As filed with the Securities and Exchange Commission on July 10, 1997
Registration No. 333-
=================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TUCSON ELECTRIC POWER COMPANY
(Exact Name of Registrant as Specified in Its Charter)
ARIZONA 86-0062700
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
220 WEST SIXTH STREET
TUCSON, ARIZONA 85701
(520) 571-4000
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
Dennis R. Nelson, Esq. J. Anthony Terrell, Esq.
Tucson Electric Power Company John T. Hood, Esq.
220 West Sixth Street Reid & Priest LLP
Tucson, Arizona 85701 40 West 57th Street
(520) 571-4000 (212) 603-2000
(Names, Addresses, Including Zip Codes, and Telephone Numbers,
Including Area Codes, of Agents for Service)
---------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE
PUBLIC PURSUANT TO THE PLAN: From time to time after the
effective date of this registration statement.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. [ ]
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933 (the "Securities Act") other
than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration number of the earlier effective registration
statement for the same offering. [ ]
<PAGE>
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the
earlier effective registration for the same offering. [ ]
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following
box. [ ]
CALCULATION OF REGISTRATION FEE
========================================================================
PROPOSED PROPOSED
TITLE OF EACH MAXIMUM MAXIMUM
CLASS OF AMOUNT TO OFFERING AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED PRICE OFFERING REGISTRATION
BE REGISTERED (1) PER UNIT PRICE FEE
------------------------------------------------------------------------
Common Stock, 1,000,000 $14.60(2) $14,600,000(2) $4,425
without par Shares
value
=========================================================================
(1) In addition, pursuant to Rule 416(a) under the Securities
Act, this registration statement also covers any additional
securities to be offered or issued in connection with a
stock split, stock dividend or similar transaction.
(2) Based on the average high and low prices on the composite
tape on July 2, 1997, pursuant to Rule 457(c).
The registrant hereby amends this registration statement on
such date or dates as may be necessary to delay its effective
date until the registrant shall file a further amendment which
specifically states that this registration statement shall
thereafter become effective on such date as the Commission,
acting pursuant to said Section 8(a), may determine.
=================================================================
<PAGE>
Information contained herein is subject to completion or
amendment. A registration statement relating to these securities
has been filed with the Securities and Exchange Commission.
These securities may not be sold nor may offers to buy be
accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell
or the solicitation of an offer to buy nor shall there be any
sale of these securities in any jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
SUBJECT TO COMPLETION DATED JULY 10, 1997
P R O S P E C T U S
TUCSON ELECTRIC POWER COMPANY
INVESTMENT PLUS PLAN
1,000,000 SHARES
COMMON STOCK
WITHOUT PAR VALUE
-------------------
The Investment Plus Plan (the "Plan") of Tucson Electric
Power Company (the "Company") provides a simple and convenient
method of investing in the Company's common stock, without par
value (the "Common Stock"), without brokerage commissions or
service charges. Anyone, whether or not a current shareholder of
the Company, is eligible to join the Plan (subject to certain
legal restrictions).
The Plan is designed to promote long-term ownership among
investors who are committed to building their ownership of Common
Stock over time. Interested investors may enroll by making an
initial investment of at least $250. Once enrolled, investors
are eligible to make semi-monthly investments of $50 or more to
purchase additional shares of stock.
To enroll in the Plan, simply complete an Enrollment Form
(the "Enrollment Form") and return it in the envelope provided.
Enrollment in the Plan is entirely voluntary and participants in
the Plan may terminate their participation at any time.
PARTICIPANTS IN THE PLAN MAY:
() Deposit certificates of Common Stock into the Plan for
safekeeping.
() Sell shares of Common Stock credited to their Plan
accounts through the Plan.
() Give Common Stock in a Plan account as a gift to
others.
The Company will pay any applicable broker commissions and
fees on purchases through the Plan.
To the extent required by applicable law in certain
jurisdictions, shares of Common Stock offered under the Plan to
persons not presently shareholders of record are offered only
through a registered broker/dealer in such jurisdictions. The
Company has selected BNY Brokerage, Inc., a wholly-owned
subsidiary of The Bank of New York Company, Inc., as the
registered broker/dealer through whom shares will be offered in
such instances.
The Company's Dividend Reinvestment and Common Stock
Purchase Plan (the "Prior Plan"), which had been suspended in
1990 with respect to optional cash payments, has been amended and
restated and constitutes a part of the Plan. Each participant in
<PAGE>
the Prior Plan is, without any further action, enrolled in the
Plan, and the shares of Common Stock credited to such
participant's account in the Prior Plan have been credited to
such Participant's account in the Plan.
This Plan does not provide for automatic reinvestment of
dividends since the Company is precluded by restrictive covenants
in certain debt agreements from declaring or paying dividends.
In the event that the declaration and payment of dividends is
resumed in the future, the Company intends to amend the Plan to
permit participants to elect automatic reinvestment of all or a
portion of such cash dividends.
This Prospectus contains the provisions of the Plan. It is
suggested that this Prospectus be retained for future reference.
THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK.
SEE "CERTAIN RISK FACTORS."
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
---------------
The date of this Prospectus is , 1997.
--------------
<PAGE>
TABLE OF CONTENTS
Page
----
Available Information . . . . . . . . . . . . . . . . . . . . 1
Incorporation of Certain Documents by Reference . . . . . . . 1
Certain Risk Factors . . . . . . . . . . . . . . . . . . . . 2
Dividend Restrictions . . . . . . . . . . . . . . . . . . . . 3
The Company . . . . . . . . . . . . . . . . . . . . . . . . . 4
The Plan . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Certain Definitions . . . . . . . . . . . . . . . . . . 4
Purpose of the Plan . . . . . . . . . . . . . . . . . . 6
Advantages and Disadvantages of the Plan . . . . . . . . 6
Plan Administration . . . . . . . . . . . . . . . . . . 7
Participation in the Plan . . . . . . . . . . . . . . . 8
Initial Investments and Optional Investments . . . . . . 9
Purchases . . . . . . . . . . . . . . . . . . . . . . . 11
Certificates . . . . . . . . . . . . . . . . . . . . . . 11
Safekeeping of Certificates . . . . . . . . . . . . . . 12
Giving Plan Shares to Others . . . . . . . . . . . . . . 13
Sale of Shares . . . . . . . . . . . . . . . . . . . . . 14
Termination of Plan Participation . . . . . . . . . . . 14
Costs . . . . . . . . . . . . . . . . . . . . . . . . . 16
Reports to Participants . . . . . . . . . . . . . . . . 16
Other Information . . . . . . . . . . . . . . . . . . . 17
Federal Income Tax Information . . . . . . . . . . . . . 18
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . 18
Description of Capital Stock . . . . . . . . . . . . . . . . 19
Description of Warrants . . . . . . . . . . . . . . . . . . . 20
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Shareholder Information . . . . . . . . . . . . . . . . . . . 21
<PAGE>
AVAILABLE INFORMATION
This Prospectus is a prospectus of the Company delivered in
compliance with the Securities Act of 1933, as amended (the
"Securities Act"). A Registration Statement (the "Registration
Statement") has been filed by the Company with the Securities and
Exchange Commission (the "SEC") under the Securities Act with
respect to the shares of the Company's Common Stock offered
hereby. As permitted by the rules and regulations of the SEC,
this Prospectus omits certain information contained in the
Registration Statement on file with the SEC. For further
information pertaining to the securities offered hereby,
reference is made to the Registration Statement, including
exhibits filed as a part thereof. The Company is subject to the
informational requirements of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and in accordance
therewith, files periodic reports, proxy statements, and other
information with the SEC. The Registration Statement, as well as
such reports, proxy statements, and other information, can be
inspected and copied at the public reference facilities
maintained by the SEC at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and the Regional Offices of the SEC
located at 500 West Madison Street, 14th Floor, Chicago, Illinois
60661-2511, and 7 World Trade Center, Suite 1300, New York, New
York 10048. Copies of such documents can be obtained from the
Public Reference Section of the SEC at prescribed rates by
writing to it at 450 Fifth Street, N.W., Washington, D.C. 20549
The SEC also maintains a Web site that contains periodic
reports, proxy statements and other information regarding the
Company and other registrants that file electronically with the
SEC at http://www.sec.gov.
