Filed by: Public Service Company of New Mexico
pursuant to Rule 425 under the Securities Act
of 1933 and deemed filed pursuant to Rule 14a-12
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of the Securities Exchange Act of 1934
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Public Service Company of New Mexico Commission File No.: 1-6986
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Western Resources, Inc. Commission File No.: 1-3523
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Subject Company: Western Resources, Inc.
Monday, July 23, 2001
PNM Denies Report it is "Reconsidering" Western Resources Acquisition
ALBUQUERQUE, N.M. July 23, 2001 - PNM, Public Service Company of New Mexico
(NYSE:PNM), today denied a Bloomberg news report that the company is
reconsidering its planned acquisition of Western Resources.
"PNM continues to believe in the strategic benefits of the planned acquisition,"
said PNM Executive Vice President Bill Real, who is in charge of the activities
associated with the acquisition.
"As we have consistently said, we will not be in a position to comment on the
implications of Kansas regulatory proceedings until we have had the opportunity
to analyze all the orders including the rate case order," Real said. A key
decision in the Western rate case is not expected until Wednesday.
PNM is a combined electric and gas utility serving approximately 1.3 million
people in New Mexico. The company also sells power on the wholesale market in
the Western U.S. PNM stock is traded primarily on the NYSE under the symbol PNM.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
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Statements made in this news release that relate to future events are made
pursuant to the Private Securities Litigation Reform Act of 1995. These
forward-looking statements are based upon current expectations and the company
assumes no obligation to update this information. Because actual results may
differ materially from expectations, the company cautions readers not to place
undue reliance on these statements. A number of factors, including rulings
issued by the New Mexico Public Regulation Commission pursuant to the Electric
Utility Industry Restructuring Act of 1999 (as amended), and in other cases now
pending or which may be brought before the commission, and decisions of
regulatory agencies involving or affecting the proposed transaction to acquire
Western Resources' electric utility operations could cause future events to
differ from those forecast in this press release. For a detailed discussion of
the important factors affecting PNM, please see "Management's Discussion and
Analysis of Financial Condition and Results of Operations" in the Company's Form
10-K, as amended, for the year ended December 31, 2000, as amended, Form 10-Q
for the quarter ended March 31, 2001, and Form 8-K filings with the Securities
and Exchange Commission.
Additional Information
In connection with the proposed transaction with Western Resources, PNM and
Western Resources will file a joint proxy statement / prospectus with the
Securities and Exchange Commission. INVESTORS AND SECURITY HOLDERS ARE ADVISED
TO READ THE JOINT PROXY STATEMENT / PROSPECTUS WHEN IT BECOMES AVAILABLE,
BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders
may obtain a free copy of the joint proxy statement / prospectus (when
available) and other documents filed by PNM and Western Resources with the SEC
at the SEC's web site at http://www.sec.gov. Free copies of the joint proxy
statement / prospectus, when available, and each company's other filings with
the SEC may also be obtained from the respective companies. Free copies of PNM's
filings may be obtained by directing a request to PNM, Alvarado Square,
Albuquerque, New Mexico.
Participants in Solicitation
PNM, Western Resources and certain of their respective directors, executive
officers and other members of their management and employees, each of whom may
be considered participants in the PNM/Western Resources transaction under
applicable securities laws, may be soliciting proxies from their respective
stockholders in favor of the transaction. Information concerning PNM's directors
and executive officers participating in the solicitation is set forth in PNM's
Annual Report on Form 10-K filed with the SEC on February 22,2001,as amended on
April 30, 2001, and information concerning Western Resources' directors and
executive officers participating in the solicitation is set forth in Western
Resources' Annual Report on Form 10-K filed with the SEC on April 2, 2001, as
amended on April 30, 2001. Certain directors and executive officers of PNM and
Western Resources may have direct or indirect interests in the transaction due
to securities holdings, vesting of options, and rights to severance payments if
their employment is terminated following the transaction. In addition, directors
and officers, after the transaction, will be indemnified by PNM and Western
Resources, and benefit from insurance coverage for liabilities that may arise
from their service as directors and officers of PNM or Western Resources prior
to the transaction. Additional information regarding PNM's and Western
Resources' respective participants in the solicitation will be contained in the
joint proxy statement/prospectus.
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