UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------
FORM 11-K
(X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934.
For the fiscal year ended December 31, 1996
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
For the transition period from ____________ to ____________.
Commission file number 2-93265
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
Texas-New Mexico Power Company Thrift Plan for Employees
4100 International Plaza
P.O. Box 2943
Fort Worth, Texas 76113
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office.
TNP Enterprises, Inc.
4100 International Plaza
P.O. Box 2943
Fort Worth, Texas 76113
<PAGE>
REQUIRED INFORMATION
The following financial statements prepared in accordance with the financial
reporting requirements of ERISA and exhibits are filed for the Texas-New
Mexico Power Company Thrift Plan for Employees:
Financial Statements and Schedules
Report of Independent Public Accountants - Arthur Andersen
Independent Auditors' Report - KPMG Peat Marwick
Statements of Net Assets Available for Benefits, December 31, 1996, and
1995
Statements of Changes in Net Assets Available for Benefits, Years Ended
December 31, 1996, and 1995
Notes to Financial Statements
Item 27(a) - Schedule of Assets Held for Investment Purposes, December
31, 1996
Item 27(d) - Schedule of Reportable Transactions, Year Ended December
31, 1996
Exhibit
Consent of Independent Public Accountants - Arthur Andersen
Independent Auditors' Consent - KPMG Peat Marwick
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the administrator and/or Thrift Plan Committee has duly caused
this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
TEXAS-NEW MEXICO POWER COMPANY THRIFT
PLAN FOR EMPLOYEES
Date: June 26, 1997
By Dennis R. Cash
___________________________________________
DENNIS R. CASH, as Vice President of Texas-
New Mexico Power Company as
Administrator of the Thrift Plan and as
member of Thrift Plan Committee
<PAGE>
TEXAS-NEW MEXICO POWER COMPANY
THRIFT PLAN FOR EMPLOYEES
Financial Statements
As Of December 31, 1996 And 1995,
And Supplemental Schedules
As of December 31, 1996
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Trustee and Thrift Plan Committee
Texas-New Mexico Power Company Thrift
Plan for Employees:
We have audited the accompanying statements of net assets available for benefits
of Texas-New Mexico Power Company Thrift Plan (the "Plan") as of December 31,
1996, and the related statement of changes in net assets available for benefits
for the year then ended. These financial statements and the supplemental
schedules referred to below are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements and
schedules based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1996, and the changes in net assets available for benefits for the
year then ended, in conformity with generally accepted accounting principles.
Our audit was performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of Assets Held
for Investment Purposes and Reportable Transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. The Fund Information in the
statement of net assets available for benefits and the statement of changes in
net assets available for benefits is presented for purposes of additional
analysis rather than to present the net assets available for plan benefits and
changes in net assets available for plan benefits of each fund. The supplemental
schedules and Fund Information have been subjected to the auditing procedures
applied in the audit of the basic financial statements and, in our opinion, are
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
Arthur Andersen LLP
Dallas, Texas,
June 13, 1997
<PAGE>
Independent Auditors' Report
The Trustee and Thrift Plan Committee
Texas-New Mexico Power Company
Thrift Plan for Employees:
We have audited the accompanying statement of net assets available for benefits
of Texas-New Mexico Power Company Thrift Plan for Employees as of December 31,
1995, and the related statement of changes in net assets available for benefits
for the year then ended. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of Texas-New Mexico
Power Company Thrift Plan for Employees as of December 31, 1995, and the changes
in net assets available for benefits for the year then ended in conformity with
generally accepted accounting principles.