Finally, reports, proxy statements, and other information
concerning the Company are available for inspection and copying
at the offices of the New York Stock Exchange, Inc., 20 Broad
Street, New York, New York 10005, and the offices of the Pacific
Stock Exchange Incorporated, 301 Pine Street, San Francisco,
California 94104.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates by reference, and as of any
time hereafter prior to the termination of the offering made by
this Prospectus the Company shall be deemed to have incorporated
herein by reference, (1) the Company's latest Annual Report on
Form 10-K (the "Latest Annual Report"), filed by the Company with
the Commission pursuant to the Securities Exchange Act, and (2)
all other reports and documents filed by the Company with the
Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act subsequent to the filing of the Latest
Annual Report, and all of such documents shall be deemed to be a
part hereof from the respective dates of filing thereof. The
documents incorporated herein by reference are sometimes called
the "Incorporated Documents". Any statement contained in an
Incorporated Document shall be deemed to be modified or
superseded for all purposes to the extent that a statement
contained in any subsequently filed Incorporated Document
modifies or replaces such statement.
The Incorporated Documents, incorporated herein by reference
as of the date of this Prospectus, are: (i) the Annual Report of
the Company on Form 10-K for the year ended December 31, 1996 and
(ii) the quarterly report of the Company on Form 10-Q for the
quarter ended March 31, 1997.
The Company undertakes to provide without charge to each
person to whom this Prospectus is delivered, upon the request of
any such person, a copy of any or all of the Incorporated
Documents, excluding the exhibits unless any such exhibit is
specifically incorporated by reference into an Incorporated
Document. Requests for such documents should be directed to
<PAGE>
Tucson Electric Power Company, Investor Services, P. O. Box
28803, Tucson, Arizona 85726, or by calling (520) 884-3661.
CERTAIN RISK FACTORS
The shares of Common Stock described herein and being offered
hereby are subject to a number of material risks, and, therefore,
involve a high degree of risk of loss. The following summary of
the principal factors that make the shares being offered an
investment of high risk is qualified in its entirety by reference
to the detailed information contained in the Incorporated
Documents. Prior to deciding whether or not to make an
investment in the shares of Common Stock being offered, investors
should consider carefully all the information contained herein
and in the Incorporated Documents.
TEP FINANCIAL UNCERTAINTY
The Company is subject to significant economic, regulatory and
other uncertainties, some of which are beyond the Company's
control. These uncertainties include the degree of utilization
of generation capacity through either retail electric service or
wholesale sales and the extent to which the Company, due to
continued high financial and operating leverage, can alter
operations and reduce costs in response to unanticipated economic
downturns or industry changes. The Company's success will
depend, in part, on the Company's ability to contain the costs of
serving retail customers and the level of sales to such
customers. Although the Company anticipates continued growth in
sales over the next five years primarily as a result of
anticipated population and economic growth in the Tucson area, a
number of factors such as changes in the economic and regulatory
environment and the increasingly competitive electric markets
could affect the Company's levels of sales.
If the Company is unable to make sales at prices adequate to
recover its costs or if for other reasons the Company fails to
maintain or improve its cash flows, the Company's ability to meet
its obligations may be jeopardized. During the period 1999-2003,
approximately $192 million of the Company's long-term debt
obligations will mature. Letters of credit supporting
approximately $774 million of the Company's long-term variable
rate debt obligations are also scheduled to expire during the
period 1999-2002. In the event that expiring letters of credit
are not replaced or extended, the corresponding variable rate
debt obligations would be subject to mandatory redemption. While
the Company intends to pay or refinance maturing bonds and bank
loans, and to replace or extend expiring letters of credit, there
can be no assurance that the Company will be able to do so. The
Company's future cash flows will also be affected by the level of
interest rates due to the significant amount of variable rate
debt outstanding.
The Company's capital structure is highly leveraged and the
Company's ability to raise capital (through either public or
private financings) is limited. The Company's ability to obtain
debt financing is limited due to the restrictive covenants
contained in existing obligations to creditors. To the extent
the Company refinances its debt obligations in order to repay
them when due, such refinancing may be made on terms which may be
adverse to the Company. Such terms could include, among other
things, higher interest rates and various restrictive covenants,
such as dividend payment restrictions. Access to equity capital
may be limited because of the Company's present inability to pay
dividends.
RISKS RELATING TO FORMATION OF HOLDING COMPANY STRUCTURE
In 1995, the Company sought approvals to establish through a
one-for-one share exchange (the "Share Exchange") a new corporate
structure in which the Company would have been a subsidiary of a
-2-
<PAGE>
new holding company (the "Holding Company"). In May 1995,
shareholders of the Company approved the proposed holding
company. However, in addition to such shareholder approval,
implementation of the holding company plan was conditioned upon
receiving approval from the Arizona Corporation Commission (the
"ACC") and the Federal Energy Regulatory Commission ("FERC"). On
February 22, 1996, the ACC denied the formation of a holding
company structure. As a result of the ACC order, the Company did
not establish the holding company structure and withdrew its
application with the FERC.
The Company filed another application with the ACC on April 4,
1997 for approval of the holding company structure. If the
requisite regulatory approvals are received, then the Company
would likely effect the Share Exchange. Upon the Share Exchange,
the present holders of the Company's Common Stock offered hereby
would become holders of the common stock of the Holding Company
and, it is anticipated that, the Plan described herein would
thereafter relate to the common stock of the Holding Company.
If the Holding Company structure were to be established,
substantially all of its assets initially following the Share
Exchange would consist of the Company's Common Stock. The
Holding Company would initially rely primarily on funding sources
other than TEP to fund its operations and to capitalize affiliate
companies because TEP is currently prohibited by restrictive
covenants contained in certain credit agreements from paying
dividends and may be prohibited from making investments in the
Holding Company or affiliated Companies. Also, the ACC's
affiliated interest rules would limit certain transactions
between the Holding Company and the Company unless approved by
the ACC. Accordingly, funds for the Holding Company would be
limited until the Holding Company obtains outside financing or
until the affiliate companies are able to pay cash dividends to
the Holding Company. The Company is reviewing various methods
for the Holding Company to obtain outside financing, including
the issuance of new equity by the Holding Company. One source of
financing for the Holding Company would be the proceeds received
by the Holding Company from the sale of shares of its Common
Stock through the Plan assuming the consummation of the Share
Exchange and the effectiveness of certain conforming amendments
to the Plan. There can be no assurance that, if a holding
company structure is effected in the future, the Holding Company
would be able to obtain financing.
DIVIDEND RESTRICTIONS
No dividend on Common Stock has been declared or paid since
1989. Currently, the Company may not declare or pay dividends
because of restrictive covenants contained in both the Master
Restructuring Agreement (the "MRA") between the Company and the
various banks with which the Company has credit relationships
(the "Banks") and the Indenture, dated as of April 1, 1941 (the
"General First Mortgage"), of Tucson Gas, Electric Light and
Power Company to Chase National Bank of the City of New York, as
trustee, as supplemented and amended.
The restrictions contained in the General First Mortgage are
applicable so long as certain series of first mortgage bonds
issued under the General First Mortgage ("First Mortgage Bonds")
(aggregating $184 million in principal amount as of the date
hereof) are outstanding. The latest maturity of such First
Mortgage Bonds is in 2003. These covenants restrict the payment
of dividends on Common Stock if certain cash flow coverage and
retained earnings tests are not met. The cash flow coverage and
retained earnings tests will prevent the Company from paying
dividends on its Common Stock until such time as the Company's
cash flow coverage ratio, as defined therein, is greater or equal
to a ratio of 2 to 1, and the Company has positive retained
earnings rather than an accumulated deficit. As of March 31,
1997, the Company had a cash flow coverage ratio slightly above 2
to 1 and the Company's accumulated deficit was $494 million. The
MRA contains a similar dividend restriction based on retained
earnings.
