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, 1994,
or
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 for the transition
period from __________ to ______________.
Commission file number TNP Enterprises, Inc.'s
Registration No. 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>
FORM 11-K
Financial Statements and Exhibits.
Financial Statements
Independent Auditors' Report
Statements of Net Assets Available for Benefits,
December 31, 1994 and 1993
Statements of Changes in Net Assets Available for
Benefits, Years Ended December 31, 1994 and 1993
Notes to Financial Statements, December 31, 1994
and 1993
Item 27a - Schedule of Assets Held for Investment
Purposes, December 31, 1994
Item 27d - Schedule of Reportable Transactions,
Year Ended December 31, 1994
Independent Auditors' Consent
SIGNATURE
The Plan. Pursuant to the requirements of the Securities
Exchange Act of 1934, the 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: March 24, 1995
By:____________________________
GARY L. SPOONER
Chairman and Member of
the Thrift Plan Committee
<PAGE>
TEXAS-NEW MEXICO POWER COMPANY
THRIFT PLAN FOR EMPLOYEES
Financial Statements and Supplemental Schedules
December 31, 1994 and 1993
(With Independent Auditors' Report Thereon)
<PAGE>
Independent Auditors' Report
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 for Employees (the Plan) as of December 31, 1994
and 1993, and the related statements of changes in net
assets available for benefits for the years 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 audits.
We conducted our audits 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 audits provide
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, 1994 and 1993,
and the changes in net assets available for benefits for the
years then ended in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion
on the basic financial statements taken as a whole. The
supplemental schedules of Item 27a - Schedule of Assets Held
for Investment Purposes and Item 27d - Schedule of
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's Rules and Regulations
for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974. The supplemental schedules
have been subjected to the auditing procedures applied in
the audits 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.
KPMG Peat Marwick LLP
Fort Worth, Texas
March 10, 1995
<PAGE>
TEXAS-NEW MEXICO POWER COMPANY
THRIFT PLAN FOR EMPLOYEES
Statements of Net Assets Available for Benefits
December 31, 1994 and 1993
<TABLE>
<CAPTION>
1994 1993
<S> <C> <C>
Investments, at fair value:
Common stock of TNP Enterprises, Inc.
(1,722,018 shares in 1994 and
1,471,213 shares in 1993) $ 25,615,021 24,275,237
United States Treasury Bills 14,306,147 16,061,141
Vanguard Wellesley Income Fund (355,230
units in 1994 and 251,916 units in 1993) 6,056,669 4,846,364
Vanguard Index 500 Fund (134,954 units
in 1994 and 114,195 units in 1993) 5,798,963 5,007,668
United States Savings Bonds 116,372 144,175
__________ __________
Total investments 51,893,172 50,334,585
Cash 128,702 227,037
____________ __________
Net assets available for benefits $ 52,021,874 50,561,622
============ ==========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
TEXAS-NEW
MEXICO POWER COMPANY
THRIFT PLAN FOR EMPLOYEES
Statements of Changes in Net Assets Available for Benefits
Years ended December 31, 1994 and 1993
<TABLE>
<CAPTION>
1994 1993
<S> <C> <C>
Additions to net assets:
Investment income:
Dividends on common stock of
TNP Enterprises, Inc. $ 1,861,905 2,245,538
Dividends on Vanguard mutual funds 629,591 462,081
Net depreciation in fair value of
investments (note 5) (2,647,227) (2,662,153)
____________ __________
Net investment income (loss) (155,731) 45,466
____________ __________
Contributions (note 1(b)):
Employer 753,349 -
Employees 2,517,943 2,351,518
___________ __________
3,271,292 2,351,518
___________ __________
Total additions 3,115,561 2,396,984
Deduction from net assets -
benefits paid to participants 1,655,309 8,400,061
___________ __________
Net increase (decrease) 1,460,252 (6,003,077)
___________ __________
Net assets available for benefits:
Beginning of year 50,561,622 56,564,699
____________ __________
End of year (note 6) $ 52,021,874 50,561,622
============ ==========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
TEXAS-NEW MEXICO POWER COMPANY
THRIFT PLAN FOR EMPLOYEES
Notes to Financial Statements
December 31, 1994 and 1993
(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. (a) General
The Plan is a defined contribution plan
covering employees of Texas-New Mexico Power Company (the
Company), a wholly owned subsidiary of TNP Enterprises, Inc.
(TNPE), who have one year of service and are age twenty-one
or older. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA).
Effective January 1, 1995, employees age twenty-one or older
become eligible on the first entry date of the Plan year (January 1
or July 1) in which they are scheduled to work at least 1,000 hours.
The Plan is administered by NationsBank of Texas, N. A., as trustee.
