As filed with the Securities and Exchange Commission on January 11, 1995
Registration No. 33-_____
______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
_______________________
Tucson Electric Power Company
(Exact Name of Registrant as Specified in its Charter)
_______________________
Arizona 86-0062700
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation of Organization) Identification No.)
220 West Sixth Street, Tucson, Arizona 85701
(Address of principal executive offices)
TUCSON ELECTRIC POWER COMPANY 1994 OUTSIDE DIRECTOR STOCK OPTION PLAN
(Full Title of the Plan)
Dennis R. Nelson, Esq.
Tucson Electric Power Company
P.O. Box 711
Tucson, Arizona 85702
(Name and Address of Agent For Service)
Telephone Number, Including Area Code of Agent For Service: (602) 571-4000
_________________________
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to be Offering Price Aggregate Registration
to be Registered Registered Per Share Offering Price Fee
- ---------------- ---------- ---------------- ----------------- ------------
Common Stock, 540,000 $3.1875 (2) $1,721,250.00 $593.53
No Par Value Shares (1)
(1) In addition, this Registration Statement also covers options under
the Plan to acquire such shares and, pursuant to Rule 416, an
indeterminate amount of securities which by reason of certain
events may become subject to the Plan.
(2) Pursuant to Rule 457(h), the maximum offering price per share and
in the aggregate and the registration fee were calculated based
upon the average of the high and low prices of the Common Stock on
the consolidated reporting system on January 9, 1995.
The Exhibit Index included in this Registration Statement is at page 8.
Part I
SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form S-8
(plan information and registrant information) will be sent or given to
employees as specified by Securities and Exchange Commission Rule 428(b)(1).
Such documents need not be filed with the Securities and Exchange Commission
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents, which include the
statement of availability required by Item 2 of Form S-8, and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Form S-8 (Part II hereof), taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act of 1933.
Part II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents of Tucson Electric Power Company (the
"Company") filed with the Securities and Exchange Commission are incorporated
herein by reference:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1993.
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1994.
(c) The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1994.
(d) The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1994.
(e) The description of the Company's Common Stock is contained in the
prospectus dated January 11, 1995 which is incorporated herein.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities and Exchange Act of 1934 ("Exchange
Act"), prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be part thereof from the date of filing of such
documents. Any statement contained herein or in a document, all or a portion
of which is incorporated or deemed to be incorporated by reference herein,
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or amended,
to constitute a part of this Registration Statement.
Item 4. Description of Securities
The Company's Common Stock, no par value, is registered pursuant
to Section 12 of the Exchange Act, and, therefore, the description of
securities is omitted.
<PAGE>
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Arizona corporate law generally authorizes, on a non-exclusive basis,
indemnification of officers and directors who have acted or failed to act, in
good faith, in a manner believed to be in or not opposed to the best interest
of the Company (with certain limitations in the case of actions by or in the
right of the Company) and mandates such indemnification in the case of an
officer or director who is successful on the merits or otherwise in defense of
claims by reason of the fact or such status as an officer or director.
Article SEVENTH of the Restated Articles of Incorporation of the Company
provides, in relevant part, that:
(B) No director of the Corporation shall be personally liable for
monetary damages for breach of fiduciary duty as a Director; provided,
however, that nothing herein shall be deemed to eliminate or limit any
liability which may not be so eliminated or limited under the laws of the
State of Arizona, as in effect at the effective date of this paragraph (B) of
Article SEVENTH or as thereafter amended. No amendment, modification or
repeal of this paragraph (B) shall eliminate or limit the protection afforded
by this paragraph (B) to a director with respect to any act or omission
occurring before the effective date thereof.
(C) (1) The Corporation shall, to the maximum extent permitted by
applicable law, as from time to time in effect, indemnify any person who was
or is a party to or otherwise involved in (or threatened to be made a party to
or otherwise involved in) any threatened, pending or completed action, suit or
proceeding (hereinafter called an "Action"), whether civil, criminal,
administrative or investigative (including without limitation any Action by or
in the right of the Corporation to procure a judgment in its favor) by reason
of the fact that he is or was a director or officer of the Corporation, or is
or was serving at the request of the Corporation as a director or officer of
another corporation, of any type or kind, domestic or foreign, or any
partnership, joint venture, trust, employee benefit plan or any other entity
or enterprise, against expenses, including attorneys' fees, and against
judgments, fines and amounts paid in settlement incurred by him in connection
with such Action or any appeal therein.
