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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 event reported) April 25, 2000
TNP ENTERPRISES, INC.
(Exact name of registrant as specified in charter)
<TABLE>
<S> <C> <C>
Texas 1-8847 75-1907501
(State or other jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)
</TABLE>
2 Robbins Lane, Suite 201, Jericho, NY 11753
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (516) 933-3100
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(Former name or former address, if changed since last report)
TEXAS-NEW MEXICO POWER COMPANY
(Exact name of registrant as specified in charter)
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<S> <C> <C>
Texas 2-97230 75-0204070
(State or other jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)
</TABLE>
4100 International Plaza, P.O. Box 2943, Fort Worth, Texas 76113
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (817) 731-0099
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(Former name or former address, if changed since last report)
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Item 4. Changes in Registrant's Certifying Accountant.
On April 25, 2000, TNP Enterprises, Inc., ("TNP") advised the Company's
accountants, Arthur Andersen LLP ("Andersen"), of the dismissal of Andersen as
TNP's and Texas-New Mexico Power Company's ("TNMP") independent accountants.
On the same date, TNP and TNMP engaged Deloitte & Touche LLP ("Deloitte")
as the new independent accountants. Deloitte will replace Andersen beginning
with the review of TNMP and TNP's financial statements for the first quarter of
2000.
Andersen's reports on the Company's consolidated financial statements for
fiscal years 1999 and 1998 contained no adverse opinions or disclaimers of
opinion, nor were such reports qualified or modified as to uncertainty, audit
scope or accounting principles. During such periods and through April 25, 2000,
there were no disagreements between the TNP, TNMP and Andersen on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedures which, if not resolved to Andersen's satisfaction, would
have caused it to make a reference to the subject matter of the disagreement in
connection with its report.
There were no reportable events (as defined in Regulation S-K, Item 304
(a)(1)(v)) with Andersen on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure that were not
resolved to the satisfaction of Andersen, during the past two fiscal years and
through April 25, 2000.
The decision to change accountants has occurred in connection with the
recent merger of TNP with ST Acquisition Corp. and the resulting change in
control of TNP. This decision has not yet been ratified by the TNP or TNMP
boards of directors.
TNP and TNMP have requested that Andersen furnish it with a letter
addressed to the Securities and Exchange Commission stating whether it agrees
with the above statements. A copy of Andersen's letter to the Commission dated
May 2, 2000 is filed as an exhibit to this Report.
Item 7. Exhibits.
16(a) Letter from Arthur Andersen, LLP regarding agreement of information
contained in the Form 8-K.
16(b) Letter from Arthur Andersen, LLP regarding termination of client-auditor
relationship
2
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SIGNATURES
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 hereunto duly authorized.
TNP ENTERPRISES, INC.
(Registrant)
Date: May 2, 2000 By: Theodore A. Babcock
-----------------------------------
Chief Financial Officer
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 hereunto duly authorized.
TEXAS-NEW MEXICO POWER COMPANY
(Registrant)
Date: May 2, 2000 By: /s/ Manjit S. Cheema
-----------------------------------
Senior Vice President and Chief
Financial Officer
3
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EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
16(a) Letter from Arthur Andersen, LLP regarding agreement of information
contained in the Form 8-K
16(b) Letter from Arthur Andersen, LLP regarding termination of client-auditor
relationship.
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EXHIBIT 16(a)
[Arthur Andersen LLP Letterhead]
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
May 2, 2000
Dear Sir/Madam:
We have read the paragraphs 1, 3, 4, and 6 of Item 4 included in the Form 8-K
dated May 2, 2000 of TNP Enterprises, Inc. and Texas-New Mexico Power Company,
filed with the Securities and Exchange Commission and are in agreement with the
statements contained therein.
Very truly yours,
ARTHUR ANDERSEN LLP
Copies to:
William J. Catacosinos, TNP Enterprises, Inc.
Kevern R. Joyce, Texas-New Mexico Power Company
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EXHIBIT 16(b)
[Arthur Andersen LLP Letterhead]
Mr. Theodore A. Babcock
Chief Financial Officer
TNP Enterprises, Inc.
2 Robbins Lane, Suite 201
Jericho, New York 11753
Mr. Manjit S. Cheema
Senior Vice President and Chief Financial Officer
Texas-New Mexico Power Company
4100 International Plaza
Fort Worth, Texas 76109
May 2, 2000
Dear Mr. Babcock and Mr. Cheema:
This is to confirm that the client-auditor relationship between TNP Enterprises,
Inc. (Commission File Number 1-8847) and Texas-New Mexico Power Company
(Commission File Number 2-97230) and Arthur Andersen LLP has ceased.
Very truly yours,
ARTHUR ANDERSEN LLP
Copy to:
SEC Office of the Chief Accountant
