Schedule 13G

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Hx5+yg0sxjk0rwvbT6k4iKWkDTJOGpAXQR4lwUBlhyOirLzx1TV5F0a5xWJTQNIf dnxfkUgHRNVw6XZcPccuMw== 0001193125-05-126468.txt : 20050616 0001193125-05-126468.hdr.sgml : 20050615 20050616163041 ACCESSION NUMBER: 0001193125-05-126468 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050616 DATE AS OF CHANGE: 20050616 GROUP MEMBERS: SW I ACQUISITION GP, L.P GROUP MEMBERS: SW II ACQUISITION, LLC GROUP MEMBERS: WILLIAM J. CATACOSINOS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PNM RESOURCES INC CENTRAL INDEX KEY: 0001108426 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 850019030 STATE OF INCORPORATION: NM FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-77986 FILM NUMBER: 05900615 BUSINESS ADDRESS: STREET 1: ALVARADO SQUARE STREET 2: NEW MEXICO CITY: ALBUQUERQUE STATE: NM ZIP: 87158 BUSINESS PHONE: 5052412700 MAIL ADDRESS: STREET 1: ALVARADO SQUARE CITY: ALBUQUERQUE STATE: NM ZIP: 87158 FORMER COMPANY: FORMER CONFORMED NAME: MANZANO CORP DATE OF NAME CHANGE: 20000303 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SW ACQUISITION LP CENTRAL INDEX KEY: 0001131749 IRS NUMBER: 113490994 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 2 ROBBINS LANE STREET 2: STE 201 CITY: JERICHO STATE: NY ZIP: 11753 BUSINESS PHONE: 5169333100 MAIL ADDRESS: STREET 1: 2 ROBBINS LANE STREET 2: STE 201 CITY: JERICHO STATE: NY ZIP: 11753 SC 13G 1 dsc13g.htm SCHEDULE 13G Schedule 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. ___)*

PNM Resources, Inc.

(Name of Issuer)

Common Stock, no par value per share

(Title of Class of Securities)

69349H107

(CUSIP Number)

June 6, 2005

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13G


1		NAME OF REPORTING PERSONS/ I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS SW Acquisition, L.P. *
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION State of Texas

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

5 SOLE VOTING POWER

6 SHARED VOTING POWER

4,326,337 *

7 SOLE DISPOSITIVE POWER

8 SHARED DISPOSITIVE POWER

4,326,337 *


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,326,337 *
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.30% *
12	TYPE OF REPORTING PERSON PN

SW Acquisition, L.P. is holding the securities reported herein in a purely custodial role pending immediate distribution to its constituent partners. Following such distribution, no partner of SW Acquisition, L.P. will own the power to vote or dispose of 5% or more of the Issuer’s voting securities.

Page 2 of 9 Pages

SCHEDULE 13G


1		NAME OF REPORTING PERSONS/ I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS SW I Acquisition GP, L.P. *
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION State of Texas

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

5 SOLE VOTING POWER

6 SHARED VOTING POWER

4,326,337 *

7 SOLE DISPOSITIVE POWER

8 SHARED DISPOSITIVE POWER

4,326,337 *


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,326,337 *
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.30% *
12	TYPE OF REPORTING PERSON PN

SW I Acquisition GP, L.P. is the general partner of SW Acquisition, L.P., which is holding the securities reported herein in a purely custodial role pending immediate distribution to its constituent partners. Following such distribution, no partner of SW Acquisition, L.P. will own the power to vote or dispose of 5% or more of the Issuer’s voting securities.

Page 3 of 9 Pages

SCHEDULE 13G


1		NAME OF REPORTING PERSONS/ I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS SW II Acquisition, LLC *
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION State of Texas

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

5 SOLE VOTING POWER

6 SHARED VOTING POWER

4,326,337 *

7 SOLE DISPOSITIVE POWER

8 SHARED DISPOSITIVE POWER

4,326,337 *


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,326,337 *
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.30% *
12	TYPE OF REPORTING PERSON OO

SW II Acquisition, LLC is the general partner of SW I Acquisition GP, L.P., which is the general partner of SW Acquisition, L.P. SW Acquisition, L.P. is holding the securities reported herein in a purely custodial role pending immediate distribution to its constituent partners. Following such distribution, no partner of SW Acquisition, L.P. will own the power to vote or dispose of 5% or more of the Issuer’s voting securities.