-3-
<PAGE>
In order for the Company to pay a dividend when such covenants
would otherwise restrict such payment, the Company would have to
(i) obtain a waiver or an amendment to the MRA's covenant and
(ii) redeem all outstanding First Mortgage Bonds of the series
that contain dividend restrictions or amend the General First
Mortgage. Such amendment to the General First Mortgage would
require approval by holders of 75% of all First Mortgage Bonds.
See the Incorporated Documents for more information on
dividend restrictions.
THE COMPANY
The Company was incorporated under the laws of the State of
Arizona on December 16, 1963. The Company is the successor by
merger on February 20, 1964, to a Colorado corporation which was
incorporated on January 25, 1902. The Company is an operating
public utility engaged in the generation, purchase, transmission,
distribution and sale of electricity to customers in the City of
Tucson and certain of the surrounding area and to wholesale
customers. The Company holds a franchise which expires in 2001
to provide electric service to customers in the City of Tucson.
The principal executive offices of the Company are located at 220
West Sixth Street, Tucson, Arizona 85701, telephone number (520)
571-4000.
The Company has been successful in returning to profitability
after financial difficulties experienced in the late 1980s and
early 1990s. Management believes that the Company is positioned
to take advantage of the expected deregulation of the U.S. power
industry by following strategies to foster growth and increase
competitiveness. These strategies focus on: (i) increasing
revenues within its service territory by encouraging the
development of long-term relationships based on, among other
things, value-added services such as the design, construction,
maintenance and operation of electric service delivery systems,
beyond-the-meter power restoration services, back-up generation
services, performance contracting, energy audits and demand side
management solutions; (ii) expanding the Company's lines of
business by making selected investments in energy-related assets
and businesses; and (iii) actively controlling costs within the
utility.
THE PLAN
The following is a complete statement of the Plan.
Nothing contained herein or in any other Plan information
represents a recommendation that any person buy or sell Tucson
Electric Power Company Common Stock. A decision to purchase
shares through the Plan should only be made after an investor has
independently made the necessary investment decision.
CERTAIN DEFINITIONS
For convenience of reference, the definitions of certain terms
are provided below.
Acknowledgement Form -- A form acknowledging the Participant's
enrollment in the Plan.
Business Day -- A day on which the principal office
of the Company is open for business.
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<PAGE>
Common Stock -- The Common Stock, without par
value, of the Company.
Company -- Tucson Electric Power Company.
Enrollment Form -- The form that the investor must
complete to be able to participate
in the Plan and to express other
directions with respect to the Plan
account. The completion of an
Enrollment Form is not necessary for
participants in the Prior Plan.
Independent Agent -- A registered broker-dealer or
bank selected by the Company to
purchase and/or sell shares of Common
Stock for Participants.
Initial Investment -- A payment made to the Company by
those participants who were not part
of the Prior Plan for the initial
purchase of shares of Common Stock to
open a Plan account. The minimum
Initial Investment is $250.
Investment Statement -- A statement sent to a Participant
after any investment activity has
occurred. The Investment Statement
provides detailed account information
such as amount invested, purchase
price, number of shares accumulated
and other investment information.
Latest Annual Report -- The Company's latest Annual Report
on Form 10-K that is filed by the
Company with the SEC pursuant to the
Exchange Act.
Optional Investment -- A payment made subsequent to the
Initial Investment and enrollment
in the Plan. The minimum Optional
Investment is $50.
Optional Investment Form -- A form completed by the investor in
order to make Optional Investments.
Participant -- A person who is enrolled in the Plan.
Plan -- Tucson Electric Power Company
Investment Plus Plan.
Plan Administrator -- Tucson Electric Power Company.
Prior Plan -- Tucson Electric Power Company Dividend
Reinvestment and Common Stock Purchase
Plan.
Safekeeping -- The Plan's "safekeeping" service which
Participants may use to deposit any
Common Stock certificates in their
possession with the Plan Administrator.
-5-
<PAGE>
Semi-Monthly Investment
Period -- The two periods in each month during
which Common Stock is purchased on
behalf of Participants. The first
Semi-Monthly Investment Period begins
on the first calendar day (or if not a
Business Day, the next Business Day)
of any month and ends on and includes
the fifteenth calendar day of such
month. The second Semi-Monthly
Investment Period commences on the
sixteenth calendar day (or if not a
Business Day, the next Business Day)
of any month and ends on and includes
the last calendar day of such month.
Shareholder of Record -- An investor whose shares are
registered on the books of the
Company.
PURPOSE OF THE PLAN
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to provide interested investors with a
convenient method of purchasing Common Stock directly through the
Company without payment of any brokerage commission.
ADVANTAGES AND DISADVANTAGES OF THE PLAN
2. WHAT ARE THE ADVANTAGES AND DISADVANTAGES OF THE PLAN?
THE PLAN OFFERS THE FOLLOWING ADVANTAGES:
DIRECT PURCHASE OF STOCK--Participants may purchase Company
Common Stock directly through the Company, without the cost of
brokerage or other fees.
FULL INVESTMENT OF FUNDS--The full amount of Optional
Investments is invested because the Plan permits fractional
shares to be credited to Plan accounts.
CERTIFICATE SAFEKEEPING--Participants may deposit their Common
Stock certificates with the Company, whether or not the Common
Stock represented by such certificates was purchased through
the Plan, and have their ownership maintained on the Company's
records in their Plan account. This convenience is provided
at no cost to the Participant and eliminates the possibility
of loss, inadvertent destruction or theft of certificates.
Also, because shares deposited for Safekeeping are treated in
the same manner as shares purchased through the Plan, they may
be transferred or sold through the Plan.
GIVING PLAN SHARES TO OTHERS--An investor may give Plan shares
to others by making an Initial Investment to establish a Plan
account for the recipient, by making Optional Investments to
the recipient's existing Plan account or by transferring
shares from the investor's Plan account to the recipient's
Plan account. The investor also receives free of charge a
gift acknowledgement to present to the recipient.
SELL STOCK--Participants may sell shares held in their Plan
account, including odd-lot sales.
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<PAGE>
BROKER COMMISSIONS--No broker commissions are charged in
connection with purchases under the Plan.
SIMPLIFIED RECORDKEEPING--An Investment Statement will be
mailed to Participants after any investment activity.
PLAN PARTICIPATION PRESENTS THE FOLLOWING DISADVANTAGES:
NO INTEREST ON FUNDS PENDING INVESTMENT--No interest is paid
on Initial Investments or Optional Investments held pending
investment.
DELAY IN DETERMINING PURCHASE PRICE--The number of shares
purchased for a Participant's Plan account and the purchase
price will not be determined until all shares for the relevant
Semi-Monthly Investment Period have been purchased.
Therefore, Participants will not know the number of shares
purchased or the purchase price until after the applicable
Semi-Monthly Investment Period.
RETURN OF OPTIONAL INVESTMENTS--Initial Investments or
Optional Investments sent to the Plan Administrator will not
be returned to a Participant unless a written request is
received by the Plan Administrator by the Business Day prior
to the beginning of the applicable Semi-Monthly Investment
Period.
PRICE OF SHARES--Participants cannot designate a specific
price at which to sell or purchase Common Stock. Therefore,
Participants bear the risk of fluctuations in the market price
of Common Stock.
INSURANCE--Plan accounts are not insured by the Securities
Investor Protection Corporation, the Federal Deposit Insurance
Corporation or any other entity.
