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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
(X)ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1993
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 1-8847
TNP ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
TEXAS 75-1907501
(State of incorporation) (I.R.S. Employer Identification Number)
4100 International
P. O. Box 2943
Fort Worth, Texas 76113
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 817-731-0099
Securities registered pursuant to Section 12(b) of the Act:
Shares Name of
Outstanding Each Exchange on
Title of Each Class of Securities on January 31, 1994 Which Registered
Common Stock, No Par Value 10,697,996 New York Stock Exchange
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendments to this Form 10-K. [X]
As of January 31, 1994 non-affiliates of the Registrant held 10,623,257
shares of the Common Stock having an aggregate market value of
$189,890,718.88 based on the closing price on the New York Stock Exchange of
$17.875 per share.
Documents Incorporated By Reference
Part Where
Document Incorporated
(1) Annual Report to Shareholders for the
year ended December 31, 1993 I, II
(2) Proxy Statement (distributed to
holders of common stock on or
about March 28, 1994 III
TNP ENTERPRISES, INC. FORM 10-K
PART I
Item 1. Business.
General Development of Business
The Company And Its Subsidiaries
TNP Enterprises, Inc. (Company) is a Texas corporation organized in
February 1983. The Company owns all of the outstanding common stock
of its three subsidiaries: Texas-New Mexico Power Company (Utility),
its principal operating subsidiary; Bayport Cogeneration, Inc.
(Bayport); and TNP Operating Company. The Company and the Utility are
holding companies as defined in the Public Utility Holding Company Act
but each is exempt from regulation as a "registered holding company"
as defined in said act. All financial information presented herein or
incorporated by reference is on a consolidated basis and all
intercompany transactions and balances have been eliminated.
Texas-New Mexico Power Company
Texas-New Mexico Power Company is a public utility engaged in the
generation, purchase, transmission, distribution and sale of
electricity to customers within the States of Texas and New Mexico.
The Utility is qualified to do business as a foreign corporation in
the State of Arizona. Business conducted in Arizona is limited to
ownership as tenant-in-common with two other electric utility
corporations in a 345-KV electric transmission line which transmits
electrical energy into New Mexico for sale to customers in New Mexico.
The Utility is subject to regulation by the Public Utility Commission
of Texas (PUCT) and the New Mexico Public Utility Commission (NMPUC).
The Utility is subject in some of its activities, including the
issuance of securities, to the jurisdiction of the Federal Energy
Regulatory Commission (FERC), and its accounting records are
maintained in accordance with the FERC Uniform System of Accounts.
The Utility has two wholly owned subsidiaries, Texas Generating
Company (TGC), organized in 1988, and Texas Generating Company II (TGC
II), organized in 1991.
TNP One
Prior to 1990, the Utility purchased virtually all of its electric
requirements, primarily from other utilities. In an effort to
diversify its energy and fuel sources, the Utility contracted with a
consortium consisting of Westinghouse Electric Corporation, Combustion
Engineering, Inc. and H. B. Zachry Company to construct TNP One. TNP
One is a two-unit lignite-fueled, circulating fluidized bed generating
plant in Robertson County, Texas. Unit 1 and Unit 2 of TNP One
together provide, on an annualized basis, approximately 30% of the
Utility's electric capacity requirements in Texas. The Utility
acquired Unit 1 on July 20, 1990, and Unit 2 on July 26, 1991, through
TGC and TGC II, respectively. The Utility operates the two units and
sells the output of TNP One to its Texas customers. Unit 1 began
commercial operation on September 12, 1990, and Unit 2 on October 16,
1991. As of December 31, 1993, the costs of Unit 1 and Unit 2 were
approximately $357 million and approximately $282.9 million,
respectively. Portions of the costs were funded by the Utility, with
the majority of the costs borrowed by TGC and TGC II under separate
financing facilities for the two units, which are guaranteed by the
Utility.
TNP ENTERPRISES, INC. FORM 10-K
Regulatory Proceedings
The Utility has received rate orders from the PUCT placing the
majority of the costs of each of the two units of TNP One in rate
base. The Utility and other parties to the proceedings have appealed
both orders. For a review of the history of the two rate proceedings
and the pending judicial proceedings, see Item 3, "Legal Proceedings"
and note 5 to the consolidated financial statements contained in the
Annual Report to Shareholders for the year ended December 31, 1993.
See note 2 to the consolidated financial statements contained in the
Annual Report to Shareholders for the year ended December 31, 1993 for
a discussion of the financings of the two units including, during
1993, substantial reduction of the TNP One construction indebtedness
and extension of the payment schedule for the remaining balance of the
construction debt. For a discussion of the effects of the
construction and financing of TNP One on the Utility's financial
condition, including the detrimental regulatory treatment received to
date, see "Management's Discussion and Analysis of Financial Condition
and Results of Operations" contained in the Annual Report to
Shareholders for the year ended December 31, 1993.
Business of Other Subsidiaries
TNP Operating Company and Bayport are general purpose corporations
organized under the Texas Business Corporation Act. Neither company
was materially involved in any business activities during 1993.
Financial Information About Industry Segments
This information is incorporated by reference to page 37 of the Annual
Report to Shareholders for the year ended December 31, 1993. It is
not possible to attribute operating profit or loss and identifiable
assets to each of the classes of customers listed on the page referred
to in said Annual Report.
Kilowatt-hour (KWH) sales in 1993 were assisted by more typical
weather experienced in 1993 as compared to 1992. KWH sales declined
in 1992 from 1991 due in part to milder than normal temperatures in
the Utility's service area in Texas; however, revenues were
approximately the same for the two years due primarily to an increase
in the Utility's Texas customers' rates in 1992. Also contributing to
the sales decline was the failure of new customers and revenues to
materialize as expected within the industrial class to ameliorate the
loss of KWH sales to certain industrial customers. During 1993, the
number of industrial customers decreased by 14, but that decrease
included the consolidation of 10 customers into 2 customers for
billing purposes and the reclassification of 3 customers to the
commercial class of customers.
See "Management's Discussion and Analysis of Financial Condition and
Results of Operations" contained in the Annual Report to Shareholders
for the year ended December 31, 1993 for a discussion of the changes
in operating revenues, including rate increases.
Narrative Description of Business
The Company is a holding company as defined in the Public Utility
Holding Company Act of 1935, but is exempt from regulation as a
"registered holding company" under the act except with respect to the
acquisition of securities of other public utility companies. The
Company's exemption is based upon the substantially intrastate
character of the operations of the Utility, and the filing with the
Securities and Exchange Commission (SEC) of an annual exemption
statement pursuant to its Rule U-2. The Public Utility Holding
Company Act authorizes the SEC to terminate an exemption which it
determines to be detrimental to the public interest or to the interest
of investors or consumers. Therefore, the extent to which the Company
and its nonutility subsidiaries may expand or diversify and maintain
the Company's exempt status is always subject to review by the SEC.
The Company does not intend to take any action which will jeopardize
its exempt status.
TNP ENTERPRISES, INC. FORM 10-K
The Company is not subject to regulation by the PUCT. The Company is
not generally subject to regulation by the NMPSC; the NMPSC statutes
do not regulate holding companies except under certain circumstances
of consolidation, merger, or acquisition. Both of these agencies have
regulatory authority under state laws over the activities of the
Utility. The Utility, and not the Company, is also subject to the
jurisdiction of the FERC, in certain respects, under the terms of the
Federal Power Act.
Narrative Description of Utility Business
General
The Utility purchases and generates electricity for sales to its
customers wholly within the States of Texas and New Mexico. The
Utility's purchases of electricity are primarily from other utilities
and cogenerators (see "Sources of Energy" in this section). The
Utility's current generation of electricity is from TNP One.
The Utility owns and operates electric transmission and distribution
facilities in 90 municipalities and adjacent rural areas in Texas and
New Mexico. The areas served contain a population of approximately
616,000. The Utility's service is delivered to customers in four
operating divisions in Texas and one operating division in New Mexico.
The Utility's Southeast Division, on the Texas Gulf Coast, is adjacent
to the Johnson Space Center and lies between the cities of Houston and
Galveston. The economy is supported by the oil and petrochemical
industries, agriculture and the general commercial activity of the
Houston area. This division produced 49.5% of the total operating
revenues in 1993. The Utility's Northern Division is based in
Lewisville, just north of the Dallas-Fort Worth International Airport,
and extends to include municipalities along the Red River and in the
Texas Panhandle. This division serves a variety of commercial,
agricultural and petroleum industry customers and produced 19.5% of
the Utility's revenues in 1993. The economy of the Utility's New
Mexico Division is primarily dependent upon mining and agriculture.
Copper mines are the major industrial customers in the New Mexico
Division. This division produced 16.8% of the total operating
revenues in 1993. The Utility's Central Division includes
municipalities and communities located to the south and west of Fort
Worth. This area's economy is largely dependent on agriculture and to
lesser degrees tourism and oil production. In far west Texas, between
Midland and El Paso, the Utility's Western Division serves
municipalities whose economies are primarily related to oil and gas
production, agriculture and food processing.
The Utility serves and intends to continue serving members of the
public in all of its present service areas. The Utility will
construct facilities as needed to meet increasing demand for its
service. The Utility will also extend service beyond its present
service territories to the extent permitted by law and the orders of
regulatory commissions. For a description of the properties utilized
to provide this service, see Item 2, "Properties."
