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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. _________
SW I Acquisition GP, L.P.
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(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
information:
1. The name, state of organization, location and nature of business of
claimant and every subsidiary thereof:
State of
Name Organization Location and Nature of Business
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SW I Acquisition GP, L.P. Texas 2 Robbins Lane Suite 201
Jericho, NY 11753
Holding Company
TNP Enterprises, Inc. Texas 2 Robbins Lane Suite 201
Jericho, NY 11753
Holding Company
Texas-New Mexico Power Company Texas P.O. Box 2943
Fort Worth, TX 76113
Electric Utility/Holding Company
Facility Works, Inc. Texas P.O. Box 2943
Fort Worth, TX 76113
General purpose corporation
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TNP Operating Company Texas P.O. Box 2943
Fort Worth, TX 76113
General purpose corporation
(inactive)
Texas Generating Company* Texas P.O. Box 2943
Fort Worth, TX 76113
Special purpose corporation
Texas Generating Company II* Texas P.O. Box 2943
Fort Worth, TX 76113
Special purpose corporation
* Wholly owned subsidiary of Texas-New Mexico Power Company
2. In April of 2000, SW Acquisition, L.P. through a wholly owned special
purpose acquisition subsidiary, merged with TNP Enterprises, Inc.
("Enterprises"). As result of the merger, Enterprises became a wholly owned
subsidiary of SW Acquisition, L.P. SW Acquisition, L.P. is run by SW I
Acquisition GP, L.P., a single purpose limited partnership responsible for the
day to day management of SW Acquisition, L.P. The following is a brief
description of the properties of claimant and of its subsidiary Enterprises, a
holding company exempt under Section 3(a)(1) of the Act, 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.
Texas Generating Company and Texas Generating Company II , wholly owned special
purpose subsidiary financing companies of TNMP.
Texas-New Mexico Power Company (TNMP) serves approximately 233,000
customers in a total of 85 municipalities and adjacent rural areas. TNMP has
three operating regions within Texas. The largest municipalities within Texas
that TNMP serves are Texas City, Lewisville, and League City. The regions
located in Texas are:
. North Central Region. Electric transmission and distribution systems
serving 56 communities in northeastern and central Texas. The region
is based at Lewisville, Texas.
. Gulf Coast Region. Electric transmission and distribution systems
serving 14 communities in southeastern Texas. The region is based
at Texas City, Texas.
. Mountain Region. Electric transmission and distribution system serves
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6 communities in southwestern Texas and 9 communities in southern New
Mexico. The Mountain region is based at Silver City, New Mexico. The
largest municipalities within this region served by TNMP are Silver City,
Alamogordo and Ruidoso, New Mexico, and Pecos, Texas.
TNMP and its subsidiaries own generating facilities located in Robertson
County, Texas, which is in the central part of Texas. The generating facilities
consist of two 150 MW, circulating fluidized bed units, and currently use
lignite as the fuel source. TNMP also has a transmission line connecting
these units to a major transmission grid in Texas. TNMP sells electricity from
these units solely within Texas. Neither the claimant nor any of its
subsidiaries own transmission lines that deliver or receive electricity at the
border of Texas.
As described above, a portion of TNMP's Mountain Region serves southern New
Mexico. Within New Mexico, TNMP is a regulated public utility engaged in the
supply, transmission, distribution and sale of electric energy. TNMP owns
transmission and distribution lines within New Mexico.
3. Certain information, for the calendar year 1999 with respect to TNP
Enterprises and its subsidiaries, is provided in the following:
(a) Total MWH sold and related revenues.
See TNP Enterprises, Inc. Form U-3A-2 filed with the Commission on 2/25/2000 -
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File No. 69-291.
(b) MWH sold at retail and related revenues.
See TNP Enterprises, Inc. Form U-3A-2 filed with the Commission on 2/25/2000 -
- ---
File No. 69-291.
(c) MWH sold at wholesale and related revenues.
See TNP Enterprises, Inc. Form U-3A-2 filed with the Commission on 2/25/2000 -
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File No. 69-291.
(d) MWH purchased and related purchased power expenses.
See TNP Enterprises, Inc. U-3A-2 filed with the Commission on 2/25/2000 - File
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No. 69-291.
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 operations of the TNP Enterprises
and its subsidiaries for the last calendar year 1999, together with a
consolidating balance sheet and
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consolidating statements of retained earnings of TNP Enterprises and its
subsidiaries as of the close of the 1999 calendar year.
See TNP Enterprises, Inc. Form U-3A-2 filed with the Commission on 2/25/2000 -
- ---
File No. 69-291.
Exhibit B. A Financial Data Schedule for the period ended December 31,
1999, including Item Nos. 1, 2, and 3.
See TNP Enterprises, Inc. Form U-3A-2 filed with the Commission on 2/25/2000 -
- ---
File No. 69-291.
The above named claimant has caused this statement to be duly executed on
its behalf by its authorized officer on this 28th day of April, 2000.
SW I Acquisition GP, L.P.
By /s/
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Dr. William J. Catacosinos
Attest: General Partner
/s/
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Kathleen Marion
The name, title and address of the officer to whom notices and correspondence
concerning this statement should be addressed is:
Dr. William J. Catacosinos
SW I Acquisition GP, L.P.
2 Robbins Lane Suite 201
Jericho, NY 11753
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Exhibit A
TNP ENTERPRISES, INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENTS OF INCOME (LOSS)
For the Year Ended December 31, 1999
See TNP Enterprises, Inc. Form U-3A-2 filed with the Commission on 2/25/2000 -
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File No. 69-291.
TNP ENTERPRISES, INC. AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
December 31, 1999
See TNP Enterprises, Inc. Form U-3A-2 filed with the Commission on 2/25/2000 -
- ---
File No. 69-291.
Exhibit B
TNP ENTERPRISES, INC. AND SUBSIDIARIES
Financial Data Schedule
For the Period Ending December 31, 1999
See TNP Enterprises, Inc. Form U-3A-2 filed with the Commission on 2/25/2000 -
- ---
File No. 69-291.
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