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. )
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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
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
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0-11.
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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
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Patrick T. Ortiz
Senior Vice President, General Counsel and Secretary