(b) Contributions
Each year, participants may contribute,
pursuant to a salary reduction arrangement, from 2% to 9% of
their annual compensation (up to $9,240 in 1994 and $8,994
in 1993). The Company may make matching contributions, up
to 6% of eligible compensation, at the discretion of the
Company's Board of Directors. Effective January 1, 1993,
the Company suspended its matching contributions to the
Plan; however, in 1994 the Company's Board of Directors
approved restoration of the Company's matching
contributions, effective for participant contributions after
June 30, 1994.
(c) Expenses of Administering the Plan
All costs and expenses incurred in
administering the Plan have been paid by the Company.
(d) Participant Accounts
Each participant's account is credited with
that participant's contributions, the Company's matching
contributions and allocated investment earnings and losses
of the directed investments in the participant's account.
Effective April 28, 1994, the Plan was amended to also allow
participants to transfer funds from other qualified plans.
(e) Vesting
Participants are fully vested in their
contributions and the Company's matching contributions,
including actual earnings thereon, at all times.
In the event of complete or partial termination of
the Plan, the assets of the Plan shall be distributed to the
participants and their beneficiaries in accordance with the
Plan agreement.
<PAGE>
(1) Description of Plan, Continued
(f) Investment Options
Participants may direct contributions in 10% increments in
any of four investment options:
TNPE Common Stock - Funds are invested in
the common stock of TNPE.
Certain U. S. Government securities - Funds are invested in
certain U. S. treasury bills and savings bonds.
Vanguard Wellesley Income Fund - Funds are invested in
shares of a registered investment company that invests
primarily in various equity security portfolios that seek to
match the performance of distinct market indices.
Vanguard Index 500 Fund - Funds are invested in shares of a
registered investment company that invests primarily in U.S.
Government and corporate debt obligations and dividend-
paying equity securities.
Participants may change their investment options quarterly.
(g) Payment of Benefits
Upon termination of service, a participant
may elect to receive either a lump-sum amount equal to the
value of their account, or installments over a 5-year
period.
(2) Summary of Significant Accounting Policies
(a) Basis of Presentation
The accompanying financial statements have
been prepared on the accrual basis of accounting.
(b) Investment Valuation and Income Recognition
The Plan's investments are stated at fair
value. Common stock of TNPE is valued using quoted market
prices. 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. U. S.
Treasury Bills are valued using quoted market prices. U. S.
Savings Bonds are valued at redemption value, which
approximates fair value.
Purchases and sales of securities are
recorded on the trade date (the date the buy or sell order
is executed). 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.
(c) Payment of Benefits
Benefits are recorded when paid.
(Continued)
<PAGE>
TEXAS-NEW MEXICO POWER COMPANY
THRIFT PLAN FOR EMPLOYEES
Notes to Financial Statements
(3) 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.
(4) Tax Status
The Internal Revenue Service has determined and
informed the Company by letter dated June 12, 1991, that the
Plan and related trust are 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 i
s 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.
(5) Investments
Net appreciation (depreciation) in the fair value of
investments bought, sold, and held by the Plan during 1994
and 1993 is summarized as follows:
<TABLE>
<CAPTION>
1994 1993
<S> <C> <C>
Common stock of TNPE $(2,418,409) (3,620,308)
United States Treasury Bills 581,751 555,227
Vanguard Wellesley Income Fund (702,907) 138,382
Vanguard Index 500 Fund (110,569) 255,960
United States Savings Bonds 2,907 8,586
____________ __________
$(2,647,227) (2,662,153)
============ ==========
</TABLE>
(Continued)
<PAGE>
TEXAS-NEW MEXICO POWER COMPANY
THRIFT PLAN FOR EMPLOYEES
Notes to Financial Statements
(6) Changes in Net Assets Allocated to Investment Funds
The following is an analysis of changes in net assets allocated
to investment funds for the years ended December 31, 1994 and 1993:
<TABLE>
<CAPTION>
Net
Balance at Investment Balance at
January 1, Income Benefits December 31,
1994 1994 (Loss) Contributions Paid Transfers 1994
<S> <C> <C> <C> <C> <C> <C>
Common stock
of TNPE $24,275,237 (556,504) 1,873,701 (448,344) 470,931 25,615,021
United States
Treasury Bills 16,061 ,141 581,751 404,226 (980,396) (1,760,575) 14,306,147
Vanguard
Wellesley
Income Fund 4,846,364 (251,611) 468,509 (150,883) 1,144,290 6,056,669