(2) The Corporation shall pay any expenses incurred by a director
or officer of the Corporation in defending any such Action in advance of the
final disposition thereof upon receipt of any understanding by or on behalf of
such person to repay such advances to the extent of the amount to which such
person shall ultimately be determined not to be entitled.
(3) The Corporation, by resolution of the Board of Directors, may
extend the benefits of this paragraph (C) of Article SEVENTH to employees,
agents and other representatives of the Corporation (each director, officer,
employee, agent and other representative entitled to benefits under this
paragraph (C) being hereinafter sometimes called an "Indemnified Person").
(4) All rights to indemnification and to the advancement of
expenses granted under or pursuant to this paragraph (C) shall be deemed to
arise out of a contract between the Corporation and each person who is an
Indemnified Person at any time while this paragraph (C) is in effect and may
be evidenced by a separate contract between the Corporation and each
Indemnified Person; and such rights shall be effective in respect of all
Actions commenced after the effective date of this paragraph (C), whether
arising from acts or omissions occurring before or after such date. No
amendment, modification or repeal of this Article shall affect any rights or
obligations theretofore existing.
(5) The Corporation may purchase and maintain insurance on behalf
of, or insure or cause to be insured, any person who is an Indemnified Person
against any liability asserted against him and incurred by him in any capacity
in respect of which he is an Indemnified Person, or arising out of his status
in such capacity, whether or not the Corporation would have the power to
indemnify him against such liability under this Article. As used in this
Section, "insurance" includes retrospectively rated and self-insured programs;
provided, however, that no such programs shall provide coverage for directors
and officers which is prohibited by applicable law. The Corporation's
indemnity of any person who is an Indemnified Person shall be reduced by any
amounts such person may collect with respect to such liability (a) under any
policy of insurance purchased and maintained on his behalf by the Corporation
or (b) from any other entity or enterprise served by such person.
(6) The rights to indemnification and to the advancement of
expenses and all other benefits provided by, or granted pursuant to this
Article shall continue as to a person who has ceased to serve in the capacity
in respect of which such person was an Indemnified Person and shall inure to
the benefit of the heirs, executors and administrators of such person.
(7) The Board of Directors shall have the power and authority to
make, alter, amend and repeal such procedural rules and regulations relating
to indemnification and the advancement of expenses as it, in its discretion,
may deem necessary or expedient in order to carry out the purposes of this
Article, such rules and regulations, if any, to be set forth in the Bylaws of
the Corporation or in a resolution of the Board of Directors.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
See the attached Exhibit Index.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement;
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933 (the
"Securities Act");
(ii) To reflect in the prospectus any facts
or events arising after the effective date of the
Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth
in the Registration Statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the Registration Statement or any material change to
such information in the Registration Statement;
however, paragraphs (a)(1)(ii) above do not apply if the
information required to be included in a post-effective
amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") that are incorporated by reference in the
Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on behalf of the undersigned, thereunto
duly authorized in the City of Tucson, State of Arizona, on January 11, 1995.
TUCSON ELECTRIC POWER COMPANY
By: IRA R. ADLER
------------------------
Ira R. Adler
Its: Senior Vice President and
Chief Financial Officer
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that the undersigned President,
Chief Executive Officer and Chairman of the Board, the Senior Vice President
and Chief Financial Officer, the Vice President and Controller, officers
and/or directors of Tucson Electric Power Company, an Arizona corporation,
which corporation proposes to file with the Securities and Exchange Commission
a Registration Statement on Form S-8 for the Company's 1994 Outside Director
Stock Option Plan, under the Securities Act of 1933, as amended, does each for
himself and not for one another, hereby constitute and appoint Ira R. Adler,
Dennis R. Nelson and Karen G. Kissinger and each of them, his true and lawful
attorneys, in his name, place and stead, to sign his name to said proposed
Registration Statement and any and all amendments thereto, and to cause the
same, together with all exhibits and other documents in connection therewith,
to be filed with the Securities and Exchange Commission, it being intended to
grant and hereby granting to said attorneys, and each of them, full power and
authority to do and perform any act and thing necessary and proper to be done
in the premises as fully and to all intents and purposes as the undersigned
could do if personally present; and each of the undersigned for himself hereby
ratifies and confirms all that said attorneys, or any one of them, shall
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on this 11th day of January, 1995.