Operating Revenues
Revenues contributed by the Utility's operating divisions in 1993,
1992 and 1991 and the corresponding percentages of total operating
revenues are shown below:
1993 1992 1991
Operating Revenues Revenues Revenues
Division (000's) %'s (000's) %'s (000's) %'s
Central $39,460 8.3% $ 35,421 8.0% $ 34,625 7.8%
Northern 92,265 19.5 83,626 18.9 84,227 19.1
Southeast 234,895 49.5 222,460 50.1 220,581 50.0
Western 28,084 5.9 27,193 6.1 27,487 6.2
New Mexico 79,538 16.8 75,127 16.9 74,423 16.9
Total $474,242 100.0% $443,827 100.0% $441,343 100.0%
TNP ENTERPRISES, INC. FORM 10-K
In 1993, 1992 and 1991, no single customer accounted for greater
than 10% of operating revenues, although the Utility has two
affiliated industrial customers in the New Mexico Division which,
together, contributed between 8% and 10% of the Utility's revenues
in each of these years.
Sources of Energy
Information on the "Sources of Energy" of the Utility is
incorporated herein by reference to pages 4 and 5 of the Annual
Report to Shareholders for the year ended December 31, 1993.
Recovery of Purchased Power and Fuel Costs
Purchased power cost recovery adjustment clauses in the Utility's
rate schedules have been authorized by the regulatory authorities
in Texas and New Mexico. A fixed fuel recovery factor in Texas has
also been approved. Both are of substantial benefit to the Utility
in efforts to recover timely and adequately these significant
elements of operating expenses as described in note 1(g) to the
consolidated financial statements contained in the Annual Report to
Shareholders for the year ended December 31, 1993.
Franchises
The Utility holds franchises from each of the 90 municipalities in
which it renders electric service. On December 31, 1993, these
franchises had expiration dates varying from 1994 to 2039, 86
having stated terms of 25 years or more and two having stated terms
of 20 years and two having stated terms of 15 years. The Utility
also holds certificates of public convenience and necessity from
the PUCT covering all of the territories it serves in Texas. The
Utility has been issued certificates for other areas after hearings
before the PUCT. These certificates include terms which are
customary in the public utility industry. In New Mexico, the
Utility operates generally under the grandfather clause of that
state's Public Utility Act which authorizes the continuance of
existing service following the date of the adoption of such act.
Seasonality of Business
The Utility's business is seasonal in character. Summer weather
causes increased use of air-conditioning equipment which produces
higher revenues during the months of June, July, August and
September. For the year ended December 31, 1993, approximately 40%
of annual revenues were recorded in June, July, August and
September, and 60% in the other eight months.
Working Capital
The Utility's major demands on working capital are (1) the monthly
payments for purchased power costs from the Utility's suppliers,
(2) monthly and semi-annual interest payments on long-term debt and
(3) semi-monthly payments for the lignite fuel source for TNP One.
The purchased power and fuel costs are eventually recovered through
the Utility's customers' rates and the purchased power and fuel
costs recovery adjustment clauses and fixed fuel factors, more
fully described in note 1(g) to the consolidated financial
statements contained in the Annual Report to Shareholders for the
year ended December 31, 1993.
Unlike many other generating utilities, the Utility does not have
the requirement of maintaining a large fuel inventory (lignite) due
to the proximity of TNP One with the lignite mine site.
The Utility sells customer receivables, as do many other
utilities. The Utility sells its customer receivables to a
nonaffiliated company on a nonrecourse basis.
TNP ENTERPRISES, INC. FORM 10-K
Competitive Conditions
As a regulated public utility, the Utility operates with little
direct competition throughout most of its service territory.
Pursuant to the Texas Public Utility Regulatory Act, the PUCT has
issued to all electric utilities in the State certificates of
public convenience and necessity authorizing them to render elec-
tric service. Rural electric cooperatives, investor-owned electric
utilities and municipally owned electric utilities are all defined
in such act as public utilities. In 72 of the 81 Texas
municipalities served, the Utility has been the only electric
utility issued a certificate to serve customers within the
municipal limits. The Utility is also the only electric utility
authorized to serve customers in some of the rural areas where it
has electric facilities. In other rural areas served by the
Utility, other electric utilities have also been authorized to
serve customers; however, rural electric cooperatives may, under
certain circumstances, become exempt from the PUCT's rate
regulation. Where other electric utilities have also been
certificated to serve customers within the same service area, the
Utility may be subject to competition.
From time to time, industrial customers of the Utility express
interest in cogeneration as a method of reducing or eliminating
reliance upon the Utility as a source of electric service, or to
lower fuel costs and improve operating efficiency of process steam
generation. During 1993, a major industrial customer in the
Utility's Southeast Division requested proposals for a cogeneration
project for evaluation by the customer. The Utility's operating
revenues from this customer during 1993 were approximately $28
million. In January 1994, a potential developer for the proposed
project was selected by the customer. The Utility's goal is to
retain this customer and to lower overall system operating costs
through coordination with the potential developer. Although the
Utility cannot predict the ultimate outcome of the process, the
current project as proposed by the customer, and as outlined by the
potential developer, appears to present a means by which the
Utility may retain electric service to this customer, at current
levels. The Utility is actively pursuing the development of the
necessary agreements with the potential developer to further define
the degree to which electric service to this customer is retained
and overall system operating costs may be lowered.
In New Mexico, a utility subject to the jurisdiction of the NMPUC
may not extend into territory served by another utility or into
territory not contiguous to its service territory without a
certificate of public convenience and necessity from the NMPUC.
Investor-owned electric utilities and rural electric cooperatives
are subject to the jurisdiction of the NMPUC.
The Energy Policy Act of 1992, adopted in October 1992,
significantly changed the U.S. energy policy, including the
governing of the electric utility industry. Among the features of
this act is the creation of Exempt Wholesale Generators and the
authorization of the FERC to order, on a case-by-case basis,
wholesale transmission access. It appears that these particular
features will create competition for the generation and supply of
electricity. Management continues to evaluate the effects of this
act on the Utility. Although the act may not affect the Utility
directly, the Utility believes that this increased competition will
not have an unfavorable impact on it.
Environmental Requirements
Environmental requirements are not expected to materially affect
capital outlays or materially affect the Utility directly. As the
Utility's electric suppliers may be affected by environmental
requirements and resulting costs, the rates charged by them to the
Utility may be increased and thus the Utility will be affected
indirectly.
The Utility's facilities in Texas and New Mexico are regulated by
federal and state environmental agencies. These agencies have
jurisdiction over air emissions, water quality, wastewater
discharges, solid wastes and hazardous substances. The Utility
maintains continuous procedures to insure compliance with all
applicable environmental laws, rules and regulations. Various
Utility activities require permits, licenses, registrations and
approvals from such agencies. The Utility has received all
necessary authorizations for the construction and continued
operation of its generation, transmission and distribution systems.
TNP ENTERPRISES, INC. FORM 10-K
TNP One's circulating fluidized bed technology produces "clean"
emissions, without the addition of costly scrubbers. Unit 1 and
Unit 2 meet the standards of the Clean Air Act of 1990. Under this
act, an entity will be given an allotted number of allowances which
permit emissions up to a specified level. The Utility believes the
allowances received to be sufficient for the level of emissions to
be created by TNP One.
The construction costs for TNP One included approximately $89
million for environmental protection facilities. During 1993, 1992
and 1991, as an ongoing operation of air pollution abatement,
including ash removal, TNP One incurred expenses of approximately
$2.6 million, $2.7 million and $1.9 million, respectively. The
Utility anticipates additional capital expenditures of $875,000 by
1995 for air emissions monitoring equipment for TNP One.
The operations of the Utility are subject to a number of federal,
state and local environmental laws and regulations, which govern
the storage of motor fuels, including those regulating underground
storage tanks. In September 1988, the Environmental Protection
Agency (EPA) issued regulations that required all newly installed
underground storage tanks be protected from corrosion, be equipped
with devices to prevent spills and overfills, and have a leak
detection method that meets certain minimum requirements. The
effective commencement date for newly installed tanks was December
22, 1988. Underground storage tanks in place prior to December 22,
1988, must conform to the new standards by December 1998. The
Utility currently estimates the cost over the next five years to
bring its existing underground storage tanks into compliance with
the EPA guidelines will be $100,000. The Utility also has the
option of removing any existing underground storage tanks.
During 1993, 1992, and 1991, the Utility incurred cleanup and
testing costs on both leaking and nonleaking storage tanks of
approximately $98,000, $89,000, and $84,000, respectively, in
complying with these EPA regulations. A change in the regulations
in the State of Texas permitted the Utility to collect in 1992 from
the state environmental trust fund $65,000 of expenditures paid in
prior years.
Both states in which the Utility owns or operates underground
storage tanks have state operated funds which reimburse the Utility
for certain cleanup costs and liabilities incurred as a result of
leaks in underground storage tanks. These funds, which essentially
provide insurance coverage for certain environmental liabilities,
are funded by taxes on underground storage tanks or on motor fuels
purchased within each respective state. The funds require the
Utility to pay deductibles of less than $5,000 per occurrence.
