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)
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 (TNMP), 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 TNMP, an electric public
utility corporation, the principal operating subsidiary of
claimant. TNMP is a regulated public utility engaged in the
generation, transmission, distribution and sale of electric
energy. TNMP has two operating regions throughout Texas. The
largest municipalities within Texas served by TNMP are Texas
City, Lewisville, and La Marque. The regions located in the
State of Texas are as follows:
North-Central Region. Electric
transmission and distribution systems serving 25
municipalities and 18 unincorporated communities in 17
counties to the south and west of Fort Worth, Texas,
and serving 36 municipalities and 19 unincorporated
communities in 14 North Texas counties and 3 counties
in the Texas Panhandle. The region is based at
Lewisville, Texas.
South-Western Region. Electric
transmission and distribution systems serving 14
municipalities and 2 unincorporated communities in 3
counties on the Texas Gulf Coast, and serving 6
municipalities and 1 unincorporated community in 5
counties in West Texas. The region is based at Texas
City, Texas.
Generating facilities owned by TNMP 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. TNMP also has a transmission
line connecting these units to a major transmission grid in
Texas. Electricity from these units is sold by TNMP 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, TNMP is a regulated public utility
engaged in the generation, transmission, distribution and sale of
electric energy.
TNMP has one region in the
southwestern portion of New Mexico which operates
electric transmission and distribution facilities.
The largest municipalities served by TNMP are Silver
City, Alamogordo, and Ruidoso. The region 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 region is based at Silver City, New
Mexico.
3. The following information, together with certain additional da
ta for the calendar year 1994, with respect to claimant and its
subsidiaries, is provided in the following chart:
<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 Revenues $ 401,789 - - 76,200 477,989 - -
Net Utility Plant 542,034 151,412 195,006 78,821 620,855 151,412 195,006
87.3% 100.0% 100.0% 12.7% 100.0% 100.0% 100.0%
Total Customers 174,135 - - 42,232 216,367 - -
80.5% 0.0% 0.0% 19.5% 100.0% 0.0% 0.0%
MWH Sold:
Wholesale 3,330 - - - 3,330 - -
Retail 4,998,661 - - 1,469,504 6,468,165 - -
Total System 5,001,991 - - 1,469,504 6,471,495 - -
MWH Purchased 3,369,972 - - 1,102,334 4,472,306 - -
MWH Generated 2,336,830 - - - 2,336,830 - -
</TABLE>
<F1>
(1) No MWH are purchased or sold at the State line.
All dollar amounts are in thousands.
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,
1994, together with a consolidating balance sheet of claimant and
its subsidiary companies as of the close of the 1994 calendar
year, is presented.
Exhibit B. A Financial Data Schedule for the period ended
December 31, 1994, including Item Nos. 1, 2, and 3.
The above named claimant has caused this statement to
be duly executed on its behalf by its authorized officer on this
24 day of February, 1995.
TNP Enterprises, Inc.
By______________________________
M. S. Cheema
Vice President and Chief
Financial Officer
Corporate Seal
Attest:
_________________________________
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
<TABLE> <S> <C>
<ARTICLE> OPUR3
<CIK> 0000741612
<NAME> TNP ENTERPRISES, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<BOOK-VALUE> PER-BOOK
<TOTAL-ASSETS> 1,071,792
<TOTAL-OPERATING-REVENUES> 477,989
<NET-INCOME> (17,441)
</TABLE>
TNP ENTERPRISES, INC. AND SUBSIDIARIES
Consolidating Statements of Operations
For the Periods Ended December 31, 1994
(Amounts in Thousands)
<TABLE>
<CAPTION>
Texas-New TNP
Mexico Power TNP TNP Enterprises,
Company Operating Bayport Enterprises Consolidating Inc.
Consolidated* Co. Cogeneration Inc. Entries Consolidated
<S> <C> <C> <C> <C> <C> <C>
Operating Revenues $ 477,989 477,989
Operating Expenses :
Power purchased for resale 194,595 194,595
Fuel 46,988 46,988
Other operating and general 72,472 72,472
Maintenance 11,966 11,966
Reorganization costs 8,782 8,782
Depreciation of utility plant 36,782 36,782
Taxes, other than on income 29,651 29,651
Income taxes (1,238) (1,238)
Total Operating Expenses 399,998 - 399,998
Net Operating Income 77,991 - 77,991
Other Income (Loss):
Provision for
regulatory disallowances (31,546) - (31,546)
Other income, net 1,475 (16) 5 (17,838) 17,431 1,057
Income taxes 10,694 6 (2) (393) 10,305
Net Other Income (Loss) (19,377) (10) 3 (18,231) 17,431 (20,184)
Earnings (Loss) before
interest charges 58,614 (10) 3 (18,231) 17,431 57,807
Interest charges 75,248 75,248
Net Earnings (Loss) (16,634) (10) 3 (18,231) 17,431 (17,441)
Dividends on preferred stock 790 790
Earnings (Loss) Applicable
to Common Stock $ (17,424) (10) 3 (18,231) 17,431 (18,231)
* Consolidation of Texas-New Mexico Power Company and its wholly owned
subsidiaries, Texas Generating Company and Texas Generating Company II.
</TABLE>
<PAGE>
TNP ENTERPRISES, INC. AND SUBSIDIARIES
Consolidating Balance Sheet
December 31, 1994
(Amounts in Thousands)
<TABLE> TNP
TNP TNP Enterprises,
TNMP Operating Bayport Enterprises, Consolidating Inc.
Consolidated Company Cogeneration Inc. Entries Consolidated
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Utility plant $ 1,196,093 1,196,093
Less: accumulated depreciation 228,820 228,820
Net Utility Plant 967,273 967,273
Investment in Subsidiary
Companies - 186,928 (186,928) -
Non-utility property 183 1,125 1,308
Current Assets :
Cash and cash equivalents 8,614 49 - 6,634 15,297
Investment securities - 5,590 5,590
Other current assets 17,176 1 (305) 163 17,035
Deferred purchased power,
fuel and stand-by 15,258 15,258
Total current assets 41,048 49 1 11,919 163 53,180
Deferred debits 51,978 1,930 (3,877) 50,031
TOTAL ASSETS $1,060,482 1,174 1 200,777 (190,642) 1,071,792
CAPITALIZATION AND LIABILITIES
Capitalization :
Common stock equity:
Common stock $ 107 100 1 134,117 (208) 134,117
Capital In excess
of par value 175,111 100 (175,211) -
Retained earnings 10,559 951 - 50,752 (11,510) 50,752
Total common equity 185,777 1,151 1 184,869 (186,929) 184,869
Redeemable cumulative
preferred stocks 8,680 8,680
Long-term debt, net of amount due
within one year 682,832 682,832
Total Capitalization 877,289 1,151 1 184,869 (186,929) 876,381
Current Liabilities :
Long-term debt due
within one year 2,670 2,670
Accounts payable 21,951 21,951
Revenues subject to refund 4,782 4,782
Other current liabilities 43,186 23 - 4,513 (3,713) 44,009
Total current liabilities 72,589 23 - 4,513 (3,713) 73,412
Regulatory tax liabilities 47,307 47,307
Accumulated deferred
taxes on income 36,769 10,191 46,960
Accumulated deferred
investment tax credits 15,708 1,204 16,912
Deferred credits 10,820 10,820
TOTAL CAPITALIZATION
AND LIABILITIES $ 1,060,482 1,174 1 200,777 (190,642) 1,071,792
</TABLE>
