable.1939 of The Bank of New York Mellon Trust Company, N.A., (formerly The Bank of New York Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A.)), as Trustee for the Senior Unsecured Notes.Contents(a) The undersigned registrant hereby undertakes:(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggr egateaggregate offering price set forth in the ‘‘Calculation“Calculation of Registration Fee’’Fee” table in the effective registration statement; and(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; , that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.(2) (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: (i) each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and (ii) each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registra tionregistration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;II-3Table of Contents, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.(b) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: (1) any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; (2) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; (3) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and (4) any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. (c)(c) (d) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 15 above, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connec tionconnection with the securities being registered, the registrant will, unless in theopinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933, and will be governed by the final adjudication of such issue. II-4(1) The information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective; and (2) Each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Table of Contents1, 2008.
15, 2011.PUBLIC SERVICE COMPANY OF NEW MEXICO By:/s/ JEFFRY E. STERBAJeffry E. SterbaChairman, President and ChiefExecutive OfficerJeffry E. Sterba,Patricia K. Collawn, Charles N. Eldred and Terry R. Horn,Thomas G. Sategna, and each of them acting individually, as his or her attorney-in-fact, each with full power of substitution, for him or her any and all capacities, to sign any and all amendments (including, without limitation, post-effective Amendments and any amendments or abbreviated registration statements increasing the amount of securities for which registration is being sought) to this registration statement, with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in order to effectuate the same as fully to al lall intents and purposes as he or she might or could do if personally present, hereby ratifying and confirming all that such attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done./s/ JEFFRY E. STERBAChairman, President andApril 1, 2008Jeffry E. SterbaChief Financial Officer; Director(Principal Financial Officer)1, 200815, 2011Charles N. Eldred Chief Financial Officer; Director Vice President and Corporate Controller April 15, 2011 April 1, 2008Thomas G. SategnaDirector April 1, 200815, 2011/s/ E. JAMES FERLANDDirectorApril 1, 2008E. James Ferland/s/ CINDY E. McGILLDirectorApril 1, 2008Cindy E. McGill/s/ PATRICIA K. COLLAWNDirectorApril 1, 2008Patricia K. CollawnII-5