During 1992, the Texas state environmental trust fund delayed
reimbursement payments after September 30, 1992, of certain cleanup
costs due to an increase in claims. Because the state and federal
government have the right, by law, to levy additional fees on fuel
purchases, the Utility believes these cleanup costs will ultimately
be reimbursed.
Employees
The number of employees on December 31, 1993, was 1,051.
TNP ENTERPRISES, INC. FORM 10-K
Executive Officers of the Registrant
Identification of Executive Officers
Executive Officers of the Company
Positions & Offices Held Period of
with the Company Such Office
Name Age Within the Past 5 Years1 Years Months
D. R. Spurlock2 61 Interim President & Chief 0 1
Executive Officer and Director
D. R. Barnard 61 Vice President & 4 8
Chief Financial Officer
Vice President & 4 6
Treasurer
M. D. Blanchard 43 Corporate Secretary & 6 4
General Counsel
Monte W. Smith 40 Treasurer 4 8
Director - Internal Audit 2 11
Executive Officers of the Utility
Positions & Offices Held Period of
with the Utility Such Office
Name Age Within the Past 5 Years1 Years Months
D. R. Spurlock 61 Interim President & Chief 0 1
Executive Officer and Director
Sector Vice President - 2 4
Operations
Vice President - 11 1
Division Manager
D. R. Barnard 61 Sector Vice President & 3 8
Chief Financial Officer
Vice President & 1 0
Chief Financial Officer
Vice President & 17 0
Treasurer
J. V. Chambers, Jr. 44 Sector Vice President - 3 8
Revenue Production
Vice President - Contracts 3 2
& Regulation
1, 2 See respective explanation appearing on the following page.
TNP ENTERPRISES, INC. FORM 10-K
Positions & Offices Held Period of
with the Utility Such Office
Name Age Within the Past 5 Years1 Years Months
M. C. Davie 58 Vice President - Corporate 10 11
Affairs
A. B. Davis 56 Vice President - Chief Engineer 1 8
Chief Engineer 1 4
Assistant Chief Engineer 0 1
Manager - Engineering 5 8
L.W. Dillon 39 Vice President - Operations 0 1
Division Manager 3 6
Division Engineering Manager 4 11
R. J. Wright 46 Vice President - 0 6
Corporate Services/Generation
Vice President -
Manager - Generation 4 8
M. D. Blanchard 43 Corporate Secretary & 6 4
General Counsel
Monte W. Smith 40 Treasurer 4 8
Director - Internal Audit 2 11
1 All officers are elected annually by the respective Board of Directors
for a one-year term until the next annual meeting of the Board of
Directors or until their successors shall be elected and qualified.
The term of an officer elected at any other time by the Board also will
run until the next succeeding annual meeting of the Board of Directors
or until a successor shall be elected and qualified.
2 Retired as Sector Vice President of the Utility effective December 31,
1992; named Interim President & Chief Executive Officer effective
November 9, 1993.
With the exception of D. R. Spurlock, each of the above-named officers
is a full-time employee of the Utility and has been for more than five
years prior to the date of the filing of this Form 10-K.
TNP ENTERPRISES, INC. FORM 10-K
Item 2. Properties.
The Utility's electric properties served a total of 211,911 customers
at year-end and consisted of the installations described in the
following sections.
(1) Electric generation, transmission and distribution facilities
located in the State of Texas are as follows:
(A) Central Division. Electric transmission and distribution sys-
tems serving 25 municipalities and 18 unincorporated
communities in 17 counties to the south and west of Fort
Worth, Texas. The division is based at Clifton, Texas.
(B) Northern Division. Electric transmission and distribution
systems serving 36 municipalities and 19 unincorporated
communities in 14 North Texas counties and 3 counties in the
Texas Panhandle. The division is based at Lewisville, Texas.
(C) Southeast Division. Electric transmission and distribution
systems serving 14 municipalities and 2 unincorporated
communities in 3 counties on the Texas Gulf Coast. The
division is based at Texas City, Texas.
(D) Western Division. Electric transmission and distribution sys-
tems serving 6 municipalities and 1 unincorporated community
in 5 counties in West Texas. The division is based at Pecos,
Texas.
(E) Robertson County, Texas. Two 150-megawatt lignite-fueled
generating units (Unit 1 and Unit 2, collectively referred to
as TNP One) using circulating fluidized bed technology. The
Utility also has an 18-mile long transmission line to connect
TNP One to a major transmission grid in Texas.
(2) Electric generation, transmission and distribution facilities in
the State of New Mexico serve 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 Division is based at Silver City, New
Mexico.
(3) The facilities owned by the Utility include those normally used in
the electric utility business. The facilities are of sufficient
capacity to adequately serve existing customers, and such
facilities may be extended and expanded to serve future customer
growth of the Utility in existing service areas. The Utility
generally constructs its transmission and distribution facilities
upon real property held pursuant to easements or public rights of
way and not upon real property held in fee simple by the Utility.
(4) All real and personal property of the Utility, with certain
exceptions such as much of TNP One, is subject to the lien of the
Indenture of Mortgage and Deed of Trust (Bond Indenture) under
which the Utility's First Mortgage Bonds are issued. Certain
exceptions are set forth in the Bond Indenture. The lenders in
the Unit 2 financing facility and the holders of all secured
debentures hold a second lien on all real and personal Texas
property of the Utility.
Holders of the Utility's Secured Debentures, due 1999 and Series
A, Secured Debentures, due 2003 equally and ratably hold first
liens on approximately 59% of Unit 1. The remaining amount of
Unit 1 property is subject to a first lien under the Utility's
Bond Indenture and a second lien under the secured debentures'
indentures.
The lenders under the Unit 2 financing facility and the Utility's
Secured Debentures, due 1999, equally and ratably hold first liens
on approximately 74% of Unit 2. The remaining amount of Unit 2
property is subject to a first lien under the Utility's Bond
Indenture and a second lien under the secured debentures'
indentures.
Under certain conditions, upon repayment of portions of the loans
or secured debentures under the financing facilities, the Utility
may purchase undivided interests in Unit 1 or Unit 2 from TGC or
TGC II, respectively, whereupon such undivided interests become
subject to the first lien of the Utility's Bond Indenture. See
note 2 to the consolidated financial statements contained in the
Annual Report to Shareholders for the year ended December 31, 1993
for additional information.
TNP ENTERPRISES, INC. FORM 10-K
Item 3. Legal Proceedings.
Appeals of Regulatory Orders
The following summary discusses the Utility's most recent regulatory
proceedings before the PUCT and the judicial appeals. While the
ultimate outcome of these cases and of other matters discussed below
cannot be predicted, the Utility is vigorously pursuing their favorable
conclusion. Material adverse resolution of certain of the matters
discussed below would have a material adverse impact on earnings in the
period of resolution. More detailed discussions of the proceedings and
related impacts are included in "Management's Discussion and Analysis
of Financial Condition and Results of Operations" and note 5 to the
consolidated financial statements contained in the Annual Report to
Shareholders for the year ended December 31, 1993.
PUCT Docket No. 9491
On April 11, 1990, the Utility filed a rate application, Docket No.
9491, with the PUCT for inclusion of the costs of Unit 1 in the
Utility's rate base and for the setting of rates to recover the costs
of that unit. On February 7, 1991, the Utility received a final order
which allowed $298.5 million of the costs of Unit 1 in rate base;
however, the PUCT disallowed from rate base $39.5 million of the
requested investment costs of $338 million for that unit. The PUCT
approved an increase in annualized revenues of approximately $36.7
million, or 67% of the Utility's original $54.9 million rate request.
The PUCT also found that the Utility failed to prove that its decision
to start construction of Unit 2 was prudent. Nevertheless, the PUCT
granted rate base treatment for Unit 2 in Docket No. 10200, as
discussed below.
On appeal by the Utility of the PUCT's order in Docket No. 9491, a
State district court in Travis County, Texas, ruled that the PUCT's
disallowance of rate base treatment for certain costs of Unit 1 was in
error and that the PUCT's "decision to deny $39,508,409 in capital
costs for TNP One Unit 1 is not supported by substantial evidence and
is arbitrary and capricious."
On appeal of the State district court's order by the Utility, the PUCT
and certain of the intervenor cities (the Cities), a Third District
Court of Appeals in Austin, Texas, rendered a judgment partially
reversing the State district court and affirming the PUCT's
disallowances for $30.4 million of the total $39.5 million. The Court
of Appeals remanded the cause to the district court with instructions
that the cause be remanded to the PUCT for proceedings not inconsistent
with the appellate opinion.
On September 9, 1993, the Utility, the Cities and the PUCT filed
motions for rehearing with the Court of Appeals. The Utility's
opponents are seeking, among other things, lower rates and greater
disallowances, and the Utility is seeking higher rates and no
disallowances. The PUCT is not expected to act upon the district
court's ordered remand, discussed above, until the appellate process,
including appeals to the Texas Supreme Court, has been completed.
Based upon the opinions of the Utility's Texas regulatory counsel,
Johnson & Gibbs, a Professional Corporation, management believes that
it will prevail in obtaining a remand of a significant portion of the
disallowances in Docket No. 9491; however, the ultimate disposition and
quantification of these items cannot presently be determined.
Accordingly, no provision for any loss that may ultimately be required
upon resolution of these matters has been made in the consolidated
financial statements.