PLAN ADMINISTRATION
3. WHO ADMINISTERS THE PLAN?
The Company is the Plan Administrator. The Plan Administrator
administers the Plan for Participants, keeps records, sends
Investment Statements to Participants and performs other duties
relating to the Plan. The Company also holds shares acquired
under the Plan and shares deposited into the Plan for
Safekeeping. The Company may resign as Plan Administrator at any
time upon the appointment of a successor by the Company. The
Company believes that its position as Plan Administrator, as
compared with that of a registered broker-dealer or federally
insured banking institution, poses no material risk to
Participants for the following reasons: (i) the Company has
substantial experience in administering the Prior Plan over the
years, having successfully served as administrator of the Prior
Plan since 1989 and has been the transfer agent for the Common
Stock since 1991, (ii) the Plan Administrator's duties are
limited to clerical and administrative functions such as
recordkeeping, processing of Enrollment and other Forms, and
preparing and distributing the periodic Investment Statements and
(iii) a separate escrow account has been established with a bank
to hold cash payments received from Participants pending
investment under the Plan.
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<PAGE>
Should the Plan purchase or sell shares on the open market,
the Company will appoint an Independent Agent to act as the
independent agent of the Participants.
Communications about the Plan should be directed to:
Tucson Electric Power Company
Investor Services Department - DB201
P. O. Box 28803
Tucson, AZ 85726-8803
(520) 884-3661
Fax (520) 770-2015
When writing, interested investors should include a day-time
telephone number to expedite a reply. All instructions from a
Participant to the Plan Administrator are required to be in
writing, either by mail or facsimile transmission.
PARTICIPATION IN THE PLAN
4. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?
Any interested investor is eligible to participate in the Plan
provided that (i) they meet the requirements for participation as
outlined below and (ii) in the case of citizens or residents of a
country other than the United States, its territories or
possessions, participation would not violate local laws
applicable to the Company or the Participant.
In certain jurisdictions, applicable laws require that Common
Stock offered under the Plan to persons not presently
Shareholders of Record be offered only through a registered
broker-dealer. No offers or sales will be effected in those
jurisdictions unless the Company has satisfied the requirements
of the state securities laws applicable to the operation of the
Plan. To the extent required by applicable law in certain
jurisdictions, shares of Common Stock offered under the Plan to
persons not presently Shareholders of Record of Common Stock are
offered only through a registered broker/dealer in such
jurisdictions. The Company has selected BNY Brokerage, Inc. as
the registered broker/dealer through whom shares will be offered
in such instances.
5. HOW DOES AN ELIGIBLE INVESTOR ENROLL THE PLAN?
PARTICIPANTS IN THE PRIOR PLAN are, without further action,
enrolled in the Plan and their Prior Plan shares of Common Stock
are automatically credited to their accounts in the Plan.
Prior Plan participants are not required to make any Initial
Investment. Prior Plan participants who wish to withdraw from
the Plan may do so by following the procedure outlined in
Question 25.
After being furnished with a Plan Prospectus, OTHER ELIGIBLE
INVESTORS may join the Plan by completing and signing an
Enrollment Form and returning it to the Plan Administrator at the
address shown in "Plan Administration" above. Shareholders of
Record should sign their names on the Enrollment Form exactly as
they appear on their certificates.
The Enrollment Form serves both to initiate participation and to
appoint the Independent Agent to act on behalf of the Participant
in buying and selling shares of Common Stock under the Plan. An
eligible applicant's Initial Investment of at least $250 must be
enclosed with the Enrollment Form. See Questions 8 and 9.
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Requests for Enrollment Forms, as well as other Plan forms and
this Prospectus, should be made by writing to the Plan
Administrator or by calling the Plan Administrator. See "Plan
Administration," Question 3.
6. WHEN WILL PLAN ENROLLMENT COMMENCE?
Enrollment Forms will be processed promptly by the Plan
Administrator. The Plan Administrator will mail an
Acknowledgment Form upon review and acceptance of a properly
executed Enrollment Form. Eligible applicants become enrolled in
the Plan upon issuance of the Acknowledgment Form by the Plan
Administrator.
Once enrolled in the Plan, Participants will remain enrolled
until (i) they withdraw from the Plan, (ii) the Company
terminates their participation in the Plan, or (iii) the Company
terminates the Plan. See "Termination of Plan Participation,"
Questions 25-28.
7. MAY THE PLAN ADMINISTRATOR RESTRICT PARTICIPATION IN THE
PLAN?
Yes. The Plan Administrator reserves the right to restrict or
terminate participation in the Plan if such participation appears
to be contrary to the general intent of the Plan or in violation
of applicable law. See "Termination of Plan Participation,"
Questions 25-28.
INITIAL INVESTMENTS AND OPTIONAL INVESTMENTS
8. HOW IS AN INITIAL INVESTMENT MADE?
Any investor whose signed Enrollment Form has been accepted by
the Plan Administrator is eligible to make Initial Investments.
An Initial Investment must be at least $250 and should be in the
form of a check, money order, or wire transfer payable through a
U.S. bank or other financial institution, to Tucson Electric
Power Company. DO NOT SEND CASH. Investors making wire
transfers should contact the Plan Administrator for wire
instructions and may be charged fees by their institution.
NOTICE TO CUSTOMERS: Do NOT include Initial Investments and
Enrollment Form with payment for utility service billings.
9. WHAT ARE OPTIONAL INVESTMENTS?
Once enrolled, Plan Participants are eligible to make semi-
monthly Optional Investments to purchase additional shares of
stock. The minimum Optional Investment is $50.
Participants may make Optional Investments in the form of a
check, money order or wire transfers through a U.S. bank or other
financial institution, in U.S. dollars, payable to Tucson
Electric Power Company. DO NOT SEND CASH.
Participants are under no obligation to make Optional Investments
and may cease making Optional Investments at any time without
withdrawing from the Plan.
Optional Investments will not be accepted by the Plan
Administrator if a Participant imposes any restrictions with
respect to the number of shares to be purchased, the price at
which shares are to be purchased, the timing of a purchase, or
what the Participant's balance will be following a purchase. In
addition, the Plan Administrator will not purchase shares for a
Participant without advance payment, nor will it refund any part
of a Participant's Optional Investment after shares are
purchased. It is not possible for the Plan Administrator to
inform a Participant in advance of how much money to send for the
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purchase of a full or fractional share because the per-share
price will not be known until the shares are purchased.
10. HOW DOES A PARTICIPANT MAKE OPTIONAL INVESTMENTS BY MAIL?
OPTIONAL INVESTMENT FORMS should accompany Optional Investments
to ensure credit to the proper account. To make an Optional
Investment, complete the Optional Investments Form and send it
with a check or money order payable to Tucson Electric Power
Company, to the following address:
Tucson Electric Power Company
Investor Services Department - DB201
P.O. Box 28803
Tucson, AZ 85726-8803
Participants will receive Optional Investment Forms and return
envelopes upon request. The Plan Administrator confirms the
investment of funds by providing an Investment Statement. A
portion of the Investment Statement can be detached and sent with
the next Optional Investment.
The Company may in the future allow for optional investments to
be made by electronic debit from a specified account or in any
other manner.
11. WHEN WILL A PARTICIPANT'S INITIAL INVESTMENT OR OPTIONAL
INVESTMENT BE INVESTED?
The Plan Administrator must receive Optional Investments and
Initial Investments at least five Business Days prior to the
beginning of a Semi-Monthly Investment Period to be invested
during that Semi-Monthly Investment Period. Otherwise, the
Optional Investment or Initial Investment will be held by the
Plan Administrator for investment during the next Semi-Monthly
Investment Period.
Initial Investments and Optional Investments received by the
Company are deposited promptly into a segregated escrow account
pending investment. No Initial Investment or Optional Investment
will remain uninvested more than 35 days following receipt by the
Company.
12. WHAT HAPPENS IF A CHECK SUBMITTED FOR INVESTMENT IS
RETURNED UNPAID?
