As filed with the Securities and Exchange Commission on February 13, 1998
Registration No. 2-93266
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3/A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 1
TNP ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
Texas 75-1907501
(State or other jurisdiction of (I.R.S. Identification No.)
incorporation or organization
4100 International Plaza
P.O. Box 2943
Fort Worth, Texas 76113
(817) 731-0099
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
MICHAEL D. BLANCHARD Copy to:
Corporate Secretary and General Counsel PAUL W. TALBOT
TNP Enterprises, Inc. TNP Enterprises, Inc.
4100 International Plaza 4100 International Plaza
P.O. Box 2943 P.O. Box 2943
Fort Worth, Texas 76113 Fort Worth, Texas 76113
(817) 731-0099 (817) 731-0099
Fax: (817) 737-1333 Fax: (817) 737-1333
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to the public:
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box
<PAGE>
This Post-Effective Amendment is filed to terminate the offering of
Securities registered pursuant to Registration No. 2-93266, declared effective
October 3, 1984 (the "Registration Statement") and to remove from registration
294,697 shares of the Registrant's common stock reserved for issuance pursuant
to the TNP Enterprises Dividend Reinvestment Plan (the "DRIP") previously
registered pursuant hereto. The reason for this termination of registration is
that the Registrant has replaced the DRIP with the Registrant's Direct Stock
Purchase Plan (the "DSSP"). These shares are being removed pursuant to the
Registrant's undertakings in the Registration Statement.
<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-3 and has duly caused this Post Effective
Amendment No. 1 Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Fort Worth, State of
Texas, on the 31st day of December, 1997.
TNP ENTERPRISES, INC.
By /s/ M. S. Cheema
M. S. Cheema
Senior Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No 1 Registration Statement on Form S-3 has been signed
by the following persons on behalf of the Registrant in the capacities and on
the dates indicated.
Signature Title Date
/s/ Kevern R Joyce Chairman & Chief Executive Officer December 15, 1997
=========================
Kevern R. Joyce
Sr. Vice President &
/s/ M.S. Cheema Chief Financial Officer December 15, 1997
=========================
M. S. Cheema
/s/ Scott Forbes Controller December 15, 1997
=========================
Scott Forbes
/s/ R. Denny Alexander Director December 15, 1997
=========================
R. Denny Alexander
/s/ John A. Fanning Director December 15, 1997
=========================
John A. Fanning
/s/ Sidney M. Gutierrez Director November 11, 1997
=========================
Sidney M. Gutierrez
/s/ J. R. Holland Director November 11, 1997
=========================
J. R. Holland, Jr.
/s/ Harris L. Kempner, Jr. Director November 11, 1997
===========================
Harris L. Kempner, Jr.
/s/ Carol D. Smith Surles Director November 11, 1997
=========================
Dr. Carol D. Smith Surles
/s/ Larry G. Wheeler Director November 11, 1997
=========================
Larry G. Wheeler
/s/ Dennis H. Withers Director November 11, 1997
=========================
Dennis H. Withers