If the Utility is not successful in obtaining a final favorable
disposition in the appellate proceedings relating to the disallowances
in Docket No. 9491, a write-off of some portion of the $39.5 million
disallowances would be required, which could result in a significant
negative impact on earnings in the period of final resolution.
PUCT Docket No. 10200
On April 11, 1991, the Utility filed a rate application, Docket
No. 10200, with the PUCT for inclusion of $275.2 million of capital
costs of Unit 2 in the Utility's rate base and for the setting of rates
to recover the costs of that unit.
TNP ENTERPRISES, INC. FORM 10-K
On March 18, 1993, the Utility received a final order which allowed
$250.7 million of the Unit 2 costs in rate base; however, the PUCT
disallowed from rate base $21.1 million associated with Unit 2 and $0.8
million additional costs requested for Unit 1. The PUCT also
determined that $11.1 million of Unit 2 costs would be addressed in a
future Texas rate application. The PUCT approved an increase in
annualized revenues of approximately $19 million, or 53%, of the
Utility's original $35.8 million rate request.
The order in Docket No. 10200 also reflects application to the Utility
of a new method for calculating the amount of Federal income tax
expense allowed in cost of service, which significantly reduced the
Utility's level of annualized revenue increase from $26 million to $19
million.
The Docket No. 10200 rate order has been appealed to a Texas district
court by the Utility and other parties. Because of the Court of
Appeals judgment relating to the prudence of starting construction of
Unit 2 (FF No. 84 in the docket No. 9491), the presiding judge in the
Texas district court for the Docket No. 10200 appeal has ordered that
the procedural schedule in this appeal be abated until final resolution
of the FF No. 84 issue in Docket No. 9491. The Utility will vigorously
pursue reversal of the PUCT's new position regarding Federal income tax
expenses, in addition to seeking judicial relief from the disallowances
and certain other rulings by the PUCT in Docket No. 10200. The
opposing parties are seeking a variety of relief to obtain lower rates
and greater disallowances, including overturning the basis of the
Utility's case as presented to the PUCT and sustaining the PUCT's
adverse Federal income tax position without regard to any IRS ruling
on the normalization issue.
Based upon the opinions of the Utility's Texas regulatory counsel,
Johnson & Gibbs, a Professional Corporation, management believes that
it will prevail in obtaining a remand of a significant portion of the
disallowances in Docket No. 10200; however, the ultimate disposition
and quantification of these items cannot presently be determined.
Accordingly, no provision for any loss that may ultimately be required
upon resolution of these matters has been made in the consolidated
financial statements.
If the Utility is not successful in obtaining a final favorable
disposition in the appellate proceedings relating to the disallowances
in Docket No. 10200, a write-off of some portion of the $21.9 million
disallowances would be required, which could result in a significant
negative impact on earnings in the period of final resolution.
Other Legal Matters
The Utility is involved in various claims and other legal actions
arising in the ordinary course of business. In the opinion of
management, the ultimate disposition of these matters will not have a
material adverse effect on the Utility's consolidated financial
position.
Item 4. Submission of Matters to a Vote of Security Holders.
There were no matters submitted to a vote of security holders in the
fourth quarter of 1993.
PART II
Item 5. Market For The Registrant's Common Equity and Related Shareholder
Matters.
This information is incorporated by reference to "Common Stock
Information" on page 38 of the Annual Report to Shareholders for the
year ended December 31, 1993.
For the years ended December 31, 1993 and 1992, the Company paid
$17,344,000, and $13,780,000, respectively, in common dividends.
Dividends were paid on a quarterly basis. Since most of the assets,
liabilities and earnings capability of the Company are those of the
Utility, the ability of the Company to pay dividends will be largely
dependent upon the Utility's operations and the Utility's restrictions
regarding payment of its dividends as discussed in notes 2 and 3 to the
consolidated financial statements contained in the Annual Report to
Shareholders for the year ended December 31, 1993.
TNP ENTERPRISES 10-K
Item 6. Selected Consolidated Financial Data.
This information is incorporated by reference to "Selected Annual
Consolidated Financial Data" on page 36 of the Annual Report to
Shareholders for the year ended December 31, 1993.
See "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and note 5 to the consolidated financial
statements contained in the Annual Report to Shareholders for the year
ended December 31, 1993 for discussion of material uncertainties which
might cause the information incorporated by reference above not to be
indicative of future financial condition or results of operations.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
This information is incorporated by reference to "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" on pages 6 through 16 of the Annual Report to Shareholders
for the year ended December 31, 1993.
Item 8. Financial Statements and Supplementary Data.
This information is incorporated by reference to the appropriate
sections on pages 17 through 35 of the Annual Report to Shareholders
for the year ended December 31, 1993.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
PART III
Item 10. Directors and Executive Officers of the Registrant.
Identification of Directors and Directorships
The information required by this item is incorporated by reference
from "The Nominees and Continuing Directors" of the definitive Proxy
Statement relating to the annual meeting of holders of common stock
of the Company, pursuant to Regulation 14A, filed with the SEC and
mailed on or about March 28, 1994 to the holders of common stock of
the Company.
Identification of Executive Officers
The information required by this item with respect to executive
officers is set forth in Item 1 of Part I of this Form 10-K under
"Executive Officers of the Registrant, " pursuant to instruction 3
of paragraph (b) of Item 401 of Regulation S-K.
Item 11. Executive Compensation.*
Item 12. Security Ownership of Certain Beneficial Owners and Management.*
Item 13. Certain Relationships and Related Transactions.*
* The information required by Items 11, 12, and 13 is incorporated
by reference from the definitive Proxy Statement relating to the
Annual Meeting of holders of common stock of the Company, pursuant
to Regulation 14A, filed with the SEC and mailed on or about
March 28, 1994 to the holders of common stock of the Company.
TNP ENTERPRISES, INC. FORM 10-K
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) Items Filed as Part of This Report
Financial Statements and Supplementary Data
The following information is incorporated by reference to pages 17
through 35 of the Annual Report to Shareholders for the year ended
December 31, 1993:
Independent Auditors' Report
Consolidated Statements of Earnings, Three Years Ended December 31,
1993
Consolidated Balance Sheets, December 31, 1993 and 1992
Consolidated Statements of Common Stock Equity and Redeemable
Cumulative Preferred Stocks, Three Years Ended December 31, 1993
Consolidated Statements of Cash Flows, Three Years Ended December 31,
1993
Notes to Consolidated Financial Statements, December 31, 1993, 1992
and 1991
Selected Quarterly Consolidated Financial Data (Unaudited), Quarters
ended March 31, June 30, September 30, and December 31, 1993 and 1992
Financial Statement Schedules Page
Independent Auditors' Report. . . . . . . . . . . . . . 17
V - Utility Plant, Three Years Ended December 31, 1993 . . . . . 18
VI - Accumulated Depreciation of Utility Plant, Three Years
Ended December 31, 1993 . . . . . . . . . . . . . . 19
IX - Short-term Borrowings, Three Years Ended December 31, 1993 20
X - Supplementary Consolidated Earnings Statement Information,
Three Years Ended December 31, 1993 . . . . . 21
All other schedules are omitted, as the required information is
inapplicable or the information is presented in the consolidated
financial statements or related notes contained in the Annual Report
to Shareholders for the year ended December 31, 1993.
Exhibits.
See Exhibit Index, Pages 22 through 33.
(b) Reports on Form 8-K
None during the last quarter covered by this report.
TNP ENTERPRISES, INC. FORM 10-K
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
(Registrant) TNP ENTERPRISES, INC.
By /s/ D. R. Barnard
D. R. Barnard, Vice President &
Chief Financial Officer
Date: March 22, 1994
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Title Date
By /s/ R. D. Woofter Chairman 3-22-94
R. D. Woofter
By /s/ Dwight R. Spurlock Interim President & 3-22-94
D. R. Spurlock Chief Executive Officer
By /s/ D. R. Barnard Vice President & 3-22-94
D. R. Barnard Chief Financial Officer
By /s/ Monte W. Smith Treasurer (Principal 3-22-94
Monte W. Smith Accounting Officer)
By /s/ R. Denny Alexander Director 3-22-94
R. Denny Alexander
By /s/ Cass O. Edwards, II Director 3-22-94
Cass O. Edwards, II
By /s/ John A. Fanning Director 3-22-94
John A. Fanning
By /s/ Harris L. Kempner, Jr. Director 3-22-94
Harris L. Kempner, Jr.
TNP ENTERPRISES, INC. FORM 10-K
Index to Financial Statement Schedules
Independent Auditors' Report
Schedules:
V - Utility Plant, Three Years Ended December 31, 1993
VI - Accumulated Depreciation of Utility Plant, Three Years Ended
December 31, 1993
IX - Short-term Borrowings, Three Years Ended December 31, 1993
X - Supplementary Consolidated Earnings Statement Information, Three
Years Ended December 31, 1993
All other schedules are omitted, as the required information is inapplicable
or the information is presented in the consolidated financial statements or
related notes.
The consolidated balance sheets of the Company and subsidiaries as of
December 31, 1993 and 1992, and the related consolidated statements of
earnings, common stock equity and redeemable cumulative preferred stocks, and
cash flows for each of the years in the three-year period ended December 31,
1993, together with the related notes and the report of KPMG Peat Marwick,
independent certified public accountants, all contained in the Annual Report
to Shareholders for the year ended December 31, 1993, are incorporated herein
by reference.