In the event that a check submitted for investment is returned
unpaid for any reason, the Plan Administrator will consider the
request for investment of such funds null and void. The Plan
Administrator will assess a returned-check fee of $25.00 to
defray bank and administrative charges. Any shares purchased
with such funds will be immediately removed from the
Participant's account. The Plan Administrator will be entitled
to sell those shares to satisfy any uncollected amounts,
including the returned-check fee. If the net proceeds of the
sale of such shares are insufficient to satisfy the balance of
such uncollected amounts, the Plan Administrator will be entitled
to sell additional shares from the Participant's account to
satisfy the uncollected balance.
13. MAY A PARTICIPANT REQUEST THAT AN INITIAL INVESTMENT OR
OPTIONAL INVESTMENT BE RETURNED?
Yes. A Participant may request, in writing, the return of an
Initial Investment or Optional Investment that has not yet been
invested. The funds will be returned if the request is received
at least two Business Days immediately preceding the applicable
Semi-Monthly Investment Period. However, no refund of a check or
money order will be made until the funds have been actually
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received by the Plan Administrator. Accordingly, such refund may
be delayed for up to three weeks.
PURCHASES
14. HOW IS COMMON STOCK PURCHASED FOR THE PLAN PARTICIPANTS?
Common Stock purchased through the Plan will be purchased, either
directly from the Company or on the open market, at the Company's
sole discretion. Shares purchased directly from the Company are
issued from the Company's previously authorized but unissued
shares. Open market transactions are effected through the
Independent Agent appointed by the Plan Administrator. In either
case, there are no commission charges to participants on the
purchase of Common Stock. The Independent Agent will have full
discretion in all matters related to open market purchases,
including the day and time of purchase, price paid, number of
shares purchased, and the markets or persons through whom the
purchases are made.
15. WHEN ARE SHARES PURCHASED FOR THE PLAN?
Shares purchased directly from the Company will be purchased as
of the first Business Day of a Semi-Monthly Investment Period.
Shares purchased on the open market are purchased during a Semi-
Monthly Investment Period at the discretion of the Independent
Agent.
16. WHEN WILL SHARES BE CREDITED TO A PARTICIPANT'S ACCOUNT?
Shares purchased directly from the Company will be considered
settled and credited to a Participant's Plan account on the
purchase date. Shares purchased in the open market will be
credited to a Participant's Plan account as of the first date
that all purchases are settled.
17. HOW IS THE PURCHASE PRICE OF THE COMMON STOCK DETERMINED?
The purchase price of Common Stock purchased directly from the
Company will be the average of the high and low sale prices of
the Common Stock as reported on the consolidated transaction
reporting system on the day the investment is made.
The purchase price of Common Stock purchased by the Independent
Agent on the open market will be the weighted average purchase
price per share of all shares purchased during the applicable
Semi-Monthly Investment Period.
18. HOW MANY SHARES OF COMMON STOCK WILL BE PURCHASED FOR A
PARTICIPANT?
The number of shares purchased for a Participant will be equal to
the Participant's Initial Investment or Optional Investment for
the applicable Semi-Monthly Investment Period divided by the
purchase price of the shares. The Participant's Plan account
will be credited with the whole and fractional shares (to three
decimal places).
19. CAN A PARTICIPANT REQUEST THE PURCHASE OF A SPECIFIC
NUMBER OF SHARES?
No. Since the purchase price of the Common Stock cannot be
calculated until the Common Stock is purchased, a Participant may
not request the purchase of a specific number of shares.
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CERTIFICATES
20. WILL CERTIFICATES BE ISSUED FOR SHARES PURCHASED THROUGH
THE PLAN?
No. The certificates for shares purchased through the Plan are
registered in the name of the Company as Plan Administrator, or
its nominee. Participants requesting the issuance of a
certificate for their Plan shares must submit the request in
writing to the Plan Administrator, specifying the number of whole
shares and certificates to be issued. Certificates for
fractional shares will not be issued. The certificate will be
issued in the name(s) of the Participant(s) only. After the
issuance of a certificate, the shares represented thereby are
deemed withdrawn from the Plan. Certificates will be issued
within 30 days following the receipt of the request. See
Questions 22 and 23 for information on giving or transferring
plan shares to others.
SAFEKEEPING OF CERTIFICATES
21. CAN CERTIFICATES BE DEPOSITED WITH THE PLAN ADMINISTRATOR
TO BE HELD IN THE PARTICIPANT'S PLAN ACCOUNT?
Yes. Participant's may use the Plan's "safekeeping" service to
deposit any Common Stock certificates in their possession with
the Plan Administrator. Some of the advantages of certificate
safekeeping are:
() The risk associated with the loss of stock certificates
is eliminated. If certificates are lost or stolen, the
owner cannot sell or transfer them without first
obtaining replacement certificates. This process could
take several weeks and results in cost and paperwork for
the owner and the Company.
() Certificates deposited in the Plan for safekeeping are
treated in the same manner as shares of Common Stock
purchased through the Plan and may be conveniently sold
or transferred through the Plan.
Participants may submit certificates for Safekeeping at any time
while participating in the Plan:
() To participate in the Safekeeping feature AT THE TIME OF
ENROLLMENT in the Plan, check the Safekeeping option on
the Enrollment Form and submit the certificates to the
Plan Administrator. THE CERTIFICATES SHOULD NOT BE
ENDORSED AND THE ASSIGNMENT SECTION SHOULD NOT BE
COMPLETED.
() To participate in the Safekeeping feature AFTER
ENROLLMENT in the Plan, submit the certificates as
described above along with a letter to the Plan
Administrator directing that the shares represented by
the certificates be deposited into the Participant's Plan
account. The written instructions should include the
Participant's Plan account number and should be signed by
the registered holder of the shares being deposited. The
signature on the instructions and the name on the stock
certificate must be identical to that on the Plan account
to which the shares are to be credited.
The method used to submit certificates for Safekeeping is at the
option and risk of the Participant. The Company strongly
recommends that Participants use registered mail with insurance
when sending stock certificates.
All shares represented by the certificates submitted for
Safekeeping will be transferred into the Company's name as Plan
Administrator, or its nominee, and credited to the Participant's
Plan account. The physical certificate submitted to the Plan
Administrator for safekeeping will then be marked "cancelled" and
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ultimately discarded. An Investment Statement showing the number
of shares credited to the Participant's Plan Account will be
mailed to the Participant.
No partial deposits of shares represented by a certificate are
permitted. Shares of Common Stock held in a Participant's
account may not be assigned or pledged. (See Question 36) Lost
certificates must be replaced before they can be submitted for
Safekeeping.
It is the Participant's responsibility to establish and maintain
a record of the cost of shares represented by certificates sent
to the Plan Administrator for Safekeeping. In addition, the Plan
Administrator reserves the right to establish limits on the
number of shares held for Safekeeping and minimum time periods
for retention of these shares in the Plan. This reservation is
intended to minimize administrative expense and discourage use of
the Plan for purposes other than as a continuing investment
service.
GIVING PLAN SHARES TO OTHERS
22. CAN PLAN SHARES BE GIVEN TO OTHERS?
Yes. Common Stock can be given to other persons in three ways:
() A donor may make an Initial Investment to establish an
account in the recipient's name. Under this method, the
donor completes and submits to the Company an Enrollment
Form in the recipient's name together with a minimum
Initial Investment of $250.
() A donor may submit an Optional Investment in a minimum
amount of $50 on behalf of an EXISTING Participant; or
() An existing Participant may transfer shares from his or
her account to a new or existing recipient's account.
See Question 23.
In order to establish a new account for a gift recipient a
Participant must complete and submit to the Plan Administrator an
Enrollment Form in the recipient's name. See Question 23.
Unless otherwise requested by the donor, the recipient will
receive an Investment Statement showing the number of shares
given to and held in the recipient's Plan account. Also, if
requested by the Participant, a gift acknowledgement will be
delivered to the recipient.
