03042013 Change in Certifying Accountant 8-K
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UNITED STATES |
SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549 |
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FORM 8-K |
CURRENT REPORT |
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PURSUANT TO SECTION 13 OR 15(d) OF THE |
SECURITIES EXCHANGE ACT OF 1934 |
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Date of Report (Date of earliest event reported) | March 4, 2013 | |
| (March 1, 2013) | |
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| | Exact Name of Registrant as Specified | | |
Commission | | in Charter, State of Incorporation, | | I.R.S. Employer |
File Number | | Address and Telephone Number | | Identification No. |
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001-32462 | | PNM Resources, Inc. | | 85-0468296 |
| | (A New Mexico Corporation) | | |
| | 414 Silver Ave. SW | | |
| | Albuquerque, New Mexico 87102-3289 | | |
| | (505) 241-2700 | | |
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001-06986 | | Public Service Company of New Mexico | | 85-0019030 |
| | (A New Mexico Corporation) | | |
| | 414 Silver Ave. SW | | |
| | Albuquerque, New Mexico 87102-3289 | | |
| | (505) 241-2700 | | |
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002-97230 | | Texas-New Mexico Power Company | | 75-0204070 |
| | (A Texas Corporation) | | |
| | 577 N. Garden Ridge Blvd. | | |
| | Lewisville, Texas 75067 | | |
| | (972) 420-4189 | | |
______________________________ |
None |
(Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 4.01. Changes in Registrant's Certifying Accountant.
Prior independent registered public accounting firm
On February 28, 2013, the Board of Directors of PNM Resources, Inc. (“PNMR”), on the recommendation of the Audit Committee of the Board, decided to dismiss Deloitte & Touche LLP (“Deloitte”) as the independent registered public accounting firm for PNMR and its wholly owned subsidiaries, Public Service Company of New Mexico (“PNM”) and Texas-New Mexico Power Company (“TNMP”), effective as of 5:00 PM Mountain Standard Time on March 1, 2013. Deloitte was informed of the decision on March 1, 2013.
Deloitte's reports on the PNMR, PNM and TNMP consolidated financial statements as of and for the fiscal years ended December 31, 2012 and 2011 contained no adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles. During the fiscal years ended December 31, 2012 and 2011 and through March 1, 2013, there were no disagreements with Deloitte on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Deloitte, would have caused it to make reference to the subject matter of the disagreements in its reports for such years. During the fiscal years ended December 31, 2012 and 2011 and through March 1, 2013, there were no reportable events as defined in Item 304(a)(1)(v) of the Securities and Exchange Commission's (“SEC”) Regulation S-K.
Deloitte has been provided with a copy of the above disclosures in conjunction with the filing of this report. PNMR, PNM and TNMP requested that Deloitte provide them with a letter addressed to the SEC stating whether or not Deloitte agrees with the above disclosures and, if not, stating the respects in which it does not agree. A copy of Deloitte's letter, dated March 4, 2013, is attached as Exhibit 16 to this Form 8-K.
New independent registered public accounting firm
On February 28, 2013, the Board of Directors of PNMR, on the recommendation of the Audit Committee of the Board, decided to engage KPMG LLP as the new independent registered public accounting firm to audit the consolidated financial statements of PNMR, PNM and TNMP for the fiscal year ending December 31, 2013, which engagement was effective 5:00 PM Mountain Standard Time on March 1, 2013. The engagement of KPMG LLP as independent auditors will be submitted for ratification by PNMR's common shareholders at PNMR's 2013 annual meeting of shareholders. During the fiscal years ended December 31, 2012 and 2011 and through March 1, 2013, the date of engagement of KPMG LLP, neither PNMR, PNM nor TNMP nor any person on their behalf, has consulted with KPMG LLP with respect to (i) either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the consolidated financial statements of PNMR, PNM and TNMP, and no written report or oral advice was provided by KPMG LLP to PNMR, PNM or TNMP that KPMG LLP concluded was an important factor considered by PNMR, PNM or TNMP in reaching a decision as to the accounting, auditing, or financial reporting issue; or (ii) any matter that was the subject of either a disagreement as defined in Item 304(a)(1)(iv) of the SEC's Regulation S-K or a reportable event as described in Item 304(a)(1)(v) of the SEC's Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit 16 | | Letter of Deloitte & Touche LLP dated March 4, 2013 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.
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| PNM RESOURCES, INC. PUBLIC SERVICE COMPANY OF NEW MEXICO TEXAS-NEW MEXICO POWER COMPANY |
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| (Registrants) |
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Date: March 4, 2013 | /s/ Thomas G. Sategna |
| Thomas G. Sategna |
| Vice President and Corporate Controller |
| (Officer duly authorized to sign this report) |