Our audit was performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The Fund Information in the 1995
statement of changes in net assets available for benefits is presented for
purposes of additional analysis rather than to present the changes in net assets
available for plan benefits of each fund. The Fund Information has been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
KPMG Peat Marwick LLP
Fort Worth, Texas
July 8, 1996
<PAGE>
<TABLE>
<CAPTION>
TEXAS-NEW MEXICO POWER COMPANY THRIFT PLAN FOR EMPLOYEES
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1996 AND 1995
1996 1995
--------------------------
INVESTMENTS, at fair value:
<S> <C> <C>
TNP Enterprises, Inc. Common Stock Fund $38,451,789 $28,005,840
Vanguard Index Trust Fund 8,647,430 6,656,237
Nations Prime Fund 7,698,287 8,363,615
Vanguard Wellesley Income Fund 4,989,628 4,844,947
AIM Constellation Fund 1,929,197 644,069
Templeton Foreign Fund 701,737 167,014
Nations Short - Intermediate Government Fund 309,914 146,547
Participants' notes receivable 3,784,281 3,099,180
------------ -------------
Total investments 66,512,263 51,927,449
EMPLOYER'S CONTRIBUTIONS RECEIVABLE 975,897 689,983
PARTICIPANTS' CONTRIBUTIONS RECEIVABLE 108,369 103,383
CASH 112,590 11,921
------------ -------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $67,709,119 $52,732,736
=========== ===========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
TEXAS-NEW MEXICO POWER COMPANY THRIFT PLAN FOR EMPLOYEES
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1996
<S> <C> <C> <C> <C> <C> <C>
TNP
Enterprises, Vanguard Nations Vanguard AIM Templeton
Inc. Common Index Trust Prime Wellesley Constellation Foreign
Stock Fund Fund Fund Income Fund Fund Fund
------------ ----------- -------- ------------ ------------- ----------
Additions to net assets attributed to-
Investment income-
Net appreciation (depreciation) in
fair value of investments $11,980,962 $1,221,657 $ - $ 40,928 $ 77,683 $ 42,626
Interest 138,355 59,993 436,333 42,803 54,821 14,079
Dividends - 157,762 - 197,111 - 16,177
Gain (loss) on sale 1,996,292 160,135 - (47,939) 39,243 7,598
Other income 5,020 32,369 1,408 23,293 64,009 9,988
Contributions-
Participants' 1,168,255 536,463 152,525 355,901 404,259 129,793
Employer's 1,621,210 - - - - -
Rollovers 45,442 25,041 12,756 3,271 24,407 16,281
New loans taken - - - - - -
------------ ----------- ------- ------------ ------------- ----------
Total Additions 16,955,536 2,193,420 603,022 615,368 664,422 236,542
Deductions from net assets attributed to-
Benefits paid to participants 3,617,876 586,664 1,569,503 387,957 59,486 12,422
Administrative expenses 10,196 1,573 4,319 2,165 531 65
Other distributions 7,785 - 1,242 - - -
Loan repayments - - - - - -
------------ ----------- -------- ------------ ------------- ----------
Total Deductions 3,635,857 588,237 1,575,064 390,122 60,017 12,487
Net increase (decrease) prior to
interfund transfers 13,319,679 1,605,183 (972,042) 225,246 604,405 224,055
Interfund transfers (2,044,929) 447,824 397,148 (78,255) 602,249 301,064
Loan activity (828,801) (61,814) (90,434) (2,310) 78,474 9,604
Increase in receivable - - - - - -
----------- ----------- -------- ------------ ------------ -----------
NET INCREASE (DECREASE) 10,445,949 1,991,193 (665,328) 144,681 1,285,128 534,723
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 28,005,840 6,656,237 8,363,615 4,844,947 644,069 167,014
----------- ----------- --------- ----------- ----------- ------------
End of year $38,451,789 $8,647,430 $7,698,287 $4,989,628 $1,929,197 $ 701,737
=========== =========== ========= ========== ========== ============
<PAGE>
<S> <C> <C> <C> <C> <C>
Nations
Short-
Intermediate Participants'
Government Notes Contributions
Fund Receivable Cash Receivable Total
------------ ------------- --------- -------------- -------------
Additions to net assets attributed to-
Investment income-
Net appreciation (depreciation) in
fair value of investments $ (491) $ - $ - $ - $13,363,365
Interest 23,046 - - - 769,430
Dividends - - - - 371,050
Gain (loss) on sale (8,212) - - - 2,147,117
Other income 28 - 11 - 136,126
Contributions-
Participants' 81,398 - - - 2,828,594
Employer's - - - - 1,621,210
Rollovers 1,359 - - - 128,557
New loans taken - 885,723 - - 885,723
------------ ------------- ---------- -------------- -------------
Total Additions 97,128 885,723 11 - 22,251,172
Deductions from net assets attributed to-