/S/ CHARLES E. BAYLESS
- ----------------------------
Charles E. Bayless, President,
Chief Executive Officer and
Chairman of the Board of Directors
IRA R. ADLER
- ----------------------------
Senior Vice President and
Chief Financial Officer
KAREN G. KISSINGER
- ----------------------------
Karen G. Kissinger
Vice President and Controller
/S/ JOSE L. CANCHOLA
- ----------------------------
Jose L. Canchola, Director
/S/ KATHRYN N. DUSENBERRY
- ----------------------------
Kathryn N. Dusenberry, Director
/S/ JOHN JETER
- ----------------------------
John Jeter, Director
/S/ R.B. O'RIELLY
- ----------------------------
R.B. O'Rielly, Director
/S/ DR. MARTHA R. SEGER
- ----------------------------
Dr. Martha R. Seger, Director
/S/ DONALD G. SHROPSHIRE
- ----------------------------
Donald G. Shropshire, Director
/S/ H. WILSON SUNDT
- ----------------------------
H. Wilson Sundt, Director
/S/ J. BURGESS WINTER
- ----------------------------
J. Burgess Winter, Director
EXHIBIT INDEX
Exhibit
Number Description
4.1 Tucson Electric Power Company 1994 Outside Director Stock Option Plan
4.2 Form of Option Agreement
5 Opinion of Counsel (re legality)
15 Awareness Letter of Independent Accountants' regarding Unaudited
Interim Financial Information
23 Independent Auditors' Consent
24.1 Power of Attorney (included in this Registration Statement under
"Signatures" at page 6)
24.2 Consent of Counsel (included in Exhibit 5)
EXHIBIT 4.1
TUCSON ELECTRIC POWER COMPANY
1994 OUTSIDE DIRECTOR STOCK OPTION PLAN
TUCSON ELECTRIC POWER COMPANY
1994 Outside Director Stock Option Plan
Table of Contents
Page
Section 1
Establishment, Purpose, and Effective Date of Plan
1.1 Establishment. . . . . . . . . . . . . . . . . . . . B-1
1.2 Purpose. . . . . . . . . . . . . . . . . . . . . . . B-1
1.3 Effective Date . . . . . . . . . . . . . . . . . . . B-1
Section 2
Definitions
2.1 Definitions. . . . . . . . . . . . . . . . . . . . . B-1
Section 3
Eligibility
3.1 Eligibility. . . . . . . . . . . . . . . . . . . . . B-2
Section 4
Administration
4.1 Administration . . . . . . . . . . . . . . . . . . . B-2
Section 5
Duration of Plan
5.1 Duration of Plan . . . . . . . . . . . . . . . . . . B-2
Section 6
Stock Options
6.1 Initial Grant. . . . . . . . . . . . . . . . . . . . B-2
6.2 Annual Awards. . . . . . . . . . . . . . . . . . . . B-3
6.3 Exercise Price . . . . . . . . . . . . . . . . . . . B-3
6.4 Vesting. . . . . . . . . . . . . . . . . . . . . . . B-3
6.5 Expiration . . . . . . . . . . . . . . . . . . . . . B-3
6.6 Payment. . . . . . . . . . . . . . . . . . . . . . . B-3
6.7 Agreement. . . . . . . . . . . . . . . . . . . . . . B-3
6.8 Lapsed Awards. . . . . . . . . . . . . . . . . . . . B-3
6.9 Restrictions on Stock Transferability. . . . . . . . B-3
6.10 Non-Transferability of Options . . . . . . . . . . . B-4
6.11 Beneficiary Designation. . . . . . . . . . . . . . . B-4
Section 7
Adjustment in Capitalization
7.1 Adjustment in Capitalization . . . . . . . . . . . . B-4
Section 8
Termination of Service
8.1 Termination of Service . . . . . . . . . . . . . . . B-4
Page
Section 9
Change in Control
9.1 In General . . . . . . . . . . . . . . . . . . . . . B-5
9.2 Definitions. . . . . . . . . . . . . . . . . . . . . B-5
Section 10
Amendment, Modification, and Termination of Plan
10.1 Amendment, Modification, and Termination of Plan . . B-6
Section 11
Requirements of Law
11.1 Requirements of Law. . . . . . . . . . . . . . . . . B-6
11.2 Governing Law. . . . . . . . . . . . . . . . . . . . B-6
<PAGE>
TUCSON ELECTRIC POWER COMPANY
1994 Outside Director Stock Option Plan
Section 1
Establishment, Purpose and Effective Date of Plan
1.1 Establishment. Tucson Electric Power Company, an
Arizona corporation, hereby establishes the "Tucson Electric
Power Company 1994 Outside Director Stock Option Plan" (the
"Plan") for non-employee members of the Board.
