As filed with the Securities and Exchange Commission on February 19, 1998
Registration No.-33-58897
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
____________________
Post-Effective Amendment No. 1 to
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
____________________
TNP ENTERPRISES, INC.
(Exact Name of Registrant as Specified in its Charter)
Texas 75-1907501
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
4100 International Plaza
Fort Worth, Texas 76109
(Address of Principal Executive Offices)
TNP ENTERPRISES, INC. EQUITY INCENTIVE PLAN
and
TNP ENTERPRISES, INC. NONEMPLOYEE DIRECTOR STOCK PLAN
(Full Title of the Plans)
____________________
Copy to:
Michael D. Blanchard Paul W. Talbot
General Counsel Senior Counsel
TNP Enterprises, Inc. TNP Enterprises, Inc.
4100 International Plaza 4100 International Plaza
Fort Worth, Texas 76109 Fort Worth, Texas 76109
(817) 731-0099
(Name and Address of Agent for Service)
(Telephone Number, including area code)
____________________
<PAGE>
PROSPECTUS
TNP ENTERPRISES, INC.
47,162 SHARES COMMON STOCK
(No Par Value)
ISSUED PURSUANT TO THE
TNP ENTERPRISES, INC. EQUITY INCENTIVE PLAN
This Prospectus may be used by certain individuals (named under the caption
and hereafter called "Selling Shareholders") in connection with their sales of
47,162 shares of common stock, no par value ("Common Stock") of TNP Enterprises,
Inc. (the "Company") issued to them under the TNP Enterprises, Inc. Equity
Incentive Plan (the "Plan"). The Company expects that Selling Shareholders who
choose to offer and sell their shares will do so from time to time in ordinary
market transactions at then-current market prices for shares of Common Stock on
the New York Stock Exchange, or in other transactions at negotiated prices. The
Company will pay the expenses of this Prospectus but will receive no part of the
proceeds of any such sales.
The Selling Shareholders might be deemed to be "underwriters" within the
meaning of the Securities Act of 1933 (the "Securities Act"), in which event any
discounts, concessions or commissions that they receive, which are not expected
to exceed those customary in the types of transactions involved, may be deemed
to be underwriting commissions under the Securities Act.
The Common Stock is traded on the New York Stock Exchange ("NYSE") under
the symbol "TNP." On February 17, 1998, the average high and low prices for one
share of Common Stock on the NYSE was $32 13/16.
____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is February 18, 1998.
<PAGE>
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus, and, if given or
made, such information or representations must not be relied upon as having been
authorized. This Prospectus does not constitute an offer to sell or the
solicitation of an offer to buy any securities other than the securities to
which it relates or any offer to sell or the solicitation of an offer to buy
such securities in any circumstances in which such offer or solicitation is
unlawful. Neither the delivery of this Prospectus nor any sale hereunder shall,
under any circumstances, create any implication that there has been no change in
the Company's affairs since the date hereof or that the information contained
herein is correct as of any time subsequent to its date.
TABLE OF CONTENTS
AVAILABLE INFORMATION .........................................................2
THE COMPANY....................................................................3
SELLING SHAREHOLDERS...........................................................3
MANNER OF SALE.................................................................4
EXPERTS........................................................................4
DOCUMENTS INCORPORATED BY REFERENCE............................................5
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). In accordance with the
Exchange Act, the Company files reports, proxy statements, and other information
with the SEC. The Company has also filed with the SEC a registration statement
on Form S-8 under the Securities Act with respect to the Common Stock to which
this Prospectus relates. This Prospectus does not contain all of the information
set forth in the registration statement, certain parts of which are omitted in
accordance with the rules and regulations of the SEC. Statements contained in
this Prospectus concerning the provisions of any document are not necessarily
complete and, in each instance, reference is hereby made to the copy of the
document filed as an exhibit to the registration statement.
You can inspect and copy the registration statement described above, its
exhibits, and the reports, proxy statements, and other information that the
Company files with the SEC at the SEC's principal office at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the SEC's regional offices at 7
World Trade Center, 13th Floor, New York, New York 10048, and Suite 1400, 500
West Madison Stret, Chicago, Illinois 60661. You can also obtain copies of such
material by mail at prescribed rates from the SEC's Public Reference Section at
its principal office at 450 Fifth Street, N.W., Washington, D.C. 20549. You may
also access such material at the SEC's home page or the Internet at
http:/www.sec.gov.
