TUCSON ELECTRIC POWER CO
8-K, 1996-07-05
ELECTRIC SERVICES
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                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D. C.  20549
                                      
                                  FORM 8-K
                                      
                               CURRENT REPORT
                                      
   Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     Date of Report (Date of Earliest Event Reported):  July 2, 1996


                        TUCSON ELECTRIC POWER COMPANY
                        -----------------------------

           (Exact name of registrant as specified in its charter)
                                      

       Arizona                      1-5924                  86-0062700
(State of Incorporation)   (Commission File Number)      (IRS Employer
                                                       Identification No.)

                    
                220 West Sixth Street, Tucson, Arizona  85701
             (Address of principal executive office)  (Zip Code)
                                      
                                      
                               (602) 571-4000
            (Registrant's telephone number, including area code)



Item 5.  Other Events

     On July 2, 1996, the Company announced that
approximately 200 employees, or 15 percent of the total
workforce, had chosen to accept the Company's Voluntary
Severance Plan ("VSP").  The VSP, which was offered to
nearly all of the Company's employees in May of 1996, is
part of the Company's comprehensive Human Resources
Strategic Plan (HRSP).  The HRSP consists of three major
components: a long-term plan to evaluate each of the
Company's working processes; a workforce management program,
which includes the VSP; and a career transition program
designed to prepare employees for success in a competitive
and rapidly changing utility environment.

     Based on the level of employee acceptance, the Company
projects annual cost savings of more than $10 million
following the implementation and completion of the VSP.  The
Company also announced that it anticipates a one-time charge
against earnings of approximately $14 million attributable
to the VSP for the quarter ending June 30, 1996.  However,
due to higher sales and lower operating expenses, the
Company expects second quarter earnings to improve compared
to the same period in 1995.

               *         *         *

     The annual cost savings projection contained in this
report constitutes a "forward-looking statement," as defined
in the Securities Litigation Reform Act of 1995.  Such
forward-looking statement involves risks and uncertainties
which could cause actual results or outcomes to differ
materially from those expressed in the forward-looking
statement.  The projection is expressed in good faith and is
believed by the Company to have a reasonable basis, but
there can be no assurance that such savings will result.
Some of the important factors that could cause actual
results to differ materially from those set forth in the
forward-looking statement include the number of employees
who choose to revoke their acceptance of the VSP within the
allowed grace period and the Company's ability to maintain
staffing and employee compensation at levels consistent with
the projected cost savings.



                          SIGNATURE


     Pursuant to the requirements 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.


                              TUCSON ELECTRIC POWER COMPANY
                                       (Registrant)


Date:  July 5, 1996                     Ira R. Adler
                                        Ira R. Adler
                                   Senior Vice President and
                                  Principal Financial Officer



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