Benefits paid to participants 216,159 - - - 6,450,067
Administrative expenses 1,401 - - - 20,250
Other distributions - - - - 9,027
Loan repayments - 200,622 - - 200,622
------------ ------------- ---------- -------------- -------------
Total Deductions 217,560 200,622 - - 6,679,966
Net increase (decrease) prior to
interfund transfers (120,432) 685,101 11 - 15,571,206
Interfund transfers 274,241 - 100,658 - -
Loan activity 9,558 - - - (885,723)
Increase in receivable - - - 290,900 290,900
------------ ------------- ----------- -------------- -------------
NET INCREASE (DECREASE) 163,367 685,101 100,669 290,900 14,976,383
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 146,547 3,099,180 11,921 793,366 52,732,736
----------- ------------- ----------- -------------- -------------
End of year $309,914 $3,784,281 $112,590 $1,084,266 $67,709,119
=========== ============= =========== ============= =============
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TEXAS-NEW MEXICO POWER COMPANY THRIFT PLAN FOR EMPLOYEES
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1995
<S> <C> <C> <C> <C> <C> <C>
Common TNP
Stock Enterprises, Vanguard Vanguard
of TNP Inc. Index Nations Wellesley AIM Templeton
Enterprises, Common Trust Prime Income Constellation Foreign
Inc Stock Fund Fund Fund Fund Fund Fund
--------------- ------------- ---------- ----------- ------------ ------------- ------------
Additions to net assets
attributed to-
Net investment income $ 3,711,887 $ 3,425,948 $1,891,441 $ 325,656 $1,247,793 $ 15,337 2,393
Contributions 940,883 1,345,461 486,243 92,617 360,221 293,990 114,229
--------------- ------------- ---------- ----------- ------------ ------------- ------------
Total Additions 4,652,770 4,771,409 2,377,684 418,273 1,608,014 309,327 116,622
Deductions from net assets
attributed to-
Benefits paid to participants 3,599,610 1,657,228 1,419,342 1,057,411 2,142,940 5,130 -
--------------- ------------- ---------- ----------- ------------ ------------- ------------
Total Deductions 3,599,610 1,657,228 1,419,342 1,057,411 2,142,940 5,130 -
Net increase (decrease)
prior to interfund transfers 1,053,160 3,114,181 958,342 (639,138) (534,926) 304,197 116,622
Transfers (26,668,181) 24,891,659 (101,068) 9,002,753 (676,796) 339,872 50,392
--------------- ------------- ---------- ----------- ------------ ------------- ------------
NET INCREASE (DECREASE) (25,615,021) 28,005,840 857,274 8,363,615 (1,211,722) 644,069 167,014
Beginning of year 25,615,021 - 5,798,963 - 6,056,669 - -
--------------- ------------- ---------- ----------- ------------ ------------- ------------
End of year $ - $28,005,840 $6,656,237 $8,363,615 $4,844,947 $644,069 $ 167,014
=============== ============= ========== =========== ============ ============= ============
<S> <C> <C> <C> <C> <C> <C> <C>
Nations
Short- United United
Intermediate Participants States States
Government Notes Treasury Savings Contributions
Fund Receivable Bills Bonds Cash Receivable Total
------------- --------------- ------------- ---------- ----------- ------------- -----------
Additions to net assets
attributed to-
Net investment income $ 6,963 $ 66,319 $ 194,921 $ 4,945 $ 11,761 $ - $10,905,364
Contributions 54,372 - 131,377 - - 664,824 4,484,217
------------- --------------- ------------- ----------- ----------- ------------ ------------
Total Additions 61,335 66,319 326,298 4,945 11,761 664,824 15,389,581
Deductions from net assets
attributed to-
Benefits paid to participants 157,130 38,224 4,550,871 50,833 - - 14,678,719
------------- --------------- ------------- ----------- ----------- ----------- -------------
Total Deductions 157,130 38,224 4,550,871 50,833 - - 14,678,719
Net increase (decrease)
prior to interfund transfers (95,795) 28,095 (4,224,573) (45,888) 11,761 664,824 710,862
Transfers 242,342 3,071,085 (10,081,574) (70,484) (128,542) 128,542 -
------------- --------------- ------------- ----------- ----------- ------------ ------------
NET INCREASE (DECREASE) 146,547 3,099,180 (14,306,147) (116,372) (116,781) 793,366 710,862
Beginning of year - - 14,306,147 116,372 128,702 - 52,021,874
------------- --------------- ------------- ----------- ----------- ------------ ------------
End of year $ 146,547 $3,099,180 $ - $ - $ 11,921 $793,366 $52,732,736
============= =============== ============= =========== =========== ============ ============
See accompanying notes to financial statements.