1.2 Purpose. The purpose of the Plan is to enable the
Company to attract and retain highly qualified non-employee
members of the Board by providing to them a significant equity
interest in the Company, and to help provide such non-employee
members of the Board of Directors with reasonable and fair
compensation.
1.3 Effective Date. The Plan shall become effective
immediately upon its adoption by the Board of the Company (the
"Effective Date") subject to its ratification by the shareholders
of the Company and the receipt of any necessary governmental
approvals.
Section 2
Definitions
2.1 Definitions. Whenever used herein, the following terms
shall have their respective meanings set forth below:
(i) "Annual Award Date" means the first and each
succeeding anniversary of the Initial Award Date.
(ii) "Board" means the Board of Directors of the Company.
(iii) "Company" means Tucson Electric Power Company, an
Arizona corporation.
(iv) "Eligible Directors" means those non-employee
members of the Board who are eligible to participate in the
Plan under Section 3 hereof.
(v) "Fair Market Value" means the average of the
highest and lowest sales prices of the Stock as reported on
the consolidated tape for securities listed on the New York
Stock Exchange on a particular date. In the event that there
are no Stock transactions on such date, the Fair Market
Value shall be determined by utilization of the above
formula as of the immediately preceding date on which there
were Stock transactions.
(vi) "Ineligible Directors" means those non-emeritus
members of the Board who are not eligible to participate in
the Plan.
(vii) "Initial Award Date" means the first business day
of the calendar month following the ratification of the Plan
by the shareholders of the Company and the receipt of any
necessary governmental approvals.
(viii) "Option" means a "nonstatutory stock option" (an
option which is not an incentive stock option as described
under Section 422 of the Internal Revenue Code of 1986, as
amended).
(ix) "Stock" means the Common Stock of the Company, no
par value.
Section 3
Eligibility
3.1 Eligibility. All members of the Board are eligible to
participate in the Plan, unless they are common law employees of
the Company or emeritus directors of the Company.
Section 4
Administration
4.1 Administration. The Ineligible Directors shall be
responsible for the administration of the Plan. The Ineligible
Directors, by majority action thereof, are authorized to
interpret the Plan, to prescribe, amend, and rescind rules and
regulations relating to the Plan, to provide for conditions and
assurances deemed necessary or advisable to protect the interests
of the Company, and to make all other determinations necessary or
advisable for the administration of the Plan, but only to the
extent not contrary to the express provisions of the Plan.
Determinations, interpretations, or other actions made or taken
by the Ineligible Directors in good faith pursuant to the
provisions of the Plan shall be final, binding and conclusive for
all purposes and upon all persons whomsoever.
The Ineligible Directors may, from time to time, appoint a
Company employee to administer, construe and/or interpret the
terms of the Plan.
Section 5
Duration of Plan
5.1 Duration of Plan. The Plan shall remain in effect,
subject to the Board's right to terminate the Plan pursuant to
Section 10 hereof, provided, however, that no Option may be
granted under the Plan on or after the tenth (10th) anniversary
of the Plan's effective date.
Section 6
Stock Options
6.1 Initial Grant. On the Initial Award Date, each Eligible
Director shall receive Options to purchase 6,000 shares of Stock,
which shall be exercisable on the terms set forth herein. Each
individual who becomes an Eligible Director after the Initial
Award Date shall receive initial Options to purchase 6,000 shares
of Stock on the date he becomes an Eligible Director. The shares
of Stock to be delivered under the Plan may consist, in whole or
in part, of authorized but unissued stock or treasury stock, not
reserved for any other purpose.
6.2 Annual Awards. On each Annual Award Date following the
Initial Award Date, each person who is an Eligible Director on
that date shall receive Options to purchase 6,000 shares of
Stock, which shall be exercisable on the terms set forth herein.
6.3 Exercise Price. Each Option granted hereunder shall
have an exercise price equivalent to the Fair Market Value of the
Stock on the day such Option is granted.
