TAUNUS CORPORATION
31 West 52nd Street
New York, New York 10019
Linda L. Assali
Director
Telephone: (615) 835-2901
February 11, 2000
Securities and Exchange Commission
SEC Document Control
450 Fifth Street, N.W.
Washington, DC 20549
Attn: Filing Desk
Dear Sirs:
Re: Filing of Schedule 13G on
TNP Enterprises, Inc.
Pursuant to Rule 13d-1 of the General Rules and Regulations under
the Securities Exchange Act of 1934, the following is one copy of
the Schedule 13G with respect to the common stock of the above
referenced corporation.
Please acknowledge your receipt of the Schedule 13G filing
submission through the EDGAR-Link System software, by E-Mail
confirmation.
Sincerely,
Linda L. Assali
Enclosures
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )
TNP Enterprises, Inc.
_______________________________________
NAME OF ISSUER:
Common Stock (No Par Value)
_______________________________________
TITLE OF CLASS OF SECURITIES
872594106
_______________________________________
CUSIP NUMBER
December 31, 1999
_______________________________________
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[X] Rule 13d-I(b)
[ ] Rule 13d-I(c)
[ ] Rule 13d-I(d)
1.NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Taunus Corporation
2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(A) [ ]
(B) [ ]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER
SHARES 897,000
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 0
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 979,400
PERSON WITH 8. SHARED DISPOSITIVE POWER
0
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
979,400*
10.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(9) EXCLUDES CERTAIN
SHARES *
[]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.3%**
12.TYPE OF REPORTING PERSON
HC,CO
* Included in this figure are the securities reported by
Deutsche Bank Securities Inc. on the following cover page.
Taunus expressly declares, pursuant to Rule 13d-4, that the
filing of this statement shall not be construed as an admission
that it is, for the purposes of Section 13(d) or 13(g) of the
Act, the beneficial owner of the securities reported on this
cover page
** Included in this percentage is the percentage of securities
reported by Deutsche Bank Securities Inc. on the following cover
page.
1.NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Deutsche Bank Securities Inc.
2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(A) [ ]
(C) [ ]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 5. SOLE VOTING POWER
SHARES 824,400
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 0
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 824,400
PERSON WITH 8. SHARED DISPOSITIVE POWER
0
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
824,400
10.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(9) EXCLUDES CERTAIN
SHARES []
11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.1%
12.TYPE OF REPORTING PERSON
BD
Item 1(a). Name of Issuer:
TNP Enterprises, Inc. (the Issuer )
Item 1(b). Address of Issuer's Principal Executive Offices:
The address of the Issuer's principal executive offices
4100 International Plaza, PO Box 2943, Fort Worth, TX
76113
Item 2(a). Name of Person Filing:
This statement is filed on behalf of Taunus Corporation
( Taunus ) and Deutsche Bank Securities Inc. ( DBSI)
(Taunus and DBSI together, the Reporting Persons ).
Item 2(b). Address of Principal Business Office or, if none,
Residence:
The principal place of business of Taunus
and DBSI is 31 West 52nd Street, New York,
New York, 10019.
Item 2(c). Citizenship:
The citizenship of each of the Reporting Persons
is set forth on the applicable cover page.
Item 2(d). Title of Class of Securities:
The title of the securities is common stock (the
Common Stock ).
Item 2(e). CUSIP Number:
The CUSIP number of the Common Stock is set forth on
each cover page.
Item 3. If this statement is filed pursuant to Rules 13d-1(b),
or 13d-2(b) or (c), check whether the person filing is
a:
A. Taunus Corporation:
(a) [ ] Broker or dealer registered under
section 15 of the Act;
(b) [ ] Bank as defined in section 3(a)(6) of
the Act;
(c) [ ] Insurance Company as defined in
section 3(a)(19) of the Act;
(d) [ ] Investment Company registered under
section 8 of the Investment Company Act of 1940;
(e) [ ] An investment adviser in accordance with
Rule 13d-1 (b)(1)(ii)(E);
(f) [ ] An employee benefit plan, or endowment
fund in accordance with Rule 13d-1 (b)(1)(ii)(F);
(g) [X] A parent holding company or control
person in accordance with Rule 13d-1 (b)(1)(ii)(G);
(h) [ ] A savings association as defined in
section 3(b) of the Federal Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the
definition of an investment company under section
3(c)(14) of the Investment Company Act of 1940;
(j) [ ] Group, in accordance with Rule 13d-1
(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1 (c),
check this box. [ ]
B. Deutsche Bank Securities Inc.:
(a) [X] Broker or dealer registered under section
15 of the Act;
(b) [ ] Bank as defined in section 3(a)(6) of
the Act;
(c) [ ] Insurance Company as defined in
section 3(a)(19) of the Act;
(d) [ ] Investment Company registered under
section 8 of the Investment Company Act of 1940;
(e) [ ] An investment adviser in accordance with
Rule 13d-1 (b)(1)(ii)(E);
(f) [ ] An employee benefit plan, or endowment
fund in accordance with Rule 13d-1 (b)(1)(ii)(F);
(g) [ ] A parent holding company or control
person in accordance with Rule 13d-1 (b)(1)(ii)(G);
(h) [ ] A savings association as defined in
section 3(b) of the Federal Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the
definition of an investment company under section
3(c)(14) of the Investment Company Act of 1940;
(j) [ ] Group, in accordance with Rule 13d-1
(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1 (c),
check this box. [ ]
Item 4. Ownership.
(a) Amount beneficially owned:
Each of the Reporting Persons owns the
amount of the Common Stock as set forth on the
applicable cover page.
(b) Percent of class:
Each of the Reporting Persons owns the
percentage of the Common Stock as set forth on
the applicable cover page.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
Each of the Reporting Persons has the
sole power to vote or direct the vote of
the Common Stock as set forth on the
applicable cover page.
(ii) shared power to vote or to direct the vote:
Each of the Reporting Persons has the
shared power to vote or direct the vote of
the Common Stock as set forth on the
applicable cover page.
(iii) sole power to dispose or to direct the
disposition of:
Each of the Reporting Persons has the
sole power to dispose or direct the
disposition of the Common Stock as set
forth on the applicable cover page.
(iv) shared power to dispose or to direct the
disposition of:
Each of the Reporting Persons has the
shared power to dispose or direct the
disposition of the Common Stock as set
forth on the applicable cover page.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the
Parent Holding Company.
Bankers Trust Company and DB Alex.Brown LLC are
indirect wholly-owned subsidiaries of Taunus holding Common
Stock. Omitted from the ownership structure are certain
intermediate and/or indirect holding companies of Taunus which do
not exercise voting or investment discretion with respect to the
Common Stock reported under this filing.
Item 8. Identification and Classification of Members of the
Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired and are held in the ordinary course of business and were
not acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Dated: February 11, 2000
TAUNUS CORPORATION
By: /s/ David
Mellgard
Name: David Mellgard
Title: Secretary
Consent of Deutsche Bank Securities Inc.
The undersigned agrees that the Schedule 13G executed
by Taunus Corporation to which this statement is attached as an
exhibit is filed on behalf of Taunus Corporation and Deutsche
Bank Securities Inc. pursuant to Rule 13d-1(k)(1) of the
Securities Exchange Act of 1934.
Dated: February 11, 2000
DEUTSCHE BANK SECURITIES INC.
By: /s/ James T. Byrne, Jr.
Name: James T. Byrne, Jr.
Title: Secretary