TNP ENTERPRISES, INC. FORM 10-K
Independent Auditors' Report
The Shareholders and Board of Directors
TNP Enterprises, Inc.:
Under date of January 28, 1994, we reported on the consolidated balance
sheets of TNP Enterprises, Inc. and subsidiaries as of December 31, 1993 and
1992, and the related consolidated statements of earnings, common stock
equity and redeemable cumulative preferred stocks, and cash flows for each of
the years in the three-year period ended December 31, 1993, as contained in
the 1993 annual report to shareholders. These consolidated financial
statements and our report thereon are incorporated by reference in the annual
report on Form 10-K for the year 1993. In connection with our audits of the
aforementioned consolidated financial statements, we also have audited the
related financial statement schedules as listed in the accompanying index.
These financial statement schedules are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statement schedules based on our audits.
In our opinion, such financial statement schedules, when considered in
relation to the basic consolidated financial statements taken as a whole,
present fairly, in all material respects, the information set forth therein.
The report includes an explanatory paragraph that states that uncertainties
exist with respect to the outcome of certain regulatory matters as discussed
in note 5 to the consolidated financial statements. The ultimate outcome of
these matters cannot presently be determined. Accordingly, no provision for
any loss that may ultimately be required upon resolution of these matters has
been made in the above consolidated financial statements and financial
statement schedules.
As discussed in note 4 to the consolidated financial statements, the Company
changed its method of accounting for income taxes in 1993 to adopt the
provisions of the Financial Accounting Standards Board's Statement of
Financial Accounting Standards (SFAS) No. 109, Accounting for Income Taxes.
As discussed in note 1(j), the Company also adopted the provisions of the
Financial Accounting Standards Board's SFAS No. 106, Employers' Accounting
for Postretirement Benefits Other Than Pensions in 1993.
KPMG PEAT MARWICK
Fort Worth, Texas
January 28, 1994
TNP ENTERPRISES, INC. FORM 10-K
Utility Plant Schedule V
Three Years Ended December 31, 1993
(In Thousands)
Other
Balance at changes: Balance at
beginning Additions add end of
Classification of period at cost(1) Retirements (deduct) period
Year ended
December 31, 1993:
Electric plant $1,184,635 17,587 5,436 6,850 1,203,636
Construction work
in progress 3,922 8,210 - (6,850) 5,282
$1,188,557 25,797 5,436 - 1,208,918
Year ended
December 31, 1992:
Electric plant $1,159,511 30,365 (6,683) 1,442 1,184,635
Construction work
in progress 2,279 3,085 - (1,442) 3,922
$1,161,790 33,450 (6,683) - 1,188,557
Year ended
December 31, 1991:
Electric plant $850,160 313,259 (6,650) 2,742 1,159,511
Construction work
in progress 2,844 2,177 - (2,742) 2,279
$853,004 315,436 (6,650) - 1,161,790
Note: See note 1(c) to the consolidated financial statements contained in the
Annual Report to Shareholders for the year ended December 31, 1993 for
disclosure of depreciation method.
(1) On July 26, 1991, the Utility's wholly owned subsidiary, TGCII, assumed
ownership of TNP One, Unit 2 and assumed the related liabilities
totaling approximately $269 million. In addition, approximately $12
million of deferred charges related to TNP One, Unit 2 were
reclassified to utility plant. These amounts are included in the 1991
additions above. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and note 5 to the
consolidated financial statements contained in the Annual Report to
Shareholders for the year ended December 31, 1993, and Items 1 and 2,
for more information about Unit 2.
During 1992, the Utility reclassified approximately $12 million of
deferred charges to utility plant.
TNP ENTERPRISES, INC. FORM 10-K
Accumulated Depreciation of Utility Plant Schedule VI
Three Years Ended December 31, 1993
(In Thousands)
Other
Additions changes:
Balance at charged to add Balance at
beginning costs and Net (deduct) end of
Description of period expenses retirements (See Notes) period
Year ended
December 31, 1993:
Electric plant $172,848 36,015 (6,268) 328 202,923
Year ended
December 31, 1992:
Electric plant $145,188 35,098 (7,687) 249 172,848
Year ended
December 31, 1991:
Electric plant $124,015 28,027 (7,444) 590 145,188
Notes: Other additions represent depreciation of transportation equipment
charged to property accounts in accordance with the equipment's use.
See note 1(c) to the consolidated financial statements contained in
the Annual Report to Shareholders for the year ended December 31,
1993 for disclosure of depreciation method.
TNP ENTERPRISES, INC. FORM 10-K
Short-term Borrowings (1) Schedule IX
Three Years Ended December 31, 1993
(Dollars in Thousands)
Weighted Maximum Average Weighted
Category of average amount amount average
aggregate Balance interest rateout standing outstandinginterest rate
short-term at end at end during the during the during the
Period borrowings of period of period period(3) period(2) period (2)
1993 Unsecured Notes
Payable to Banks $ -0- N/A $-0- -0- N/A
1992 Unsecured Notes
Payable to Banks $ -0- N/A(2) $36,000 13,004 5.70%
1991 Unsecured Notes
Payable to Banks $ 36,000 7.10% $60,000 36,698 7.70%
Notes:
(1) Unsecured notes payable to banks were issued under revolving lines of
credit. Under the terms of the revolving lines of credit, the interest
rates were determined under several alternative methods. All rates at
the time of issuance were the prime lending rate plus 1/2% or lower.
A fee of 1/4 of 1% per annum of the average unused commitments was
payable quarterly, with no compensating bank balance requirements.
(2) For 1991, computation was based on days outstanding for the year. For
1992, computation was based on the period of January 1, 1992 to August
12, 1992 when all outstanding unsecured notes payable to banks were
retired.
(3) For 1991, represents the maximum amount outstanding at any month end.
For 1992, represents the balance outstanding at January 1, 1992.
TNP ENTERPRISES, INC. FORM 10-K
Supplementary Consolidated Earnings Statement InformationSchedule X
Three Years Ended December 31, 1993
(In Thousands)
Charged to costs and expenses
Item 1993 1992 1991
Taxes, other than payroll and income taxes:
Gross receipts and street rentals $11,387 10,064 9,484
Property 14,132 14,272 10,302
Other 2,613 2,431 1,689
$28,132 26,767 21,475
TNP ENTERPRISES, INC. FORM 10-K
EXHIBIT INDEX
Exhibits filed herewith are denoted by "*." The other exhibits have
heretofore been filed with the Commission and are incorporated herein by
reference.
Exhibit
No. Description
3(a) - Articles of Incorporation and Amendments through March 6, 1984
(Exhibit 3(a), File No. 2-89800).
3(b) - Amendment to Articles of Incorporation filed September 25, 1984.
(Exhibit 3(b) to Form 10-K for the year ended December 31, 1987,
File No. 1-8847).
3(c) - Amendment to Articles of Incorporation filed August 29, 1985
(Exhibit 3(a) to Form 10-K for the year ended December 31, 1985,
File No. 1-8847).
3(d) - Amendment to Articles of Incorporation filed June 2, 1986
(Exhibit 3(a) to Form 10-K for the year ended December 31, 1986,
File No. 1-8847).
3(e) - Amendment to Articles of Incorporation filed May 10, 1988
(Exhibit 3(e) to Form 10-K for the year ended December 31, 1988,
File No. 1-8847).
3(f) - Amendment to Articles of Incorporation filed May 10, 1988
(Exhibit 3(f) to Form 10-K for the year ended December 31, 1988,
File No. 1-8847).
3(g) - Amendment to Articles of Incorporation filed December 27, 1988
(Exhibit 3(g) to Form 10-K for the year ended December 31, 1988,
File No. 1-8847).
3(h) - Bylaws of the Company, as amended February 18, 1992 (Exhibit
4(h), File No. 33-53918).
4(a) - Indenture of Mortgage and Deed of Trust of the Utility dated as
of November 1, 1944 (Exhibit 2(d), File No. 2-61323).
4(b) - Seventh Supplemental Indenture dated as of May 1, 1963 (Exhibit
2(k), File No. 2-61323).
4(c) - Eighth Supplemental Indenture dated as of July 1, 1963 (Exhibit
2(1), File No. 2-61323).
TNP ENTERPRISES, INC. FORM 10-K
Exhibit Description
No.
4(d) - Ninth Supplemental Indenture dated as of August 1, 1965 (Exhibit
2(m), File No. 2-61323).
4(e) - Tenth Supplemental Indenture dated as of May 1, 1966 (Exhibit
2(n), File No. 2-61323).
4(f) - Eleventh Supplemental Indenture dated as of October 1, 1969
(Exhibit 2(o), File No. 2-61323).
4(g) - Twelfth Supplemental Indenture dated as of May 1, 1971 (Exhibit
2(p), File No. 2-61323).
4(h) - Thirteenth Supplemental Indenture dated as of July 1, 1974
(Exhibit 2(q), File No. 2-61323).
4(i) - Fourteenth Supplemental Indenture dated as of March 1, 1975
(Exhibit 2(r), File No. 2-61323).
4(j) - Fifteenth Supplemental Indenture dated as of September 1, 1976
(Exhibit 2(e), File No. 2-57034).
4(k) - Sixteenth Supplemental Indenture dated as of November 1, 1981
(Exhibit 4(x), File No. 2-74332).