23. MAY PARTICIPANTS ASSIGN OR TRANSFER ALL OR PART OF THEIR
SHARES HELD UNDER THE PLAN TO ANOTHER PERSON?
Yes. Participants may transfer the ownership of all or part of
the whole shares of Common Stock held in their Plan account
through a gift, a private sale or otherwise by delivering written
instructions and a properly executed stock assignment (stock
power) to the Plan Administrator. The completed assignment must
specify the whole number of shares of Common Stock and the name,
address, and federal identification number of the transferee.
Requests for transfer are subject to the same requirements as for
the transfer of Common Stock certificates, including signatures
of all account owners, guaranteed by a member of a Medallion
program.
No fraction of a share of Common Stock credited to a
Participant's account may be transferred unless the Participant's
entire Plan account is transferred to another Plan Participant.
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In order to establish a new account for the transferee the
Participant must complete and submit to the Plan Administrator an
Enrollment Form in the recipient's name. The transferees will
receive a statement showing the number of shares transferred and
now held in their Plan accounts.
Stock power forms are available at local banks, brokerage firms
and from the Plan Administrator. See Question 3.
SALE OF SHARES
24. HOW MAY PARTICIPANTS SELL THEIR PLAN SHARES?
Participants may sell their Plan shares by submitting a written
request to the Company. The request should indicate the number
of shares to be sold and must be signed by ALL account owners.
Shares acquired through and held in the Plan, as well as shares
surrendered for Safekeeping, may be sold in this manner. A
request to sell shares is irrevocable after it is received by the
Company.
If a Participant requests that shares be sold, the Plan
Administrator will aggregate such shares from other Participants
during that week, and will then place a market order with the
Independent Agent to sell such shares during the following week.
A check will be issued for the proceeds of the sale less any
brokerage commission and applicable taxes within thirty days
following receipt of the sale request. The check will be made
payable to the registered account owners only. See Questions 29
and 38.
The Independent Agent will have full discretion in all matters
related to the sale, including the day and time of sale, sale
price, and the markets or persons through whom the shares are
sold. Participants cannot specify a price at which to sell their
shares.
Shares held outside the Plan may not be sold through the Plan.
PARTICIPANTS WHO SELL ALL OF THEIR SHARES THAT ARE HELD IN THE
PLAN AUTOMATICALLY TERMINATE THEIR PARTICIPATION IN THE PLAN. A
REQUEST TO SELL SHARES IS IRREVOCABLE AFTER IT IS RECEIVED BY THE
COMPANY. HOWEVER, PARTICIPANTS MAY ELECT TO RE-ENROLL AT ANY TIME
AFTER THE DATE TWELVE MONTHS FOLLOWING THE TERMINATION DATE,
PROVIDED THAT THEY REMAIN ELIGIBLE TO PARTICIPATE. SEE QUESTIONS
4 AND 5.
TERMINATION OF PLAN PARTICIPATION
25. HOW MAY A PARTICIPANT TERMINATE PARTICIPATION IN THE
PLAN?
Participants may terminate participation in the Plan at any time
by notifying the Company in writing of their intention to
terminate participation in the Plan, having all account owners
sign the request and indicating whether they wish to receive a
stock certificate or to sell their Plan shares. Proceeds of sold
shares will be reduced by broker commissions and applicable
taxes. Certificates cannot be issued for fractional shares;
fractional shares must be sold when terminating participation.
See Questions 29 and 38.
Optional Investments received prior to the request to terminate
Plan participation will be invested during the next Semi-Monthly
Investment Period unless the Participant timely requests the
return of that Optional Investment. See Question 13.
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Participants terminating their Plan participation will receive an
Investment Statement detailing account activities. This
statement should be retained for tax purposes.
26. WHAT HAPPENS TO FRACTIONAL SHARES WHEN PARTICIPANTS
TERMINATE THEIR PLAN ACCOUNTS?
When Participants terminate their Plan accounts, cash payments
representing any fractional share they hold will be mailed
directly to them as soon as practicable after the settlement for
the applicable sale. For Participants selling fractional shares,
the proceeds, if any, of the sale of fractional shares will be
the fraction multiplied by the whole-share price less applicable
brokerage commissions.
27. MAY THE PLAN ADMINISTRATOR TERMINATE A PARTICIPANT'S PLAN
PARTICIPATION?
Yes. The Plan Administrator may terminate a Plan account for any
of the following reasons:
() The Plan account becomes subject to any unclaimed
property law;
() The Plan Administrator receives proper notification of a
Participant's death or incapacity;
() The Participant does not maintain at least one whole
share of Common Stock in the Plan account; or
() The Plan Administrator believes that a Participant's
participation in the Plan is contrary to the general
intent of the Plan or in violation of applicable law.
The Plan Administrator will notify the Participant prior to such
termination. The Plan Administrator will issue a certificate for
whole shares and a check for the cash value of any fractional
share in the Plan account.
In the event that the Plan account is terminated for any of the
foregoing reasons, the account assets will be distributed to the
appropriate state for unclaimed property purposes, the
Participant, or his or her beneficiary, as the case may be.
In addition, the Company retains the right, in its sole
discretion, to terminate or suspend the Plan. See Question 35
below.
28. WHEN IS AN ACCOUNT CONSIDERED "ABANDONED"?
A Participant is considered "lost" if shareholder material sent
to the participant for two consecutive mailings has been returned
as undeliverable. That Participant's account is then deemed
"abandoned," and will be terminated by the Plan Administrator, if
no communication has been received by the Plan Administrator from
the Participant during the "presumed abandonment period," as
defined by the unclaimed property law in the Participant's state
of last residence.
The presumed abandonment period begins with the date the
Participant is first considered lost and ends a specified number
of years later. The presumed abandonment period may be as little
as one year or as long as seven years, depending on the
Participant's state of last residence.
After the presumed abandonment period expires, the Plan
Administrator will make a final attempt to notify the
Participant. If the Participant does not respond to this notice
within 30 days, the Participant's account will be deemed
abandoned. The account will be terminated and a certificate for
the whole number of shares formerly held in the Participant's
account, together with any cash, will be treated by the Plan
Administrator as Unclaimed Property in its possession and will be
surrendered to the Participant's state of last residence, or
other appropriate authority as required by applicable laws.
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The Participant may retrieve Unclaimed Property from the
appropriate jurisdiction as provided by applicable laws.
COSTS
29. WHAT COSTS ARE ASSOCIATED WITH PARTICIPATION IN THE PLAN?
No broker fees, commissions or other charges will be incurred by
Participants for shares PURCHASED from the Company for their Plan
accounts.
If a Participant requests the Plan Administrator to sell shares
of Common Stock through the Plan (other than the sale of a
fractional share), the Participant will pay broker commissions
and applicable taxes. See Question 38.
Participants making automatic monthly investments may be charged
fees by their institution. In addition, the Plan Administrator
will assess a returned-check fee of $25.00 to defray bank charges
in the event that a check submitted for investment is returned
unpaid. (See Question 12.) There are no other service charges
for participating in the Plan. All costs of administration of
the Plan are paid by the Company.
The Company reserves the right at any time to charge an
administrative fee for costs that are reasonably related to
actual administrative costs incurred by the Company as Plan
Administrator. These costs include printing and mailing costs
for each prospectus, brochures and forms, administrative handling
fees for paperwork pursuant to Participant instructions, and
other similar costs. Should the Company determine to charge such
fees, Participants will be notified ninety days prior to their
effective date.
REPORTS TO PARTICIPANTS
30. WHAT REPORTS ARE SENT TO PARTICIPANTS?
Participants will receive an Investment Statement following each
transaction with respect to shares for their Plan accounts. A
year-end statement will be furnished on or before January 31 of
the following year showing the amount invested, purchase price,
the number of shares purchased, deposited, sold, transferred, or
withdrawn, the total number of shares accumulated and other
information after each account activity for the calendar year.
