SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
FORM U-3A-2
STATEMENT BY HOLDING COMPANY
CLAIMING EXEMPTION
UNDER RULE U-3A-2 FROM THE
PROVISIONS OF THE
PUBLIC UTILITY HOLDING COMPANY
ACT OF 1935
* * * * *
File No. 69-291
TNP Enterprises, Inc.
(Name of Company)
hereby files with the Securities and Exchange Commission, pursuant to Rule 2,
its statement claiming exemption as a holding company from the provisions of
the Public Utility Holding Company Act of 1935 (Act), and submits the following
informaton:
1. The name, State of organization, location and nature of
business of
claimant and every subsidiary thereof:
State of Location and
Name Organization Nature of Business
TNP Enterprises, Inc. Texas P. O. Box 2943
Ft. Worth, TX 76113
Holding Company
Texas-New Mexico Power Company Texas P. O. Box 2943
Ft. Worth, TX 76113
Electric Utility/
Holding Company
Bayport Cogeneration, Inc. Texas P. O. Box 2943
Ft. Worth, TX 76113
General purpose
corporation (presently
inactive)
<page 1>
State of Location and
Name Organization Nature of Business
TNP Operating Company Texas P. O. Box 2943
Ft. Worth, TX 76113
General purpose
corporation (presently
inactive)
Texas Generating Company* Texas P. O. Box 2943
Ft. Worth, TX 76113
Special purpose
corporation
Texas Generating Company II* Texas P. O. Box 2943
Ft. Worth, TX 76113
Special purpose
corporation
*Wholly owned subsidiary of Texas-New Mexico Power Company
2. A brief description of the properties of claimant and of
its subsidiary public utility company, Texas-New Mexico Power Company (TNP),
used for the generation, transmission, and distribution of electric energy for
sale, indicating the location of principal generating plants, transmission lines
and distribution facilities including all such properties which are outside the
State in which claimant and its subsidiaries are organized, and all transmission
lines which deliver or receive electric energy at the borders of such States,
is as follows:
The claimant owns all of the issued and outstanding common
stock, $10.00 par value, of TNP, an electric public utility corporation, the
principal operating subsidiary of claimant. TNP is a regulated public utility
engaged in the generation, transmission, distribution and sale of electric
energy. TNP has
<page 2>
four operating divisions throughout Texas. The largest
municipalities within Texas served by TNP are Texas City,
Lewisville, and La Marque. The divisions located in the State of
Texas are as follows:
(A) Central Division. Electric transmission and
distribution systems serving 25 municipalities and 18
unincorporated communities in 17 counties to the south
and west of Fort Worth, Texas. The division is based
at Clifton, Texas.
(B) Northern Division. Electric transmission and
distribution systems serving 36 municipalities and 19
unincorporated communities in 14 North Texas counties
and 3 counties in the Texas Panhandle. The division is
based at Lewisville, Texas.
(C) Southeast Division. Electric transmission and
distribution systems serving 14 municipalities and 2
unincorporated communities in 3 counties on the Texas
Gulf Coast. The division is based at Texas City,
Texas.
(D) Western Division. Electric transmission and
distribution systems serving 6 municipalities and 1
unincorporated community in 5 counties in West Texas.
The division is based at Pecos, Texas.
Generating facilities owned by TNP and the subsidiaries are
located within Robertson County, Texas, which is in the Central
part of Texas. The generating facilities are referred to as 150
MW, circulating fluidized bed units currently using lignite as
the fuel source. TNP also has a transmission line connecting
these units to a major transmission grid in Texas. Electricity
from these units is sold by TNP solely within Texas. Neither the
claimant nor any of its subsidiaries own transmission lines which
deliver or receive electricity at the border of Texas.
Within New Mexico, TNP is a regulated public utility engaged
in the generation, transmission, distribution and sale of
electric energy. TNP has one division in the southwestern
portion of New Mexico which operates electric transmission and
distribution facilities. The largest municipalities served by
TNP are Silver City, Alamogordo, and Ruidoso. The division
serves 5 municipalities and 5 unincorporated communities in Grant
and Hidalgo Counties, and 4 municipalities and 1 unincorporated
community in Otero and Lincoln Counties. The New Mexico Division
is based at Silver City, New Mexico.