4(l) - Seventeenth Supplemental Indenture dated as of December 1, 1982
(Exhibit 4(cc), File No. 2-80407).
4(m) - Eighteenth Supplemental Indenture dated as of September 1, 1983
(Exhibit (a) to Form 10-Q of Texas-New Mexico Power Company for
the quarter ended September 30, 1983, File No. 1-4756).
4(n) - Nineteenth Supplemental Indenture dated as of May 1, 1985
(Exhibit 4(v), File No. 2-97230).
4(o) - Twentieth Supplemental Indenture dated as of July 1, 1987
(Exhibit 4(o) to Form 10-K of Texas-New Mexico Power Company for
the year ended December 31, 1987, File No. 2-97230).
4(p) - Twenty-First Supplemental Indenture dated as of July 1, 1989
(Exhibit 4(p) to Form 10-Q of Texas-New Mexico Power Company for
the quarter ended June 30, 1989, File No. 2-97230).
4(q) - Twenty-Second Supplemental Indenture dated as of January 15,
1992 (Exhibit 4(q) to Form 10-K of the Utility for the year
ended December 31, 1991, File No. 2-97230).
TNP ENTERPRISES, INC. FORM 10-K
Exhibit
No. Description
4(r) - Twenty-Third Supplemental Indenture dated as of September 15,
1993 (Exhibit 4(r) to Form 10-K of the Utility for the year
ended December 31, 1993, File No. 2-97230).
4(s) - Indenture and Security Agreement for Secured Debentures dated
as of January 15, 1992 (Exhibit 4(r) to Form 10-K of the Utility
for the year ended December 31, 1991, File No. 2-97230).
4(t) - Indenture and Security Agreement for Secured Debentures dated
as of September 15, 1993 (Exhibit 4(t) to Form 10-K of the
Utility for the year ended December 31, 1993, File No. 2-97230).
4(u) - Rights Agreement and Form of Right Certificate, as amended,
effective November 13, 1990 (Exhibit 2.1 to Form 8-A, File No.
1-8847).
Material Contracts Relating to TNP One
10(a) - Fuel Supply Agreement, dated November 18, 1987, between Phillips
Coal Company and the Utility (Exhibit 10(j) to Form 10-K of the
Utility for the year ended December 31, 1987, File No. 2-97230).
10(b) - Unit 1 First Amended and Restated Project Loan and Credit
Agreement, dated as of January 8, 1992 (the "Unit 1 Credit
Agreement"), among the Utility, Texas Generating Company
("TGC"), the banks named therein as Banks (the "Unit 1 Banks")
and The Chase Manhattan Bank (National Association), as Agent
for the Unit 1 Banks (the "Unit 1 Agent"), amending and
restating the Project Loan and Credit Agreement among such
parties dated as of December 1, 1987 (Exhibit 10(c) to Form 10-K
of the Utility for the year ended December 31, 1991, File No.
2-97230).
10(b)1 - Participation Agreement, dated as of January 8, 1992, among the
banks named therein as Banks, the parties named therein as
Participants and the Unit 1 Agent (Exhibit 10(c)1) to Form 10-K
of the Utility for the year ended December 31, 1991, File No.
2-97230).
10(b)2 - Amendment No. 1, dated as of September 21, 1993, to the Unit 1
Credit Agreement (Exhibit 10(b)2 to Form 10-K of the Utility for
the year ended December 31, 1993, File No. 2-97230).
10(c) - Assignment and Security Agreement, dated as of January 8, 1992,
among TGC and the Unit 1 Agent, for the benefit of the Secured
Parties, as defined in the Unit 1 Credit Agreement, amending and
restating the Assignment and Security Agreement among such
parties dated as of December 1, 1987 (Exhibit 10(d) to Form 10-K
of the Utility for the year ended December 31, 1991, File No.
2-97230).
TNP ENTERPRISES, INC. FORM 10-K
Exhibit
No. Description
10(d) - Assignment and Security Agreement, dated December 1, 1987,
executed by the Utility in favor of the Unit 1 Agent for the
benefit of the Secured Parties, as defined therein (Exhibit
10(u) to Form 10-K of the Utility for the year ended December
31, 1987, File No. 2-97230).
10(e) - Amended and Restated Subordination Agreement, dated as of
October 1, 1988, among the Utility, Continental Illinois
National Bank and Trust Company of Chicago and the Unit 1 Agent,
amending and restating the Subordination Agreement among such
parties dated as of December 1, 1987 (Exhibit 10(uu) to Form 10-
K of the Utility for the year ended December 31, 1988, File No.
2-97230).
10(f) - Mortgage and Deed of Trust (With Security Agreement and UCC
Financing Statement for Fixture Filing), dated to be effective
as of December 1, 1987, and executed by Project Funding
Corporation ("PFC"), as Mortgagor, to Donald H. Snell, as
Mortgage Trustee, for the benefit of the Secured Parties, as
defined therein (Exhibit 10(ee) to Form 10-K of the Utility for
the year ended December 31, 1987, File No. 2-97230).
10(f)1 - Supplemental Mortgage and Deed of Trust (With Security Agreement
and UCC Financing Statement for Fixture Filing), executed by
TGC, as Mortgagor, on January 27, 1992, to be effective as of
December 1, 1987, to Donald H. Snell, as Mortgage Trustee, for
the benefit of the Secured Parties, as defined therein (Exhibit
10(g)4) to Form 10-K of the Utility for the year ended
December 31, 1991, File No. 2-97230).
10(f)2 - First TGC Modification and Extension Agreement, dated as of
January 24, 1992, among the Unit 1 Banks, the Unit 1 Agent, the
Utility and TGC (Exhibit 10(g)1) to Form 10-K of the Utility for
the year ended December 31, 1991, File No. 2-97230).
10(f)3 - Second TGC Modification and Extension Agreement, dated as of
January 27, 1992, among the Unit 1 Banks, the Unit 1 Agent, the
Utility and TGC (Exhibit 10(g)2) to Form 10-K of the Utility for
the year ended December 31, 1991, File No. 2-97230).
10(f)4 - Third TGC Modification and Extension Agreement, dated as of
January 27, 1992, among the Unit 1 Banks, the Unit 1 Agent, the
Utility and TGC (Exhibit 10(g)3) to Form 10-K of the Utility for
the year ended December 31, 1991, File No. 2-97230).
10(f)5 - Fourth TGC Modification and Extension Agreement, dated as of
September 29, 1993, among the Unit 1 Banks, the Unit 1 Agent,
the Utility and TGC (Exhibit 10(f)5 to Form 10-K of the Utility
for the year ended December 31, 1993, File No. 2-97230).
TNP ENTERPRISES, INC. FORM 10-K
Exhibit
No. Description
10(f)6 - Fifth TGC Modification and Extension Agreement, dated as of
September 29, 1993, among the Unit 1 Banks, the Unit 1 Agent,
the Utility and TGC (Exhibit 10(f)6 to Form 10-K of the Utility
for the year ended December 31, 1993, File No. 2-97230).
10(g) - Indemnity Agreement, made as of the 1st day of December, 1987,
by Westinghouse, CE and Zachry, as Indemnitors, for the benefit
of the Secured Parties, as defined therein (Exhibit 10(ff) to
Form 10-K of the Utility for the year ended December 31, 1987,
File No. 2-97230).
10(h) - Second Lien Mortgage and Deed of Trust (With Security Agreement)
executed by the Utility, as Mortgagor, to Donald H. Snell, as
Mortgage Trustee, for the benefit of the Secured Parties, as
defined therein (Exhibit 10(jj) to Form 10-K of the Utility for
the year ended December 31, 1987, File No. 2-97230).
10(h)1 - Correction Second Lien Mortgage and Deed of Trust (with Security
Agreement), dated as of December 1, 1987, executed by the
Utility, as Mortgagor, to Donald H. Snell, as Mortgage Trustee,
for the benefit of the Secured Parties, as defined therein
(Exhibit 10(vv) to Form 10-K of the Utility for the year ended
December 31, 1988, File No. 2-97230).
10(h)2 - Second Lien Mortgage and Deed of Trust (with Security Agreement)
Modification, Extension and Amendment Agreement, dated as of
January 8, 1992, executed by the Utility to Donald H. Snell, as
Mortgage Trustee, for the benefit of the Secured Parties, as
defined therein (Exhibit 10(i)2) to Form 10-K of the Utility for
the year ended December 31, 1991, File No. 2-97230).
10(h)3 - TNP Second Lien Mortgage Modification No. 2, dated as of
September 21, 1993, executed by the Utility to Donald H. Snell,
as Mortgage Trustee, for the benefit of the Secured Parties, as
defined therein (Exhibit 10(h)3 to Form 10-K of the Utility for
the year ended December 31, 1993, File No. 2-97230).
10(i) - Agreement for Conveyance and Partial Release of Liens, made as
of the 1st day of December, 1987, by PFC and the Unit 1 Agent
for the benefit of the Utility (Exhibit 10(kk) to Form 10-K of
the Utility for the year ended December 31, 1987, File No.
2-97230).
10(j) - Inducement and Consent Agreement, dated as of June 15, 1988,
between Phillips Coal Company, Kiewit Texas Mining Company, the
Utility, Phillips Petroleum Company and Peter Kiewit Son's, Inc.