The Common Stock is listed on the NYSE, and reports, proxy statements, and
other information concerning the Company can also be inspected at the offices of
the NYSE at 20 Broad Street, New York, New York 10009.
The Company will furnish without charge, upon written or oral request, to
any person, including any beneficial owner, to whom this Prospectus is
delivered, a copy of any information that has been incorporated in this
Prospectus by reference. Requests should be directed to Investor Relations, TNP
Enterprises, Inc., 4100 International Plaza, Fort Worth, Texas 76109, telephone
number (817) 731-0099.
<PAGE>
THE COMPANY
TNP Enterprises, Inc. (the "Company"), a non-utility holding company, is
engaged in the generation, purchase, transmission, distribution and sale of
electricity to customers within the States of Texas and New Mexico through its
wholly-owned subsidiary, Texas-New Mexico Power Company ("TNMP"). The Company is
exempt from regulation as a "registered holding company" as the term is defined
in the Public Utility Holding Company Act of 1935, as amended (the "1935 Act").
TNMP provides electric service to approximately 222,000 customers in 85
municipalities and adjacent rural areas through three operating regions.
TNMP owns one electric generating facility, TNP One, which is located in
Robertson County, Texas. TNP One consists of two 150-megawatt units, each
utilizing a lignite-fueled, circulating fluidized bed technology. The two units
are supplying, on an annualized basis, approximately 25% of TNP's power
requirements.
The Company and its subsidiaries are all Texas corporations. Their
executive offices are located at 4100 International Plaza, P. O. Box 2943, Fort
Worth, Texas 76113 and their telephone number is (817) 731-0099.
SELLING SHAREHOLDERS
The Selling Shareholders whose shares of Common Stock are covered by this
Prospectus ("Selling Shareholders") are current officers of the Company. The
following table shows the names of the Selling Shareholders and the positions
each has held with the Company held during the past three years, the number of
shares of the Company's Common Stock that each beneficially owns as of January
20, 1998, the number of shares covered by this Prospectus, and the number of
shares each Selling Shareholder will hold if he or she sells all of the shares
offered by this Prospectus.
<TABLE>
<CAPTION>
Beneficial
Selling Beneficial Ownership Shares Ownership After
Shareholder Positions with the Company Before Offering Offered1 Offering2
<S> <C> <C> <C>
Kevern R. Joyce President and Chief Executive Officer since 19,965 10,061 9,904
April 1994. Chairman since April 1995.
Jack V. Chambers Senior Vice President since 1996; Senior Vice 32,047 5,861 26,186
President and Chief Customer Officer of TNMP
since 1994.
Manjit S. Cheema Senior Vice President and Chief Financial 12,099 4,251 7,848
Officer since May 1997; Senior Vice President
and Chief Financial Officer of TNMP since
July 1996; Previously Vice President and
Chief Financial Officer of Company and TNMP
and Treasurer of TNMP.
John P. Edwards Senior Vice President - Corporate Relations 3,441 1,981 1,460
since July 1996.
Ralph S. Johnson Senior Vice President since May 1997; Senior 10,201 4,039 6,162
Vice President - Power Resources of TNMP
since July 1996. Previously Vice President
of Company and TNMP.
W. Douglas Hobbs Vice President - Business Development since 6,008 3,190 2,818
February 1997. Previously TNMP Vice
President and Regional Customer Officer.
Allan B. Davis TNMP Vice President and Regional Customer 5,979 2,798 3,181
Officer
Larry W. Dillon TNMP Vice President and Regional Customer 9,767 3,184 6,583
Officer
Dennis R. Cash TNMP Vice President - Human Resources 9,962 2,197 7,765
Michael D. General Counsel and Corporate Secretary. 12,328 2,856 9,472
Blanchard
John A. Montgomery President, Facility Works, Inc., a 3,142 1,809 1,333
wholly-owned subsidiary, since August 1996;
Vice President of the Company since April
1996. Previously TNMP Vice President of
Marketing.
Patrick L. Bridges Treasurer. Previously TNMP Director of 6,469 2,088 4,381
Finance.
Melissa D. Davis TNMP Vice President and Regional Customer 5,087 2,255 2,832
Officer since February 1997. Previously TNMP
Controller and Director - Financial
Accounting and Assistant Controller
Scott Forbes Controller of Company since May 1997 and of 733 592 141
TNMP since February 1997. Previously Manager
- Financial Systems and Reporting
</TABLE>
1 Consists of shares issued pursuant to the Company's Equity Incentive Plan
as short-term incentive plan payments in 1996, with respect to which
trading restrictions have expired, and as long-term incentive payments in
1998.