<PAGE>
TEXAS-NEW MEXICO POWER COMPANY THRIFT PLAN FOR EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF PLAN:
The following description of the Texas-New Mexico Power Company Thrift Plan for
Employees (the "Plan") provides only general information. Participants should
refer to the plan agreement for a more complete description of the Plan's
provisions.
General
The Plan is a defined contribution retirement plan covering employees of
Texas-New Mexico Power Company (the "Company" or "Employer"), a wholly owned
subsidiary of TNP Enterprises, Inc. (TNPE), who are scheduled to work at least
1,000 hours year. The Plan is administered by NationsBank of Georgia, N. A., as
trustee and is subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA).
Contributions
Each year, participants may contribute between two percent and 12 percent of
their annual pretax compensation, as defined in the Plan. Participants may also
contribute amounts representing distributions from other qualified defined
benefit or contribution plans.
The Company, at the discretion of the Company's Board of Directors, matches 50
percent of the first six percent of eligible employee contributions. Additional
amounts may be contributed at the option of the Company's Board of Directors.
All employer contributions are invested in the TNPE Common Stock Fund. All
employer and employee contributions are subject to certain tax limitations.
Effective May 1, 1995, the Company's board of directors voted to contribute an
additional incentive amount up to four percent of eligible employee compensation
based on specific Company performance goals. The Plan accrued $933,739 for 1996
and paid $653,148 in 1996 as a result of meeting these goals. These amounts are
included in Employer's Contributions Receivable on the Statement of Net Assets
Available for Benefits and in Employer's Contributions on the Statement of
Changes in Net Assets Available for Benefits, respectively.
Participant Accounts
Each participant's account is credited with that participant's contributions,
allocations of the Company's matching contributions and the pro rata share of
plan earnings. All costs and expenses incurred in administering the Plan, except
for costs borne by respective participants to originate participant notes
receivable, have been paid by the Company.
Vesting
Participants are immediately fully vested in all contributions, Employer and
Participant, and actual earnings upon enrollment in the Plan.
<PAGE>
Investment Options
Currently, participants may direct contributions in one percent increments in
any of seven investment options:
TNP Enterprises, Inc. Common Stock Fund - Funds are invested in a
unitized fund that invests primarily in the common stock of TNPE with a
portion in a money market fund for liquidity purposes.
AIM Constellation Fund - Funds are invested in common stocks with an
emphasis on medium-sized and smaller emerging growth companies.
Templeton Foreign Fund - Funds are invested in units of a registered
investment company that seeks long-term capital growth through
investments in equity securities and debt obligations of companies and
governments outside the United States.
Vanguard Index Trust Fund - Funds are invested in units of a registered
investment company that invests primarily in U.S. Government and
corporate debt obligations and dividend-paying equity securities. This
fund was referred to as the Vanguard Index 500 Fund in fiscal 1995.
Vanguard Wellesley Income Fund - Funds are invested in units of a
registered investment company that invests primarily in various equity
security portfolios that seek to match the performance of distinct
market indices.
Nations Short - Intermediate Government Fund - Funds are invested in
units of a registered investment company that invests primarily in U.S.
Treasury bonds and notes, U.S. Government Agency bonds and Government
mortgage-backed securities, all structured to have an average weighted
maturity of less than five years.
Nations Prime Fund - Funds are invested in units or a registered
investment company that invests primarily in commercial paper,
certificates of deposit and other money market instruments, all with a
maturity of less than thirteen months.
Prior to May 1, 1995, participants had the following investment options which
are no longer available:
TNPE Common Stock - Funds were invested in the common stock of TNPE.
Certain U.S. Government securities - Funds were invested in certain
U.S. Treasury Bills and Savings Bonds.
Effective May 1, 1995, participants may change their investment options daily
(previously quarterly).
Participants' Notes Receivable
Participants may borrow from their fund accounts a minimum of $1,000 up to a
maximum equal to the lesser of $50,000 or 50 percent of their account balance.