(Exhibit 10(nn) to Form 10-K of the Utility for the year ended
December 31, 1988, File No. 2-97230).
10(k) - Assumption Agreement, dated as of October 1, 1988, executed by
TGC, in favor of the Issuing Bank, as defined therein, the Unit
1 Banks, the Unit 1 Agent and the Depositary, as defined therein
(Exhibit 10(ww) to Form 10-K of the Utility for the year ended
December 31, 1988, File No. 2-97230).
TNP ENTERPRISES, INC. FORM 10-K
Exhibit
No. Description
10(l) - Guaranty, dated as of October 1, 1988, executed by the Utility
and given in respect of the TGC obligations under the Unit 1
Credit Agreement (Exhibit 10(xx) to Form 10-K of the Utility for
the year ended December 31, 1988, File No. 2-97230).
10(m) - First Amended and Restated Facility Purchase Agreement, dated
as of January 8, 1992, among the Utility, as the Purchaser, and
TGC, as the Seller, amending and restating the Facility Purchase
Agreement among such parties dated as of October 1, 1988
(Exhibit 10(n) to Form 10-K of the Utility for the year ended
December 31, 1991, File No. 2-97230).
10(n) - Operating Agreement, dated as of October 1, 1988, among the
Utility and TGC (Exhibit 10(zz) to Form 10-K of the Utility for
the year ended December 31, 1988, File No. 2-97230).
10(o) - Unit 2 First Amended and Restated Project Loan and Credit
Agreement, dated as of January 8, 1992 (the "Unit 2 Credit
Agreement"), among the Utility, Texas Generating Company II
("TGCII"), the banks named therein as Banks (the "Unit 2 Banks")
and The Chase Manhattan Bank (National Association), as Agent
for the Unit 2 Banks (the "Unit 2 Agent"), amending and
restating the Project Loan and Credit Agreement among such
parties dated as of October 1, 1988 (Exhibit 10(q) to Form 10-K
of the Utility for the year ended December 31, 1991, File No.
2-97230).
10(o)1 - Amendment No. 1, dated as of September 21, 1993, to the Unit 2
Credit Agreement (Exhibit 10(o)1 to Form 10-K of the Utility for
the year ended December 31, 1993, File No. 2-97230).
10(p) - Assignment and Security Agreement, dated as of January 8, 1992,
among TGCII and the Unit 2 Agent, for the benefit of the Secured
Parties, as defined in the Unit 2 Credit Agreement, amending and
restating the Assignment and Security Agreement among such
parties dated as of October 1, 1988 (Exhibit 10(r) to Form 10-K
of the Utility for the year ended December 31, 1991, File No.
2-97230).
10(q) - Assignment and Security Agreement, dated as of October 1, 1988,
executed by the Utility in favor of the Unit 2 Agent for the
benefit of the Secured Parties, as defined therein (Exhibit
10(jjj) to Form 10-K of the Utility for the year ended December
31, 1988, File No. 2-97230).
10(r) - Subordination Agreement, dated as of October 1, 1988, among the
Utility, Continental Illinois National Bank and Trust Company
of Chicago and the Unit 2 Agent (Exhibit 10(mmm) to Form 10-K
of the Utility for the year ended December 31, 1988, File No.
2-97230).
TNP ENTERPRISES, INC. FORM 10-K
Exhibit
No. Description
10(s) - Mortgage and Deed of Trust (With Security Agreement and UCC
Financing Statement for Fixture Filing), dated to be effective
as of October 1, 1988, and executed by Texas PFC, Inc., as
Mortgagor, to Donald H. Snell, as Mortgage Trustee, for the
benefit of the Secured Parties, as defined therein (Exhibit
10(uuu) to Form 10-K of the Utility for the year ended December
31, 1988, File No. 2-97230).
10(s)1 - First TGCII Modification and Extension Agreement, dated as of
January 24, 1992, among the Unit 2 Banks, the Unit 2 Agent, the
Utility and TGCII (Exhibit 10(u)1) to Form 10-K of the Utility
for the year ended December 31, 1991, File No. 2-97230).
10(s)2 - Second TGCII Modification and Extension Agreement, dated as of
January 27, 1992, among the Unit 2 Banks, the Unit 2 Agent, the
Utility and TGCII (Exhibit 10(u)2) to Form 10-K of the Utility
for the year ended December 31, 1991, File No. 2-97230).
10(s)3 - Third TGCII Modification and Extension Agreement, dated as of
January 27, 1992, among the Unit 2 Banks, the Unit 2 Agent, the
Utility and TGCII (Exhibit 10(u)3) to Form 10-K of the Utility
for the year ended December 31, 1991, File No. 2-97230).
10(s)4 - Fourth TGCII Modification and Extension Agreement, dated as of
September 29, 1993, among the Unit 2 Banks, the Unit 2 Agent,
the Utility and TGCII (Exhibit 10(s)4 to Form 10-K of the
Utility for the year ended December 31, 1993, File No. 2-97230).
10(t) - Release and Waiver of Liens and Indemnity Agreement, made
effective as of the 1st day of October, 1988, by a consortium
composed of Westinghouse, CE, and Zachry (Exhibit 10(vvv) to
Form 10-K of the Utility for the year ended December 31, 1988,
File No. 2-97230).
10(u) - Second Lien Mortgage and Deed of Trust (With Security
Agreement), dated as of October 1, 1988, and executed by the
Utility, as Mortgagor, to Donald H. Snell, as Mortgage Trustee,
for the benefit of the Secured Parties, as defined therein
(Exhibit 10(www) to Form 10-K of the Utility for the year ended
December 31, 1988, File No. 2-97230).
10(u)1 - Second Lien Mortgage and Deed of Trust (with Security Agreement)
Modification, Extension and Amendment Agreement, dated as of
January 8, 1992, executed by the Utility to Donald H. Snell, as
Mortgage Trustee, for the benefit of the Secured Parties, as
defined therein (Exhibit 10(w)1) to Form 10-K of the Utility for
the year ended December 31, 1991, File No. 2-97230).
TNP ENTERPRISES, INC. FORM 10-K
Exhibit
No. Description
10(u)2 - TNP Second Lien Mortgage Modification No. 2, dated as of
September 21, 1993, executed by the Utility to Donald H. Snell,
as Mortgage Trustee, for the benefit of the Secured Parties, as
defined therein (Exhibit 10(u)2 to Form 10-K of the Utility for
the year ended December 31, 1993, File No. 2-97230).
10(v) - Intercreditor and Nondisturbance Agreement, dated as of October
1, 1988, among PFC, Texas PFC, Inc., the Utility, the Project
Creditors, as defined therein, and the Collateral Agent, as
defined therein (Exhibit 10(xxx) to Form 10-K of the Utility for
the year ended December 31, 1988, File No. 2-97230).
10(v)1 - Amendment #1, dated as of January 8, 1992, to the Intercreditor
and Nondisturbance Agreement, dated as of October 1, 1988, among
TGC, TGCII, the Utility, the Unit 1 Banks, the Unit 2 Banks and
The Chase Manhattan Bank (National Association) in its capacity
as collateral agent for the Unit 1 Banks and the Unit 2 Banks
(Exhibit 10(x)1) to Form 10-K of the Utility for the year ended
December 31, 1991, File No. 2-97230).
10(v)2 - Amendment No. 2, dated as of September 21, 1993, to the
Intercreditor and Nondisturbance Agreement among TGC, TGCII, the
Utility, the Unit 1 Banks, the Unit 2 Banks and The Chase
Manhattan Bank (National Association) in its capacity as
collateral agent for the Unit 1 Banks and the Unit 2 Banks
(Exhibit 10(v)2 to Form 10-K of the Utility for the year ended
December 31, 1993, File No. 2-97230).
10(w) - Grant of Reciprocal Easements and Declaration of Covenants
Running with the Land, dated as of the 1st day of October, 1988
between PFC and Texas PFC, Inc. (Exhibit 10(yyy) to Form 10-K
of the Utility for the year ended December 31, 1988, File No.
2-97230).
10(x) - Non-Partition Agreement, dated as of May 30, 1990, among the
Utility, TGC and The Chase Manhattan Bank (National
Association), as Agent for the Banks which are parties to the
Unit 1 Credit Agreement (Exhibit 10(ss) to Form 10-K for the
year ended December 31, 1990, File No. 1-8847).
10(y) - Assumption Agreement, dated July 26, 1991, to be effective as
of May 31, 1991, by TGCII in favor of the Issuing Bank, the Unit
2 Banks, the Unit 2 Agent and the Depositary, as defined therein
(Exhibit 10(kkk) to Amendment No. 1 to File No. 33-41903).
10(z) - Guaranty, dated July 26, 1991, to be effective as of May 31,
1991, by the Utility and given in respect of the TGCII
obligations under the Unit 2 Credit Agreement (Exhibit 10(lll)
to Amendment No. 1 to File No. 33-41903).
TNP ENTERPRISES, INC. FORM 10-K
Exhibit
No. Description
10(aa) - First Amended and Restated Facility Purchase Agreement, dated
as of January 8, 1992, among the Utility, as the Purchaser, and
TGCII, as the Seller, amending and restating the Facility
Purchase Agreement among such parties dated July 26, 1991, to
be effective as of May 31, 1991 (Exhibit 10(dd) to Form 10-K of
the Utility for the year ended December 31, 1991, File No. 2-
97230).