Vanguard Index
500 Fund 5,007,668 67,726 524,856 (75, 686) 274,399 5,798,963
United States
Savings Bonds 144,175 2,907 - - (30,710) 116,372
Cash 227,037 _ _ _ (98,335) 128,702
___________ ________ ________ _________ ________ _________
Total $50,561,622 (155,731) 3,271,292 (1,655,309) - 52,021,874
=========== ======== ========= ========== ======== ==========
<CAPTION>
Net
Balance at Investment Balance at
January 1, Income Benefits December 31,
1993 1993 (Loss) Contributions Paid Transfers 1993
<S> <C> <C> <C> <C> <C> <C>
Common stock
of TNPE $28,167,310 (1,374,770) 441,356 (1,159,681) (1,798,978) 24,275,237
United States
Treasury Bills 23,431,128 553,839 1,056,208 (7,240,380) (1,739,654) 16,061,141
Vanguard
Wellesley
Income Fund 2,119,326 479,648 379,130 - 1,868,260 4,846,364
Vanguard Index
500 Fund 2,640,310 376,775 474,824 - 1,515,759 5,007,668
United States
Savings Bonds 141,938 9,974 - - (7,737) 144,175
Cash 64,687 - - - 162,350 227,037
___________ _______ _________ __________ _________ __________
Total $56,564,699 45,466 2,351,518 (8,400,061) _ 50,561,622
=========== ======= ========= ========== ========== ==========
</TABLE>
<PAGE>
TEXAS-NEW MEXICO POWER COMPANY
THRIFT PLAN FOR EMPLOYEES
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1994
<TABLE>
<CAPTION>
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
Common Stocks:
<S> <C> <C> <C>
TNP Enterprises, Inc.* 1,722,018 shares of no $ 29,418,081 25,615,021
par common stock
United States Treasury Bills:
United States $2,115,000 Treasury Bills,
Government due January 19, 1995,
yielding 5.52% 2,088,590 2,109,797
United States $1,955,000 Treasury Bills,
Government due February 9, 1995,
yielding 4.85% 1,929,673 1,945,420
United States $1,945,000 Treasury Bills,
Government due March 30, 1995,
yielding 5.66% 1,918,156 1,919,268
United States $1,865,000 Treasury Bills,
Government due March 9, 1995,
yielding 5.54% 1,838,364 1,846,686
United States $1,830,000 Treasury Bills,
Government due February 2, 1995,
yielding 4.72% 1,806,501 1,822,735
United States $1,140,000 Treasury Bills,
Government due January 26, 1995,
yielding 3.58% 1,125,765 1,136,546
United States $1,100,000 Treasury Bills,
Government due February 23, 1995,
yielding 5.17% 1,085,425 1,092,047
United States $1,045,000 Treasury Bills,
Government due January 5, 1995,
yielding 2.76% 1,032,120 1,044,812
(Continued)
<PAGE>
TEXAS-NEW MEXICO POWER COMPANY
THRIFT PLAN FOR EMPLOYEES
Item 27a - Schedule of Assets Held for Investment Purposes,
Continued
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
United States Treasury Bills, Continued:
United States $555,000 Treasury Bills,
Government due February 16, 1995,
yielding 4.98% $547,508 551,675
United States $380,000 Treasury Bills,
Government due March 2, 1995,
yielding 5.45% 374,717 376,694
United States $265,000 Treasury Bills,
Government due January 12, 1995,
yielding 4.25% 261,800 264,735
United States $108,000 Treasury Bills,
Government due March 23, 1995,
yielding 5.59% 106,533 106,708
United States $90,000 Treasury Bills,
Government due March 16, 1995,
yielding 5.54% 88,751 89,024
14,203,903 14,306,147
Mutual Funds:
Vanguard Wellesley 355,230 units 6,589,170 6,056,669
Income Fund
Vanguard Index 500 134,954 units 5,577,595 5,798,963
Fund
12,166,765 11,855,632
United States Savings Bonds:
United States $31,344 Series E and
Government Series EE Savings Bonds,
various maturities at
various interest rates 31,344 116,372
____________ __________
$ 55,820,093 51,893,172
============ ==========
* Party-in-interest
<PAGE>
TEXAS-NEW MEXICO POWER COMPANY
THRIFT PLAN FOR EMPLOYEES
Item 27d - Schedule of Reportable Transactions
Year ended December 31, 1994
</TABLE>
<TABLE>
<CAPTION>
Current
Expense Value of
Identity of Incurred Asset on
Party Description Purchase Selling Lease with Cost Transaction Net Gain
Involved of Asset Price Price Rental Transaction of Asset Date or (Loss)
Common Stocks:
<S> <S> <C> <C> <C> <C> <C> <C>
NationsBank,as Purchases of
trustee* 333,351 shares
of common stock
of TNP Enterprises,
Inc.* $ 5,079,393 - - - 5,079,393 5,079,393 -
NationsBank, as Sales of 82,546 shares
trustee* of common stock of
TNP Enterprises,
Inc.* - 1,321,200 - - 1,442,482 1,321,200 (121,282)
<F1>
* Party-in-interest
</TABLE>
<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 March 10, 1995, relating to the
statements of net assets available for benefits of Texas-New
Mexico Power Company Thrift Plan for Employees as of
December 31, 1994 and 1993, and the related statements of changes
in net assets available for benefits for the years
then ended and related supplemental schedules, which report
appears in the December 31, 1994, annual report on Form 11-K
of TNP Enterprises, Inc.
KPMG Peat Marwick LLP
Fort Worth, Texas
March 24, 1995