Loan transactions are treated as a transfer to (from) an investment fund from
(to) the participants' notes receivable. Loan terms range from 6 to 60 months.
The loans are secured by the balance in the participants' account and bear
interest at a rate equal to the NationsBank prime rate on the first business day
of the month in which the loan originated plus 1 percent. Interest rates range
from 9.3 percent to 10 percent. Principal and interest is paid ratably through
biweekly payroll deductions. Participants notes receivable were $3,784,281 and
$3,099,180 as of December 31, 1996 and 1995, respectively.
Payment of Benefits
Upon termination of service, a participant may elect to receive either a
lump-sum amount equal to the value of the participant's account or annual
installments over a five-year period.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Basis of Presentation
The accompanying financial statements of the Plan are prepared on the accrual
basis of accounting.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of additions and deductions during the reporting period.
Actual results could differ from those estimates.
Investment Valuation and Income Recognition
The Plan's investments are stated at fair market value. Shares of registered
investment companies are valued at quoted market prices, which represent the net
asset value of shares held by the Plan at year-end. The TNPE Common Stock Fund
is valued at its quoted market price along with the quoted market price of
shares held by money market funds included in the fund. Participant notes
receivable are valued at cost, which approximates fair value.
Purchases and sales of securities are recorded on a trade date basis. Interest
income is recorded on the accrual basis. Dividends on common stock of TNPE are
recorded on the ex-dividend date. Dividends on mutual funds are recorded when
declared.
Payment of Benefits
Benefits are recorded when paid.
3. RELATED-PARTY TRANSACTIONS:
Certain Plan investments are shares of mutual funds managed by NationsBank
Corporation affiliates. NationsBank of Georgia, N.A., a wholly owned subsidiary
of NationsBank Corporation, is the trustee as defined by the Plan and,
therefore, qualifies these funds as party-in-interest.
4. PLAN TERMINATION:
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue contributions at any time and to terminate the
Plan subject to the provisions of ERISA. In the event of termination,
participants will be 100 percent vested in their accounts.
5. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500:
The following is a reconciliation of net assets available for benefits per the
financial statements to the Form 5500:
</TABLE>
<TABLE>
<CAPTION>
Year Ended
December 31,
1996 1995
---------------------------
<S> <C> <C>
Net assets available for benefits
per the financial statements $67,709,119 $52,732,736
Amounts allocated to withdrawing
participants 46,906 -
----------------------------
Net assets available for benefits
per the Form 5500 $67,662,213 $52,732,736
=========== ===========
</TABLE>
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500.
<TABLE>
<CAPTION>
Year Ended
December 31, 1996
<S> <C>
Benefits paid to participants
per the financial statements $6,450,067
Add- Amounts allocated to withdrawing
participants at December 31, 1996 46,906
Less- Amounts allocated to withdrawing
participants at December 31, 1995 -
------------
Benefits paid to participants per the Form 5500 $6,496,973
==========
</TABLE>
Amounts allocated to withdrawing participants are recorded on the Form 5500 for
benefit claims that have been processed and approved for payment prior to
December 31, 1996 but not yet paid as of that date.
6. TAX STATUS
The Internal Revenue Service has determined and informed the Company by letter
dated June 12, 1991, that the original Plan and related trust were designed in
accordance with applicable sections of the Internal Revenue Code (IRC). The Plan
has been amended since receiving the determination letter. However, the Plan
administrator believes the Plan is designed and is currently being operated in
compliance with the applicable requirements of the IRC.
Contributions to a participant's account and the related investment earnings are
not included in a participant's taxable income until such amounts are
distributed to that participant.
7. INVESTMENT BALANCES:
The following investments represent investment balances that account for five
percent or more of the total net assets available for benefits:
<TABLE>
<CAPTION>
1996 1995
---------------------------
<S> <C> <C>
TNP Enterprises, Inc. Common Stock Fund $38,451,789 $28,005,840
Vanguard Index Trust Fund 8,647,430 6,656,237
Vanguard Wellesley Income Fund 4,989,628 4,844,947
Nations Prime Fund 7,698,287 8,363,615
</TABLE>
8. SUBSEQUENT EVENTS:
On April 7, 1997, the Company was notified that NationsBank will terminate its
trustee arrangement with the Plan effective December 31, 1997 as it intends to
no longer pursue that line of business. The Company has not made a decision
regarding its future trustee.