6.4 Vesting. Awards made on the Initial Award Date, on the
date of initial grant to an Eligible Director after the Initial
Award Date, and on any Annual Award Date shall vest ratably and
become exercisable in 1 /3 increments on each anniversary of the
date of Grant.
6.5 Expiration. Except as otherwise provided in Section 8.1
hereof, Options granted hereunder shall expire ten years from the
date of the award of the Option.
6.6 Payment. The purchase price of Stock upon exercise of
any Option shall be paid in full either (i) in cash, (ii) in
Stock valued at its Fair Market Value on the date of exercise or
(iii) by a combination of (i) and (ii) at the discretion of the
Ineligible Directors. The Ineligible Directors in their sole
discretion may also permit payment of the purchase price upon
exercise of any Option to be made by (i) having shares withheld
from the total number of shares of Stock to be delivered upon
exercise or (ii) delivering a properly executed notice together
with irrevocable instructions to a broker to promptly deliver to
the Company the amount of sale or loan proceeds to pay the
exercise price. The proceeds from payment of option prices shall
be added to the general funds of the Company and shall be used
for general corporate purposes.
6.7 Agreement. Options awarded under this Plan will be
evidenced by an agreement in writing, signed by the Option holder
and a duly authorized representative of the Company.
6.8 Lapsed Awards. Subject to the express provisions of the
Plan, if any Award granted under the Plan terminates, expires or
lapses for any reason, any Stock subject to such Award again
shall be available for the grant of an Award.
6.9 Restrictions on Stock Transferability. The Ineligible
Directors shall impose such restrictions on any shares of Stock
acquired pursuant to the exercise of an Option under the Plan as
it may deem advisable, including, without limitation,
restrictions under applicable Federal securities law, under the
requirements of any stock exchange upon which such shares of
Stock are then listed and under any blue sky or state securities
laws applicable to such shares.
6.10 Non-Transferability of Options. No Option granted under
the Plan may be sold, transferred, pledged, assigned, or
otherwise alienated or hypothecated, otherwise than by will or by
the laws of descent and distribution or pursuant to a qualified
domestic relations order as defined by the Internal Revenue Code
of 1986, as amended, or Title I of the Employee Retirement Income
Security Act of 1974, as amended, ("ERISA"), or the rules
thereunder.
6.11 Beneficiary Designation. Each Eligible Director may
name, from time to time, any beneficiary or beneficiaries (who
may be named contingently or successively) to whom any benefit
under the Plan is to be paid in case of his death before he
receives any or all of such benefit. Each designation will revoke
all prior designations by the same participant, shall be in a
form prescribed by the Ineligible Directors, and will be
effective only when filed by the participant in writing with the
Ineligible Directors during his lifetime. In the absence of any
such designation, benefits remaining unpaid at the Participant's
death shall be paid to his estate.
Section 7
Adjustment in Capitalization
7.1 Adjustment in Capitalization. In the event of any
change in the outstanding shares of Stock that occurs after
ratification of the Plan by the shareholders of the Company by
reason of a stock dividend or split, recapitalization, merger,
consolidation, combination, exchange of shares, or other similar
corporate change, the aggregate number of shares of Stock to be
granted, the aggregate number of shares subject to each out-
standing Option, and its stated exercise price, shall be adjusted
appropriately by the Ineligible Directors, whose determination
shall be conclusive; provided, however, that fractional shares
shall be rounded to the nearest whole share.
Section 8
Termination of Service
8.1 Termination of Service. If the service of an Eligible
Director is terminated for any reason other than involuntarily
for cause, the rights under any then outstanding Option which has
vested under Section 6.4 hereof shall terminate upon the
expiration date of the Option or six months after the termination
of service as an Eligible Director, whichever occurs first. Where
the service of an Eligible Director is terminated by reason of
death, the rights under any outstanding Option which has vested
at the time of the Eligible Director's death may be exercised by
the Eligible Director's personal representative within the time
permitted under this paragraph. Where termination of services as
an Eligible Director is involuntary for cause, rights under all
Options shall terminate immediately upon termination of service.
Section 9
Change in Control
9.1 In General. In the event of a change in control of the
Company as defined in Section 9.2 below, all Options under the
Plan shall vest 100%, and shall be immediately exercisable by the
holder.