3. The following information, together with certain additional
data for the calendar year 1993, with respect to claimant and its subsidiaries,
is provided in the following chart:
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<TABLE>
<CAPTION>
Texas (1)---------------------------- New Mexico Total System-------------------
TNP TGC TGC II TNP TNP TGC TGC II
<S> <C> <C> <C> <C> <C> <C> <C>
Operating Revenue $394,704,359 0 0 79537927 474242286 0 0
83.2% 0.0% 0.0% 16.8% 100.0% 0.0% 0.0%
Net Utility Plant $539,031,481 187757025 200612363 78594207 617625688 187757025 200612363
87.3% 100.0% 100.0% 12.7% 100.0% 100.0% 100.0%
Total Customers 170765 0 0 41146 211911 0 0
80.6% 0.0% 0.0% 19.4% 100.0% 0.0% 0.0%
KWH Sold
Wholesale 3244831 0 0 0 3244831 0 0
Retail 4874706557 0 0 1408925389 6283631946 0 0
Total System 4877951388 0 0 1408925389 6286876777 0 0
KWH Purchased 2881150364 0 0 1504546156 4385696520 0 0
KWH Generated 0 1180665800 1182827200 0 0 1180665800 1182827200
<FN>
(1) No KWH are purchased or sold at the State line.
</TABLE>
<page 5>
4. Neither the claimant nor any of its subsidiaries are
directly or indirectly involved with, or have an interest in either an Exempt
Wholesale Generator or a foreign utility company.
Exhibit A. A consolidating statement of earnings of the
claimant and its subsidiary companies for the last calendar year, 1993, together
with a consolidating balance sheet of claimant and its subsidiary companies as
of the close of the 1993 calendar year, is presented.
The above named claimant has caused this statement to be duly
executed on its behalf by its authorized officer on this 24th day of February,
1994.
TNP Enterprises, Inc.
By /s/ D. R. BARNARD
D. R. Barnard
Vice President and Chief
Financial Officer
Corporate Seal
Attest:
/s/ M. D. BLANCHARD
M. D. Blanchard
Secretary
The name, title and address of the officer to whom notices and correspondence
concerning this statement should be addressed is:
M. D. Blanchard Secretary
Name Title
P. O. Box 2943, Fort Worth, Texas 76113
Address
<page 6>
<TABLE>
<CAPTION>
Exhibit A
Page 1 of 2
TNP ENTERPRISES, INC. ANDSUBSIDIARIES
CONSOLIDATING STATEMENTS OF EARNINGS (UNAUDITED)
YEAR ENDED DECEMBER 31, 1993
TNP TNP CONSOLIDATING
TNP (C)* OPERATING BAYPORT ENTERPRISES
ENTRIES CONSOLIDATED
<S> <C> <C> <C> <C> <C> <C>
Operating revenues $474,242,286 474,242,286
Operating expenses:
Power purchased for resale 200,182,601 200,182,601
Fuel 44,348,051 44,348,051
Other operating and general
expenses 69,406,417 69,406,417
Maintenance 11,459,576 11,459,576
Depreciation of utility plant 36,015,047 36,015,047
Taxes, other than on income 30,296,362 30,296,362
Income taxes 4,293,814 4,293,814
Total operating expenses 396,001,868 396,001,868
Net operating income 78,240,418 78,240,418
Other income (expense), net of taxes 1,223,600 (11,086) 3,288 10,735,081 (10,645,255) 1,305,628
Earnings (loss) before interest
charges 79,464,018 (11,086) 3,288 10,735,081 (10,645,255) 79,546,046
Interest charges:
Interest on long-term debt 63,833,428 63,833,428
Other interest and amortization of
debt discount, premium and expense 4,411,273 4,411,273
Allowance for borrowed funds
used during construction (303,308) (303,308)
Total interest charges 67,941,393 67,941,393
Net earnings (loss) 11,522,625 (11,086) 3,288 10,735,081 (10,645,255) 11,604,653
Dividends on preferred stock 878,572 878,572
Earnings (loss) available
for common stock $10,644,053 (11,086) 3,288 10,735,081 (10,645,255) 10,726,081
<FN>
*(C) means consolidated financial statements, which include the accounts of
Texas-New Mexico power Company and its wholly owned subsidiaries, Texas
Generating Company (TGC) and Texas Generating Company II (TGC II) which were
organized on June 6, 1988 and May 10, 1991, respectively.
All intercompany transactions and balances have been eliminated in
consolidation.