EACH PARTICIPANT SHOULD RETAIN THESE STATEMENTS SO AS TO BE ABLE
TO ESTABLISH THE COST BASIS OF SHARSE PURCHASED UNDER THE PLAN
FOR INCOME TAX AND OTHER PURPOSES. Replacement statements will
be provided upon written request to the Plan Administrator. The
cost of a replacement statement is $5 per request. A first-party
check or money order must be made payable to Tucson Electric
Power Company and must accompany the written request.
The Plan Administrator will also send each Participant an
Acknowledgment Form promptly after enrollment and an Investment
Statement promptly after any investment activity occurs.
In addition, Participants will receive copies of any amendments
to the Prospectus relating to the Plan and will receive copies of
the same communications sent to all other shareholders, including
the Company's quarterly reports and Annual Report to
Shareholders, Notice of the Annual Meeting and accompanying proxy
material.
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OTHER INFORMATION
31. WHAT HAPPENS IF THE COMPANY DECLARES A DIVIDEND PAYABLE
IN COMMON STOCK OR A STOCK SPLIT?
Any dividends in the form of shares of Common Stock and any
shares resulting from a Common Stock split on shares held in a
Participant's Plan account will be credited to the Participant's
Plan account. Notification of a stock dividend or stock split
will be mailed directly to the Participant in the same manner as
to shareholders who are not participating in the Plan.
32. IF THE COMPANY HAS A RIGHTS OFFERING, HOW WILL A
PARTICIPANT'S ENTITLEMENT BE COMPUTED?
Participant's entitlement in a regular rights offering will be
based upon his total holdings. Rights certificates will be
issued for the number of whole shares only, however, and rights
based on a fraction of a share held in a Participant's account
will be sold for his account and the net proceeds will be
invested.
33. WILL A PARTICIPANT'S SHARES BE VOTED AT MEETINGS OF
SHAREHOLDERS?
Participants in the Plan will receive a proxy statement and a
proxy card representing whole Plan account shares as well as any
Common Stock held of record. Shares held in the Plan may be
voted in person or by proxy, just like any other share.
34. WHAT IS THE RESPONSIBILITY OF THE COMPANY AND ITS AGENTS
UNDER THE PLAN?
Neither the Company, in its individual capacity or as Plan
Administrator, nor any Independent Agent appointed by the Company
pursuant to the Plan (nor any of their respective agents,
representatives, employees, officers or directors) will be liable
for any act done in good faith or for any good faith omission to
act with respect to the Plan, including, without limitation, any
claim of liability arising out of failure to terminate a
Participant's account upon such Participant's death prior to
receipt of notice in writing of such death or with respect to the
prices or times at which, or sources from which, shares are
purchased or sold for Participants, or with respect to any
fluctuation in market value before or after any purchase or sale
of shares. This limitation of liability will not constitute a
waiver by any Participant of his rights under the federal
securities laws of the United States.
THE COMPANY CANNOT AND WILL NOT GUARANTEE A PROFIT, OR PROTECT
PARTICIPANTS AGAINST LOSS, ON SHARES PURCHASED OR SOLD PURSUANT
TO THE PLAN. THE MARKET PRICE OF COMMON STOCK CAN FLUCTUATE
SUBSTANTIALLY.
35. MAY THE PLAN BE CHANGED OR DISCONTINUED?
Yes. The Company may suspend, modify or terminate the Plan at
any time in whole or in part. The Plan Administrator will notify
all Participants of any suspension, modification or termination
of the Plan. The Company also reserves the right to interpret
and regulate the Plan as it deems necessary or desirable in
connection with its operation. The Company may register
additional shares for sale under the Plan from time to time.
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36. MAY COMMON STOCK HELD IN A PLAN ACCOUNT BE PLEDGED AS
COLLATERAL?
No. Common Stock held in a Plan account may not be assigned or
pledged as collateral. Participants wishing to assign or pledge
their Common Stock as collateral must have certificates issued
for the shares. The certificates can then be delivered for
collateral.
37. HOW MAY INSTRUCTIONS BE GIVEN TO THE PLAN ADMINISTRATOR?
All instructions from a Participant to the Plan Administrator are
required to be in writing, however, the Plan Administrator may in
the future allow certain instructions to be given by telephone or
in any other manner agreed to by the Plan Administrator and the
Participant.
FEDERAL INCOME TAX INFORMATION
38. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PLAN
PARTICIPATION?
The Company believes the following is an accurate summary of the
federal tax consequences of participation in the Plan. PLEASE
CONSULT YOUR TAX OR FINANCIAL ADVISOR WITH RESPECT TO FEDERAL,
STATE, LOCAL AND OTHER TAX LAWS WHICH APPLY TO YOUR SPECIFIC
SITUATION.
Participants who purchase Common Stock through voluntary cash
payments to the Plan are not treated for federal income tax
purposes as receiving income by virtue of the purchase of Common
Stock with the voluntary cash payment.
Employees who purchase Common Stock through automatic payroll
deductions, should this option become available, will recognize
the same amount of compensation income (wages) for federal income
tax purposes which they would have recognized had they not
purchased Common Stock through automatic payroll deductions.
Compensation income exists even though the amount of automatic
payroll deductions is not paid to the employee in cash but
instead is applied to the purchase of Common Stock for the
participant's Plan Account.
Any brokerage commissions paid by the Company upon the purchase
of shares will constitute taxable income to the Participant on
whose behalf such commissions are paid and, accordingly, such
Participant will be furnished with a Form 1099-MISC.
The tax basis of shares purchased with Initial Investments and
Optional Investments will be equal to the amount of such
investment plus the amount of any brokerage commissions, if any,
paid by the Company on behalf of the Participant and included in
the taxable income of the Participant.
Upon the sale of either a portion or all of shares from the Plan,
a Participant may recognize a capital gain or loss based on the
difference between the sales proceeds, net of broker commissions,
and the tax basis in the shares sold, including any fractional
shares. The capital gain or loss will be long-term if the shares
were held for more than one year.
For Participants who are subject to U. S. withholding tax, backup
withholding, or foreign taxes, the Company will withhold the
required taxes from proceeds from the sale of shares sold through
the Plan. The proceeds received by the Participant will be net
of the required taxes.
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USE OF PROCEEDS
To the extent that shares are purchased directly from the
Company, the Company intends to use the net proceeds for general
corporate purposes. The Company has no basis for estimating
either the number of shares of Common Stock that will ultimately
be sold pursuant to the Plan or the prices at which such shares
will be sold. The Company will receive no net proceeds from the
offering of shares which are purchased by the Independent Agent in
open market transactions.
DESCRIPTION OF CAPITAL STOCK
GENERAL
The authorized capital stock of the Company presently consists
of 76,000,000 shares, consisting of 75,000,000 shares of Common
Stock without par value, and 1,000,000 shares of Preferred Stock
without par value ("Preferred Stock"). At the date of this
Prospectus there were 32,137,226 shares of Common Stock
outstanding and no shares of Preferred Stock outstanding.
The following is a summary of certain rights and privileges of
the holders of the Company's stock. This summary does not
purport to be complete. Reference is made to the Company's
Restated Articles of Incorporation, the General First Mortgage,
under which the First Mortgage Bonds are issued, the MRA and to
the laws of the State of Arizona, the following information being
qualified in its entirety by such reference.
COMMON STOCK
Dividend Rights. Subject to certain limitations contained in
the General First Mortgage and the MRA and the limitations, if
any, specified with respect to the Preferred Stock, or any series
thereof, dividends may be paid on shares of Common Stock, out of
any funds legally available therefor, when and as declared by the
Company's Board of Directors.
Liquidation Rights. Subject to the limitations, if any,
specified with respect to the Preferred Stock, or any series
thereof, in the event of any dissolution or other winding up of
the Company, whether voluntary or involuntary, the assets of the
Company available for payment and distribution to shareholders
shall be distributed ratably in accordance with their holdings to
the holders of shares of the Common Stock.