9.2 Definition. For purposes of the Plan, a "change in
control" shall mean any of the following events:
(i) the Company receives a report on Schedule 13D filed
with the Securities and Exchange Commission pursuant to
Section 13(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") disclosing that any person,
group, corporation or other entity is the beneficial owner
directly or indirectly of thirty percent or more of the out-
standing Common Stock of the Company;
(ii) any person (as such term is defined in Section
13(d) of the Exchange Act, group, corporation or other
entity other than the Company or a wholly-owned subsidiary
of the Company, purchases shares pursuant to a tender offer
or exchange offer to acquire any Common Stock of the Company
(or securities convertible into Common Stock) for cash,
securities or any other consideration, provided that after
consummation of the offer, the person, group, corporation or
other entity in question is the beneficial owner (as such
term is defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of thirty percent or more of the
outstanding Common Stock of the Company (calculated as
provided in paragraph (d) of Rule 13d-3 under the Exchange
Act, as amended in the case of rights to acquire Common
Stock);
(iii) the stockholders of the Company approve (a) any
consolidation or merger of the Company in which the Company
is not the continuing or surviving corporation or pursuant
to which shares of Common Stock would be converted into
cash, securities or other property, or (b) any sale, lease,
exchange or other transfer (in one transaction or a series
of related transactions) of all or substantially all of the
assets of the Company; or
(iv) there shall have been a change in a majority of
the members of the Board within a 24 month period unless the
election or nomination for election by the Company's
stockholders of each new director was approved by the vote
of two-thirds of the directors then still in office who were
in office at the beginning of the 24 month period.
Section 10
Amendment, Modification. and Termination of Plan
10.1 Amendment, Modification, and Termination of Plan. The
Board at any time may terminate, and from time to time amend or
modify the Plan, provided, however, that any such action of the
Board shall be subject to approval of the shareholders, to the
extent required by Rule 16b-3 of the Exchange Act or otherwise by
law.
No amendment, modification, or termination of the Plan shall
in any manner adversely affect any Option theretofore granted
under the Plan, without the consent of the Option holder. In no
event shall the provisions of this Plan be amended more than once
every six months, other than to comport with changes in the
Internal Revenue Code, the Employee Retirement Income Security
Act, or the rules thereunder.
Section 11
Requirements of Law
11.1 Requirements of Law. The granting of Options and the
issuance of shares of Stock upon the exercise of an Option shall
be subject to all applicable laws, rules, and regulations, and to
such approvals by any governmental agencies or national
securities exchanges as may be required.
11.2 Governing Law. The Plan, and all agreements hereunder,
shall be construed in accordance with and governed by the laws of
the State of Arizona.
EXHIBIT 15
January 10, 1995
Tucson Electric Power Company
220 West Sixth Street
Tucson, Arizona 85701
We have made a review, in accordance with standards established by
the American Institute of Certified Public Accountants, of the
unaudited interim financial information of Tucson Electric Power
Company and subsidiaries for the periods ended March 31, 1994 and
1993, June 30, 1994 and 1993, and September 30, 1994 and 1993 as
indicated in our reports dated May 3, 1994, August 1, 1994 and
November 1, 1994, respectively (which included an explanatory
paragraph relating to the timing of the recovery of the costs
associated with 37.5% of Springerville Unit 2 which cannot
presently be determined); because we did not perform an audit, we
expressed no opinion on that information.
We are aware that our reports referred to above, which were
included in your Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1994, June 30, 1994, and September 30, 1994, are
being incorporated by reference in this Registration Statement.
We are also aware that the aforementioned reports, pursuant to Rule
436(c) under the Securities Act of 1933, are not considered a part
of the Registration Statement prepared or certified by an
accountant or a report prepared or certified by an accountant
within the meaning of Sections 7 and 11 of that Act.
DELOITTE & TOUCHE LLP
Tucson, Arizona
EXHIBIT 15
January 10, 1995
Tucson Electric Power Company
220 West Sixth Street
Tucson, Arizona 85701
We have made a review, in accordance with standards established by
the American Institute of Certified Public Accountants, of the
unaudited interim financial information of Tucson Electric Power
Company and subsidiaries for the periods ended March 31, 1994 and
1993, June 30, 1994 and 1993, and September 30, 1994 and 1993 as
indicated in our reports dated May 3, 1994, August 1, 1994 and
November 1, 1994, respectively (which included an explanatory
paragraph relating to the timing of the recovery of the costs
associated with 37.5% of Springerville Unit 2 which cannot
presently be determined); because we did not perform an audit, we
expressed no opinion on that information.