10(aa)1 - Amendment No. 1 to the Unit 2 First Amended
and Restated Facility Purchase Agreement,
dated as of September 21, 1993, among the
Utility, as the Purchaser, and TGCII, as the
Seller (Exhibit 10(aa)1 to Form 10-K of the
Utility for the year ended December 31, 1993,
File No. 2-97230).
10(bb) - Operating Agreement, dated July 26, 1991, to be effective as of
May 31, 1991, between the Utility and TGCII (Exhibit 10(nnn) to
Amendment No. 1 to File No. 33-41903).
10(cc) - Non-Partition Agreement, executed July 26, 1991, to be effective
as of May 31, 1991, among the Utility, TGCII and The Chase
Manhattan Bank (National Association) (Exhibit 10(ppp) to
Amendment No. 1 to File No. 33-41903).
Power Supply Contracts
10(dd) - Contract dated May 12, 1976 between the Utility and Houston
Lighting & Power Company (Exhibit 5(a), File No. 2-69353).
10(dd)1 - Amendment, dated January 4, 1989, to the
Contract dated May 12, 1976 between the
Utility and Houston Lighting & Power Company
(Exhibit 10(cccc) to Form 10-K of the Utility
for the year ended December 31, 1988, File No.
2-97230).
10(ee) - Contract dated May 1, 1986 between the Utility and Texas
Electric Utilities Company, amended September 29, 1986, October
24, 1986 and February 21, 1987 (Exhibit 10(c) of Form 8
applicable to Form 10-K of the Utility for the year ended
December 31, 1986, File No. 2-97230).
10(ff) - Amended and Restated Agreement for Electric Service dated May
14, 1990 between the Utility and Texas Utilities Electric
Company (Exhibit 10(vv) to Form 10-K for the year ended December
31, 1990, File No. 1-8847).
10(ff)1 - Amendment, dated April 19, 1993, to Amended
and Restated Agreement for Electric Service,
dated May 14, 1990, As Amended between the
Utility and Texas Utilities Electric Company
(Exhibit 10(ii)1 to Form S-2 Registration
Statement, filed on July 19, 1993, File No.
33-66232).
10(gg) - Contract dated June 11, 1984 between the Utility and
Southwestern Public Service Company (Exhibit 10(d) of Form 8
applicable to Form 10-K of the Utility for the year ended
December 31, 1986, File No. 2-97230).
TNP ENTERPRISES, INC. FORM 10-K
Exhibit
No. Description
10(hh) - Contract dated April 27, 1977 between the Utility and West Texas
Utilities Company amended April 14, 1982, April 19, 1983, May
18, 1984 and October 21, 1985 (Exhibit 10(e) of Form 8
applicable to Form 10-K of the Utility for the year ended
December 31, 1986, File No. 2-97230).
10(ii) - Contract dated April 29, 1987 between the Utility and El Paso
Electric Company (Exhibit 10(f) of Form 8 applicable to Form 10-
K of the Utility for the year ended December 31, 1986, File No.
2-97230).
10(jj) - Contract dated February 28, 1974, amended May 13, 1974, November
26, 1975, August 26, 1976 and October 7, 1980 between the
Utility and Public Service Company of New Mexico (Exhibit 10(g)
of Form 8 applicable to Form 10-K of the Utility for the year
ended December 31, 1986, File No. 2-97230).
10(jj)1 - Amendment, dated February 22, 1982, to the
Contract dated February 28, 1974, amended May
13, 1974, November 26, 1975, August 26, 1976,
and October 7, 1980 between the Utility and
Public Service Company of New Mexico (Exhibit
10(iiii) to Form 10-K of the Utility for the
year ended December 31, 1988, File No. 2-
97230).
10(jj)2 - Amendment, dated February 8, 1988, to the
Contract dated February 28, 1974, amended May
13, 1974, November 26, 1975, August 26, 1976,
and October 7, 1980 between the Utility and
Public Service Company of New Mexico (Exhibit
10(jjjj) to Form 10-K of the Utility for the
year ended December 31, 1988, File No. 2-
97230).
10(jj)3 - Amended and Restated Contract for Electric
Service, dated April 29, 1988, between the
Utility and Public Service Company of New
Mexico (Exhibit 10(zz)3 to Amendment No. 1 to
File No. 33-41903).
10(kk) - Contract dated December 8, 1981 between the Utility and
Southwestern Public Service Company amended December 12, 1984,
December 2, 1985 and December 19, 1986 (Exhibit 10(h) of Form
8 applicable to Form 10-K of the Utility for the year ended
December 31, 1986, File No. 2-97230).
10(kk)1 - Amendment, dated December 12, 1988, to the
Contract dated December 8, 1981 between the
Utility and Southwestern Public Service
Company amended December 12, 1984, December 2,
1985 and December 19, 1986 (Exhibit 10(llll)
to Form 10-K of the Utility for the year ended
December 31, 1988, File No. 2-97230).
10(kk)2 - Amendment, dated December 12, 1990, to the
Contract dated December 8, 1981 between the
Utility and Southwestern Public Service
Company (Exhibit 19(t) to Form 10-K of the
Utility for the year ended December 31, 1990,
File No. 2-97230).
TNP ENTERPRISES, INC. FORM 10-K
Exhibit
No. Description
10(ll) - Contract dated August 31, 1983, between the Utility and Capitol
Cogeneration Company, Ltd. (including letter agreement dated
August 14, 1986) (Exhibit 10(i) of Form 8 applicable to Form
10-K of the Utility for the year ended December 31, 1986, File
No. 2-97230).
10(ll)1 - Agreement Substituting a Party, dated May 3,
1988, among Capitol Cogeneration Company,
Ltd., Clear Lake Cogeneration Limited
Partnership and the Utility (Exhibit 10(nnnn)
to Form 10-K of the Utility for the year ended
December 31, 1988, File No. 2-97230).
10(ll)2 - Letter Agreements, dated May 30, 1990 and
August 28, 1991, between Clear Lake
Cogeneration Limited Partnership and the
Utility (Exhibit 10(oo)2 to Form 10-K of the
Utility for the year ended December 31, 1992,
File No. 2-97230).
10(ll)3 - Notice of Extension Letter, dated August 31,
1992, between Clear Lake Cogeneration Limited
Partnership and the Utility (Exhibit 10(oo)3
to Form 10-K of the Utility for the year ended
December 31, 1992, File No. 2-97230).
10(ll)4 - Scheduling Agreement, dated September 15,
1992, between Clear Lake Cogeneration Limited
Partnership and the Utility (Exhibit 10(oo)4
to Form 10-K of the Utility for the year ended
December 31, 1992, File No. 2-97230).
10(mm) - Interconnection Agreement between the Utility and Plains
Electric Generation and Transmission Cooperative, Inc. dated
July 19, 1984 (Exhibit 10(j) of Form 8 applicable to Form 10-K
of the Utility for the year ended December 31, 1986, File No.
2-97230).
10(nn) - Interchange Agreement between the Utility and El Paso Electric
Company dated April 29, 1987 (Exhibit 10(l) of Form 8 applicable
to Form 10-K of the Utility for the year ended December 31,
1986, File No. 2-97230).
10(oo) - DC Terminal Participation Agreement between the Utility and El
Paso Electric Company dated December 8, 1981 amended April 29,
1987 (Exhibit 10(m) of Form 8 applicable to Form 10-K of the
Utility for the year ended December 31, 1986, File No. 2-97230).
Employment Contracts
10(pp) - Texas-New Mexico Power Company Executive Agreement for Severance
Compensation Upon Change in Control, executed November 11, 1993,
between Sector Vice President and Chief Financial Officer and
the Utility (Pursuant to Instruction 2 of Reg. 229.601(a),
accompanying this document is a schedule: (i) identifying
documents substantially identical to the document which have
been omitted from the Exhibits; and (ii) setting forth the
material details in which such omitted documents differ from the
document) (Exhibit 10(pp) to Form 10-K of the Utility for the
year ended December 31, 1993, File No. 2-97230).
TNP ENTERPRISES, INC. FORM 10-K
Exhibit
No. Description
10(qq) - Texas-New Mexico Power Company Key Employee Agreement for
Severance Compensation Upon Change in Control, executed November
11, 1993, between Assistant Treasurer and the Utility (Pursuant
to Instruction 2 of Reg. 229.601(a), accompanying this document
is a schedule: (i) identifying documents substantially identical
to the document which have been omitted from the Exhibits; and
(ii) setting forth the material details in which such omitted
documents differ from the document) (Exhibit 10(qq) to Form 10-K
of the Utility for the year ended December 31, 1993, File No.
2-97230).
10(rr) - Agreement between James M. Tarpley and the Company and the
Utility, effective January 1, 1994 (Exhibit 10(rr) to Form 10-K
of the Utility for the year ended December 31, 1993, File No.
2-97230).
10(ss) - Agreement between Dwight R. Spurlock and the Company and the
Utility, effective November 9, 1993 (Exhibit 10(ss) to Form 10-K
of the Utility for the year ended December 31, 1993, File No.
2-97230).
*13 - Annual Report to Shareholders for the year ended December 31,
1993.
*21 - Subsidiaries of the Registrant.
*23 - Independent Auditors' Consent - KPMG Peat Marwick.
TNP ENTERPRISES, INC. FORM 10-K