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): March 1, 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)
(520) 571-4000
(Registrant's telephone number, including area code)
Item 5. Other
On March 1, 1996, the Company's Board of Directors approved
amendments to the Company's Restated Articles of Incorporation,
which would (i) reduce the number of outstanding shares of Common
Stock, no par value, of the Company through a one-for-five
reverse split (the "Reverse Split"); and (ii) reduce the number
of authorized shares of Common Stock from 200 million to 75
million (the "Authorized Share Reduction"). The amendments are
subject to the approval of the Company's shareholders at the
Annual Meeting of Shareholders to be held on May 14, 1996. If
the amendments are approved by the requisite vote of the
Company's shareholders, they will become effective at the time of
the filing of the amendments with the Arizona Corporation
Commission. At and after the effective time of the amendments,
each share of Common Stock will be reclassified and changed into
one-fifth of one share of Common Stock. Where such
reclassification would result in a shareholder becoming the
holder of a fractional interest in a share of Common Stock, the
number of shares held by such shareholder will be rounded up to
the nearest whole share.
The Reverse Split is intended to increase the marketability
and liquidity of the Common Stock. The Board of Directors
believe that the Reverse Split may increase the trading price of
the stock to a price more appropriate for an exchange-listed
security, although no assurance can be given that the market
price of the Common Stock will rise in proportion to the
reduction in the number of outstanding shares resulting from the
Reverse Split.
The reduction in the number of authorized shares of Common
Stock resulting from the Authorized Share Reduction would not be
proportionate to the reduction in the number of shares
outstanding as a result of the Reverse Split. The Board of
Directors believes that the increased ratio of authorized shares
to outstanding shares will provide additional flexibility for the
Company to issue additional capital for the reduction of debt,
for necessary or desirable additions to the Company's electric
system and for other corporate purposes.
Shareholder votes will be solicited only by means of
definitive proxy soliciting materials in accordance with
applicable securities laws.
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: March 6, 1996 Ira R. Adler
-------------------------
Ira R. Adler
Senior Vice President and
Principal Financial Officer