Page 4 of 9 Pages

SCHEDULE 13G


1		NAME OF REPORTING PERSONS/ I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS William J. Catacosinos *
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

5 SOLE VOTING POWER

6 SHARED VOTING POWER

4,326,337 *

7 SOLE DISPOSITIVE POWER

8 SHARED DISPOSITIVE POWER

4,326,337 *


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,326,337 *
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.30% *
12	TYPE OF REPORTING PERSON IN

William J. Catacosinos is the Manager of SW II Acquisition, LLC, which is the general partner of SW I Acquisition GP, L.P. SW I Acquisition GP, L.P. is the general partner of SW Acquisition, L.P. SW Acquisition, L.P. is holding the securities reported herein in a purely custodial role pending immediate distribution to its constituent partners. Following such distribution, no partner of SW Acquisition, L.P. will own the power to vote or dispose of 5% or more of the Issuer’s voting securities.

Page 5 of 9 Pages

SCHEDULE 13G

Item 1.

(a)

Name of Issuer:

PNM Resources, Inc.

(b)

Address of Issuer’s Principal Executive Offices:

Alvarado Square, Albuquerque, NM 87158.

Item 2.

(a)

Name of Persons Filing:

SW Acquisition, L.P.

SW I Acquisition GP, L.P.

SW II Acquisition, LLC

William J. Catacosinos

(b)

Address of Principal Business Office or, if none, Residence: For all Reporting Persons, the address is 2 Robbins Lane, Suite 201, Jericho, New York 11753.

(c)

Citizenship:

SW Acquisition, L.P.: State of Texas

SW I Acquisition GP, L.P.: State of Texas

SW II Acquisition, LLC: State of Texas

William J. Catacosinos: United States of America

(d)

Title of Class of Securities: Common stock, no par value per share

(e)

CUSIP Number: 69349H107

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or §§240.13d-2(b) or (c), check whether the person filing is a:

(a)

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with §240.13d-1(b)(ii)(G);

(h)

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Not applicable.

Page 6 of 9 Pages



Item 4.	Ownership.

	(a)	Amount beneficially owned: See the response to Item 9 on the attached cover page(s).

	(b)	Percent of class: See the response to Item 11 on the attached cover page(s).

	(c)	Number of shares as to which the Reporting Person has:

		(i)	Sole power to vote or direct the vote: See the response to Item 5 on the attached cover page(s).

		(ii)	Shared power to vote or direct the vote: See the response to Item 6 on the attached cover page(s).

		(iii)	Sole power to dispose or direct disposition of: See the response to Item 7 on the attached cover page(s).

		(iv)	Shared power to dispose or direct disposition of: See the response to Item 8 on the attached cover page(s).

Item 5.	Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ¨

Item 6.	Ownership of More than Five Percent on Behalf of Another Person. Not applicable.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. Not applicable.

Item 8.	Identification and Classification of Members of the Group. Not applicable.

Item 9.	Notice of Dissolution of Group. Not applicable.

Item 10.	Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Page 7 of 9 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: June 16, 2005


SW ACQUISITION, L.P.
by: SW I Acquisition GP, L.P., its general partner
by: SW II Acquisition, LLC, its general partner

By:		/s/ William J. Catacosinos
Name:		William J. Catacosinos
Title:		Manager

SW I ACQUISITION GP, L.P.
by: SW II Acquisition, LLC, its general partner

By:		/s/ William J. Catacosinos
Name:		William J. Catacosinos
Title:		Manager

SW II ACQUISITION, LLC

By:		/s/ William J. Catacosinos
Name:		William J. Catacosinos
Title:		Manager

WILLIAM J. CATACOSINOS

By:		/s/ William J. Catacosinos
Name:		William J. Catacosinos

Page 8 of 9 Pages

EX-99.1 2 dex991.htm JOINT FILING AGREEMENT Joint Filing Agreement

Exhibit 99.1

JOINT FILING AGREEMENT

Each of the undersigned persons hereby agrees and consents to this joint filing of Schedule 13G (including any and all amendments thereof) on their behalf pursuant to Section 13(d) and (g) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder. Each of these persons is not responsible for the completeness or accuracy of the information concerning the other persons making this filing, unless such person knows or has reason to believe that such information is inaccurate.

Date: June 16, 2005


SW ACQUISITION, L.P.
by: SW I Acquisition GP, L.P., its general partner
by: SW II Acquisition, LLC, its general partner

By:		/s/ William J. Catacosinos
Name:		William J. Catacosinos
Title:		Manager

SW I ACQUISITION GP, L.P.
by: SW II Acquisition, LLC, its general partner

By:		/s/ William J. Catacosinos
Name:		William J. Catacosinos
Title:		Manager

SW II ACQUISITION, LLC

By:		/s/ William J. Catacosinos
Name:		William J. Catacosinos
Title:		Manager

WILLIAM J. CATACOSINOS

By:		/s/ William J. Catacosinos
Name:		William J. Catacosinos

Page 9 of 9 Pages

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