</TABLE>
<page 7>
<TABLE>
<CAPTION>
Exhibit A
Page 2 of 2
TNP ENTERPRISES, INC. AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEETS (UNAUDITED)
DECEMBER 31, 1993 AND 1992
CONSOLIDATED
TNP CONSOLIDATING DECEMBER
31, DECEMBER 31,
Assets TNP (C)* OPERATING BAYPORT TNPE ENTRIES 1993 1992
<S> <C> <C> <C> <C> <C> <C> <C>
Utility plant, at original cost:
Electric plant $1,203,635,528 1,203,635,528 1,184,634,262
Construction work in progress 5,282,381 5,282,381 3,922,466
1,208,917,909 1,208,917,909 1,188,556,728
Less accumulated depreciation 202,922,833 202,922,833 172,847,803
Net utility plant 1,005,995,076 1,005,995,076 1,015,708,925
Nonutility property, at cost 541,364 1,131,297 1,672,661 1,321,634
Investment in and advances to
affiliates 215,494,479 (215,494,479)
Current assets:
Cash and cash equivalents 2,078,166 53,958 170,952 10,120,329 12,423,405 86,785,390
Intercompany receivables 20,311 579,093 (599,404) 0 0
Customer receivables 764,166 764,166 121,903
Refundable income taxes 2,635,635
Inventories, at lower of average
cost or market:
Fuel 1,421,886 1,421,886 1,246,191
Materials and supplies 7,792,732 7,792,732 7,184,694
Deferred purchased power and
fuel costs 15,150,904 15,150,904 17,734,978
Accumulated deferred taxes
on income 4,250,651 4,250,651 0
Other current assets 1,070,580 584 1,071,164 546,239
Total current assets 32,549,396 54,542 170,952 10,699,422 (599,404) 42,874,908 116,255,030
Regulatory tax assets 16,915,298 16,915,298 0
Deferred charges 39,117,969 (1,338,508) 37,779,461 49,421,503
$1,095,119,103 1,185,839 170,952 224,855,393 (216,093,883) 1,105,237,404 1,182,707,092
Capitalization and Liabilities
Capitalization:
Common stock equity:
Common stock, - no par value
per share. Shares
authorized 50,000,000;
issued 10,695,860 in 1993
and 10,597,564 in 1992 $107,050 100,000 1,000 131,615,425 (208,050) 131,615,425 129,813,785
Capital in excess of par
value or additonal Capital 175,094,292 100,000 (175,194,292) 0 0
Retained earnings 38,983,329 961,406 147,402 82,011,535 (40,092,137) 82,011,535 88,621,101
Total common stock equity 214,184,671 1,161,406 148,402 213,626,960 (215,494,479) 213,626,960 218,534,886
Redeemable cumulative
preferred stocks 9,560,000 9,560,000 10,440,000
Long-term debt, net of
amount due within one year 678,993,619 678,993,619 742,086,892
Total capitalization 902,738,290 1,161,406 148,402 213,626,960 (215,494,479) 902,180,579 971,061,778
Current liabilities:
Long-term debt due within
one year 1,070,000 1,070,000 10,288,000
Intercompany payable 541,554 14,989 22,550 20,311 (599,404) 0 0
Accounts payable 22,449,596 22,449,596 25,809,406
Accrued interest 16,115,136 16,115,136 8,868,849
Accrued taxes 17,464,453 (243,249) 17,221,204 22,243,238
Customers' deposits 4,463,589 4,463,589 4,236,278
Revenue subject to refund 3,400,038 3,400,038 17,514,778
Other current and accrued
liabilities 13,404,062 9,444 (1) 13,413,505 8,028,889
Total current liabilities 78,908,428 24,433 22,550 (222,939) (599,404) 78,133,068 99,989,439
Customers' advances for
construction 169,472 169,472 310,515
Regulatory tax liabilities 20,411,701 20,411,701 0
Accumulated deferred taxes
on income 75,809,112 10,185,714 85,994,826 93,879,376
Accumulated deferred
investment tax credits 17,082,100 1,265,658 18,347,758 20,465,985
$1,095,119,103 1,185,839 170,952 224,855,393 (216,093,883) 1,105,237,404 1,182,707,092
<FN>
*(C) means consolidated financial statements, which include the accounts of
Texas-New Mexico power Company and its wholly owned
subsidiaries,Texas Generating Company (TGC) and Texas Generating Company II (TGC
II) which were organized on June 6, 1988 and May
10, 1991, respectively.
All intercompany transactions and balances have been eliminated in
consolidation.
</TABLE>
<page 8>