2 As of January 20, 1998, approximately 13,179,064 shares were outstanding.
Each Selling Stockholder will beneficially own less than 1% of the
outstanding Common Stock after any sales pursuant to this Prospectus.
MANNER OF SALE
The Selling Shareholders are expected to sell all or a portion of the
shares of Common Stock offered by this Prospectus from time to time on one or
more exchanges or in the over-the-counter market, or otherwise, at prices
prevailing at the times of such sales. The Selling Stockholders may also make
private sales directly or through a broker or brokers. In connection with any
sales, the Selling Stockholders and any brokers participating in such sales may
be deemed to be underwriters within the meaning of the Securities Act.
In addition, any securities covered by this Prospectus that qualify for
sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to
this Prospectus.
EXPERTS
The consolidated financial statements of TNP Enterprises, Inc. and
subsidiaries as of December 31, 1996 and 1995, and for each of the years in the
three-year period ended December 31, 1996, have been incorporated by reference
herein and in the registration statement in reliance upon the report of KPMG
Peat Marwick LLP, independent certified public accountants, incorporated by
reference herein, and upon the authority of such firm as experts in accounting
and auditing.
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
All documents that the Company files with the SEC pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act, subsequent to the date of this
Prospectus and before termination of the offering pursuant to this Prospectus
are deemed to be incorporated by reference in and to be a part of this
Prospectus from the date of filing such documents.
The following documents are incorporated in this Prospectus by reference:
1. The Company's latest annual report on Form 10-K filed pursuant to
Sections 13(a) or 15(d) of the Exchange Act;
2. All other reports that the Company has filed pursuant to Sections
13(a) or 15(d) of the Exchange Act since the end of the fiscal year
covered by the Company's latest annual report described in 1. above;
and
3. The descriptions of the Company's Common Stock set forth in the
Company's registration statement on Form 8-B, file number 1-8847,
filed pursuant to Section 12 of the Exchange Act and effective
February 1, 1985, as well as the Company's registration statement on
Form S-3, file number 33-53918, under the heading "Description of the
Common Stock," and any reports or amendments to the foregoing filed
with the SEC for the purpose of updating such descriptions.
<PAGE>
II-6
PART II
Item 8. Exhibits
The exhibits denoted by * below are filed with this Post Effective
Amendment No. 1 to the registration statement. The other exhibits listed below
were filed previously with the Securities and Exchange Commission and are
incorporated in this registration statement by reference to the filings noted
parenthetically.
Exhibit No. Exhibit
4(a) - Articles of Incorporation and Amendments through March 6,
1984 (Exhibit 3(a), File No. 2-89800)
4(b) - Amendment to Articles of Incorporation filed September
25, 1984 (Exhibit 3(b) to Form 10-K for the
year ended December 31, 1987)
4(c) - Amendment to Articles of Incorporation filed August 29,
1985 (Exhibit 3(a) to Form 10-K for the
year ended December 31, 1985)
4(d) - Amendment to Articles of Incorporation filed June 2, 1986
(Exhibit 3(a) to Form 10-K for the year
ended December 31, 1986)
4(e) - Amendment to Articles of Incorporation filed May 10, 1988
(Exhibit 3(e) to Form 10-K for the year
ended December 31, 1988)
4(f) - Amendment to Articles of Incorporation filed May 10, 1988
(Exhibit 3(f) to Form 10-K for the year
ended December 31, 1988)
4(g) - Amendment to Articles of Incorporation filed December
27, 1988 (Exhibit 3(g) to Form 10-K for the
year ended December 31, 1988)
4(h) - Bylaws of the Registrant, as amended November 15, 1994
(Exhibit 3(h) to Form 10-K for the year
ended December 31, 1994)
4(i) - TNP Enterprises, Inc. Equity Incentive Plan (Exhibit
4(i) to the Registration Statement, filed
April 28, 1995)
4(j) - TNP Enterprises, Inc. Nonemployee Director Stock Plan
(Exhibit 4(j) to the Registration Statement,
filed April 28, 1995)
5 - Opinion of Michael D. Blanchard, Esq. (Exhibit 5 to the
Registration Statement, filed April 28,
1995)
23(a)* - Consent of KPMG Peat Marwick LLP
23(b) - Consent of Michael D. Blanchard, Esq. (included in Exhibit
5 to the Registration Statement, filed
April 28, 1995)
24* - Power of Attorney (set forth on page II-6 of this
registration statement)
*Filed herewith.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Post-Effective
Amendment No. 1 to the registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Fort Worth, State of
Texas, on this 17th day of February, 1998.