Effective January 1, 1997, Facility Works, Inc. (a wholly-owned subsidiary of
TNPE) employees began contributing to the Plan. In March 1997, all Facility
Works employee accounts were transferred out of the Plan and into its own 401(k)
plan.
<PAGE>
<TABLE>
<CAPTION>
TEXAS-NEW MEXICO POWER COMPANY THRIFT PLAN FOR EMPLOYEES
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AT DECEMBER 31, 1996
PLAN NUMBER: 002
EIN: 750204070
<S> <C> <C> <C> <C>
(a) (b) (c) (d) (e)
Description of Investment
Identity of Issue, Including Maturity Date,
Borrower, Lessor Rate of Interest, Collateral, Current
or Similar Party Par or Maturity Value Cost Value
________ _________________________ _____________________________ ____________ ___________
MUTUAL FUNDS:
* TNP Enterprises, Inc. Common Stock Fund
2,134,515 units
(no par value) $23,649,406 $38,451,789
AIM Management Group, Inc. AIM Constellation Fund
76,374 units
(common stock) 1,831,199 1,929,197
Franklin Templeton Templeton Foreign Fund
Distributors, Inc. 67,735 units
(foreign stock and debt
obligations) 660,392 701,737
The Vanguard Group Vanguard Index Trust Fund
125,035 units
(debt obligations and
common stock) 6,181,421 8,647,430
The Vanguard Group Vanguard Wellesley Income Fund
243,278 units
(common stock and bonds) 4,611,362 4,989,628
* NationsBank Nations Short - Intermediate
Government Fund
76,333 units
(government bonds, mortgage-
backed securities, and U.S.
Treasury obligations) 312,057 309,914
* NationsBank Nations Prime Fund
7,698,288 units
(money market) 7,698,287 7,698,287
Participants' notes receivable 9.3% to 10% notes - 3,784,281
receivable due various
dates within 60 months
* Column (a) indicates each person/entity known to be a party-in-interest.
This supplemental schedule lists assets held
for investment purposes at December 31, 1996,
as required by the Department of Labor Rules
and Regulations for Reporting and Disclosure.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TEXAS-NEW MEXICO POWER COMPANY THRIFT PLAN FOR EMPLOYEES
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
PLAN NUMBER: 002
EIN: 750204070
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Identity Expense Value Of
of Incurred Asset On
Party Purchase Selling Lease with Cost of Transaction Net Gain
Involved Description of Asset Price Price Rental Transaction Asset Date or (Loss)
-------- -------------------- -------- ------- ------- ----------- ------- ----------- ---------
There were no reportable transactions during 1996.
</TABLE>
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors
TNP Enterprises, Inc.
and
The Trustee and Thrift Plan Committee
Texas-New Mexico Power Company
Thrift Plan for Employees:
We consent to incorporation by reference in the Registration Statement (No.
2-93265) on Form S-8 of TNP Enterprises, Inc. of our report dated June 13, 1997,
relating to the statement of net assets available for benefits of Texas-New
Mexico Power Company Thrift Plan for Employees as of December 31, 1996, and the
related statement of changes in net assets available for benefits for the year
then ended and related supplemental schedules, which report appears in the
December 31, 1996, annual report on Form 11-K of TNP Enterprises, Inc.
Arthur Andersen LLP
Dallas, Texas,
June 27, 1997
<PAGE>
Independent Auditors' Consent
The Board of Directors
TNP Enterprises, Inc.
The Trustee and Thrift Plan Committee
Texas-New Mexico Power Company
Thrift Plan for Employees:
We consent to incorporation by reference in the Registration Statement (No.
2-93265) on Form S-8 of TNP Enterprises, Inc. of our report dated July 8, 1996,
relating to the statement of net assets available for benefits of Texas-New
Mexico Power Company Thrift Plan for Employees as of December 31, 1995, and the
related statement of changes in net assets available for benefits for the year
then ended, which report appears in the December 31, 1996, annual report on Form
11-K of TNP Enterprises, Inc.
KPMG Peat Marwick LLP
Fort Worth, Texas
June 27, 1997