We are aware that our reports referred to above, which were
included in your Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1994, June 30, 1994, and September 30, 1994, are
being incorporated by reference in this Registration Statement.
We are also aware that the aforementioned reports, pursuant to Rule
436(c) under the Securities Act of 1933, are not considered a part
of the Registration Statement prepared or certified by an
accountant or a report prepared or certified by an accountant
within the meaning of Sections 7 and 11 of that Act.
DELOITTE & TOUCHE LLP
Tucson, Arizona
EXHIBIT 4.2
TUCSON ELECTRIC POWER COMPANY
AWARD NOTICE AND OPTION AGREEMENT
Outside Director Grantee
This Agreement between Tucson Electric Power Company (the "Company")
and ________________________________ (the "Grantee") sets forth
specific terms and benefits which apply to the Grantee under the
Tucson Electric Power Company 1994 Outside Director Stock Option Plan
("Plan").
1. NOTICE OF AWARD OF STOCK OPTIONS: The Company hereby awards
options to the Grantee to purchase the Company's common stock as
follows:
Stock Option Grant No. ###
Date of Grant 01/03/1995
Total Number of Options Granted 6000
Exercise Price Per Share $ 3.13
Expiration Date of Unexercised Options 01/03/2005
Options shall vest ratably and become exercisable in one-third (1/3)
increments on each anniversary of the grant date. This award is
subject to the: (a) terms and conditions of the Plan; (b) Policies and
Procedures necessary for Plan administration; and (c) provisions of
this Agreement.
2. BINDING EFFECT: This Agreement shall inure to the benefit of the
successors and assigns of the Company and shall be binding upon the
Grantee and the spouse, heirs, executors, administrators, successors
and assigns of the Grantee.
3. INTEGRATED AGREEMENT: This Agreement and the Plan constitute the
entire understanding and agreement of the Grantee and the Company
regarding the Plan and the award of options. There are no other
agreements, understandings, representations or warranties between the
Grantee and the Company other than those set forth or provided for
herein or in the Plan. This Agreement does not constitute a contract
for employment with or continuing services to the Company. The
provisions of this Agreement and the Plan shall survive any exercise
of options, and shall remain in full force and effect until the
exercise or expiration of the options awarded.
4. SUBJECT TO PLAN: Except as may be specifically set forth herein,
the rights of the Grantee are subject to the terms and conditions of
the Plan, including Policies and Procedures established to effect its
administration. The provisions of the Plan are incorporated by
reference.
5. GOVERNING LAW: This Agreement shall be construed in accordance
with and governed by the laws of the State of Arizona.
IN WITNESS WHEREOF, the Company and Grantee have executed this
Agreement.
TUCSON ELECTRIC POWER COMPANY
Dated: ___________________ By: _________________________
The Grantee represents that he/she is familiar with the terms and
provisions of this Agreement and the Plan, hereby acknowledges receipt
of both documents, and hereby accepts the options subject to all of
the terms and provisions thereof. The Grantee is aware that exercise
of these options constitutes a purchase for purposes of Section 16(b)
of the Securities Act of 1933.
GRANTEE
Dated: ___________________ By: __________________________
EXHIBIT 5
January 9, 1995
Tucson Electric Power Company
220 West Sixth Street
Tucson, Arizona 85701
Ladies and Gentlemen:
As General Counsel of Tucson Electric Power Company (the
"Company"), I am supervising the various corporate matters and
proceedings relating to the proposed registration under the
Securities Act of 1933, as amended, of 540,000 shares of the
Company's common stock, no par value (the "Common Stock"). The
Common Stock is being registered in connection with the Company's
1994 Outside Director Stock Option Plan as described in the
Company's Registration Statement on Form S-8 to be filed with the
Securities and Exchange Commission.
I am of the opinion that the Company is a corporation
duly organized and existing under the laws of the State of Arizona
and that the Common Stock, upon payment of the purchase price
therefor, will be authorized under the Company's Restated Articles
of Incorporation, as amended, legally issued and validly
outstanding, and fully paid and non-assessable.
I hereby consent to the use of my name in connection with
the Registration Statement and any and all amendments or
supplements thereto, and to the use of this opinion as an Exhibit
to the Registration Statement.
Very truly yours,
DENNIS R. NELSON
----------------
Dennis R. Nelson
General Counsel