TNP ENTERPRISES, INC.
By: /s/ Kevern R. Joyce
KEVERN R. JOYCE, Chairman, President & Chief Executive Officer
POWER OF ATTORNEY Each individual whose signature appears below constitutes
and appoints Manjit S. Cheema and Michael D. Blanchard, and each of them, such
person's true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for such person and in such person's name,
place, and stead, in any and all capacities, to sign any and all amendments
(including posteffective amendments) to this Registration Statement, and to file
the same with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as such person
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
SIGNATURE TITLE DATE
/s/ Kevern R. Joyce Chairman, President & Chief Executive Officer February 17, 1998
KEVERN R. JOYCE
/s/ M. S. Cheema Senior Vice President & Chief Financial Officer February 17, 1998
M. S. CHEEMA
/s/ Scott Forbes Controller (Principal Accounting Officer) February 17, 1998
SCOTT FORBES
* Director February 17, 1998
R. DENNY ALEXANDER
* Director February 17, 1998
JOHN A. FANNING
* Director February 17, 1998
SIDNEY M. GUTIERREZ
/s/ J. R. Holland, Jr. Director January 26, 1998
J. R. HOLLAND, JR.
* Director February 17, 1998
HARRIS L. KEMPNER, JR.
/s/ Carol D. Smith Surles Director February 17, 1998
CAROL D. SMITH SURLES
/s/ Larry G. Wheeler Director February 17, 1998
LARRY G. WHEELER
/s/ Dennis H. Withers Director February 17, 1998
DENNIS H. WITHERS
**By: /s/ Michael D. Blanchard February 17, 1998
Michael D. Blanchard, as attorney-in-fact
</TABLE>
INDEX TO EXHIBITS
The exhibits denoted by * below are filed with this amendment. The other
exhibits listed below were filed previously with the Securities and Exchange
Commission and are incorporated in this registration statement by reference to
the filings noted parenthetically.
Exhibit No. Exhibit
4(a) - Articles of Incorporation and Amendments through March 6,
1984 (Exhibit 3(a), File No. 2-89800)
4(b) - Amendment to Articles of Incorporation filed September
25, 1984 (Exhibit 3(b) to Form 10-K for the year ended
December 31, 1987)
4(c) - Amendment to Articles of Incorporation filed August
29, 1985 (Exhibit 3(a) to Form 10-K for the year ended
December 31, 1985)
4(d) - Amendment to Articles of Incorporation filed June 2, 1986
(Exhibit 3(a) to Form 10-K for the year ended December
31, 1986)
4(e) - Amendment to Articles of Incorporation filed May 10, 1988
(Exhibit 3(e) to Form 10-K for the year ended December
31, 1988)
4(f) - Amendment to Articles of Incorporation filed May 10, 1988
(Exhibit 3(f) to Form 10-K for the year ended December
31, 1988)
4(g) - Amendment to Articles of Incorporation filed December
27, 1988 (Exhibit 3(g) to Form 10-K for the year ended
December 31, 1988)
4(h) - Bylaws of the Registrant, as amended November 15, 1994 (
Exhibit 3(h) to Form 10-K for the year ended December 31,
1994)
4(i) - TNP Enterprises, Inc. Equity Incentive Plan (Exhibit 4(i)
to Form S-8 filed April 25, 1995)
4(j) - TNP Enterprises, Inc. Nonemployee Director Stock Plan
(Exhibit 4(j) to Form S-8 filed April 25, 1995)
5* - Opinion of Michael D. Blanchard, Esq.
23(a)* - Consent of KPMG Peat Marwick LLP
23(b) - Consent of Michael D. Blanchard, Esq. (included in Exhibit
5)
24* - Power of Attorney (set forth on page II-6 of this
registration statement)
EXHIBIT 23(b)
Independent Auditors' Consent
The Board of Directors
TNP Enterprises, Inc.:
We consent to the use of our report incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the prospectus.
Our report refers to a change in the method of accounting for operating revenues
in 1995.
KPMG Peat Marwick LLP
Fort Worth, Texas
February 18, 1998