Voting Rights. Each holder of the Common Stock shall, in the
election of directors and upon each other matter coming before
any meeting of shareholders, be entitled to one (1) vote for each
share of such stock outstanding in the name of such holder on the
books of the Company.
The Participant will vote the shares held in the Plan in the
same manner as shares in certificated form. Each Participant in
the Plan will receive a Notice of the Annual Meeting, a Proxy
Statement, a proxy voting card and the Company's Annual Report to
Shareholders. The proxy voting card will solicit proxies for the
whole Plan shares held in a Participant's Plan account along with
any certificated shares a Participant may hold in certificated
form outside of the Plan.
Miscellaneous. The Common Stock has no preemptive or
conversion rights or redemption or sinking fund provisions and
the outstanding Common Stock is fully paid and non-assessable.
-19-
<PAGE>
PREFERRED STOCK
The Board of Directors of the Company has authority to divide
the Preferred Stock into series and to determine the designation,
preferences, and voting powers of the shares of each series so
established and the restrictions and qualifications thereof, all
to the extent and in the manner provided by law.
DESCRIPTION OF WARRANTS
In December 1992, the Company issued warrants for the purchase
of approximately 2.4 million shares of Common Stock (adjusted for
the Company's reverse stock split in 1996). One share of TEP
Common Stock may be purchased for $16 plus five TEP Warrants at
any time through December 15, 2002. The number and kind of
shares purchasable upon the exercise of the warrants and the
exercise price are subject to adjustment in certain
circumstances. Holders of the warrants are not entitled, by
virtue of being holders, to receive dividends or to consent or to
receive notice as shareholders in respect of any meeting of
shareholders for the election of directors of the Company's Board
of Directors or any other matter, or to vote at any meeting, or
to exercise any rights whatsoever as shareholders.
EXPERTS
The financial statements incorporated in this prospectus by
reference from the Latest Annual Report have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their
report, which is incorporated herein by reference, and has been
so incorporated in reliance upon the report of such firm given
upon their authority as experts in accounting and auditing.
With respect to any unaudited interim financial information
included in the Company's Quarterly Report on Form 10-Q that is
incorporated herein by reference, Deloitte & Touche LLP has
applied limited procedures in accordance with professional
standards for reviews of such information. As stated in their
report included in the Company's Quarterly Report on Form 10-Q
that is incorporated by reference herein, they did not audit and
they do not express an opinion on such interim financial
information. Accordingly, the degree of reliance on their report
on such information should be restricted in light of the limited
nature of the review procedures applied. Deloitte & Touche LLP
is not subject to the liability provisions of Section 11 of the
Securities Act for their report on the unaudited interim
financial information because the report is not a "report" or a
"part" of the registration statement prepared or certified by an
accountant within the meaning of Sections 7 and 11 of the
Securities Act.
To the extent that the statements made in the Latest Annual
Report under Item 1. BUSINESS and under Item 3. LEGAL PROCEEDINGS
are, or refer to, statements of law or legal conclusions, and
insofar as Arizona laws are concerned, such statements have been
prepared or reviewed by Dennis R. Nelson, Esq., Vice President,
General Counsel and Corporate Secretary to the Company, and have
been incorporated herein by reference in reliance upon such
review.
-20-
<PAGE>
SHAREHOLDER INFORMATION
Tucson Electric Power Company
Street Address of 220 West Sixth Street
Company Headquarters: Tucson, Arizona 85701
Mailing Address of P. O. Box 711
Company Headquarters: Tucson, AZ 85702
Telephone Number: (520) 571-4000
Shareholder Account
Information:
--Stock Transfer Investor Services
Requirements, P. O. Box 28803
Plan and Account Tucson, AZ 85726-8803
Information:
--Telephone Number: (520) 884-3661
--Home Page: http:\\www.tucsonelectric.c
om
--Fax Number: (520) 770-2015
Stock Listing Information:
--Ticker Symbol TEP
(NYSE & PSE):
--Financial Listings TucsonElec
(Wall Street Jrnl):
CUSIP Number: 898813 70 4
-21-
<PAGE>
=================================================================
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE
ANY REPRESENTATION OTHER THAN THOSE CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY TUCSON ELECTRIC POWER COMPANY. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR THE
SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES OTHER THAN THE
SECURITIES DESCRIBED IN THIS PROSPECTUS, OR AN OFFER TO SELL, OR
THE SOLICITATION OF AN OFFER TO BUY, SUCH SECURITIES IN ANY
CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF SUCH
INFORMATION.
=================================================================
=================================================================
TUCSON ELECTRIC POWER COMPANY
----------
INVESTMENT PLUS PLAN
----------
COMMON STOCK
WITHOUT PAR VALUE
----------
PROSPECTUS
----------
1,000,000 Shares
________, 1997
=================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
S.E.C. Filing Fee . . . . . . . . . . . . . . . . . . $ 4,425
Listing Fees . . . . . . . . . . . . . . . . . . . . . 17,250
Printing Expenses* . . . . . . . . . . . . . . . . . . 22,000
Accounting Fees and Expenses . . . . . . . . . . . . . 8,000
Legal Fees and Expenses* . . . . . . . . . . . . . . . 40,000
Marketing Fees and Expenses* . . . . . . . . . . . . . 25,000
Miscellaneous* . . . . . . . . . . . . . . . . . . . . 1,500
--------
Total . . . . . . . . . . . . . . . . . . . . . . $118,175
========
--------------
* Estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article SEVENTH of the Restated Articles of Incorporation of
the Company, as amended provides in pertinent part as follows:
SEVENTH:
(B) No director of the Corporation shall be personally liable
for monetary damages for breach of fiduciary duty as a Directors;
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 of 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 undertaking 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
II-1
<PAGE>
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 program
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 16. EXHIBITS
Reference is made to the Exhibit Index on page II-6 hereof.
ITEM 17. UNDERTAKINGS
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; (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; notwithstanding the
foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from
the low or high and of the estimated maximum offering range
may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective registration statement; (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; provided, however, that the registrant need not
file a post-effective amendment to include the information
required to be included by subsection (i) or (ii) if the
information is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to
section 13 or section 15(d) of 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
II-2
<PAGE>
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(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; and
(4) 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 that is incorporated by reference in this
registration statement shall be deemed to be a new
registration statement relating to the securities offered
herein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
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 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 Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE>
POWER OF ATTORNEY
Each director and/or officer of the registrant whose signature
appears below hereby appoints Ira R. Adler, Dennis R. Nelson and
Karen G. Kissinger, and each of them severally, as his attorney-
in-fact to sign in his name and behalf, in any and all capacities
stated below, and to file with the Commission, any and all
amendments, including post-effective amendments, to this
registration statement, and the registrant hereby also appoints
each such agent for service as its attorney-in-fact with the
authority to sign and file any such amendments in its name and
behalf.
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-3 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized to
sign, in the City of Tucson, and the State of Arizona, on July 9,
1997.
TUCSON ELECTRIC POWER COMPANY
By: /s/ Ira S. Adler
----------------------------------
IRA R. ADLER
Senior Vice President and Principal
Financial Officer
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 the dates indicated.
Date: July 9, 1997 /s/ Charles E. Bayless
-----------------------------------
Charles E. Bayless
Chairman of the Board, President and
Principal Executive Officer
Date: July 9, 1997 /s/ Ira R. Adler
-----------------------------------
Ira R. Adler
Principal Financial Officer
Date: July 9, 1997 /s/ Karen G. Kissinger
-----------------------------------
Karen G. Kissinger
Principal Accounting Officer
Date: July 9, 1997 /s/ Elizabeth T. Alexander
-----------------------------------
Elizabeth T. Alexander
Director
Date: July 9, 1997 /s/ Jose L. Canchola
-----------------------------------
Jose L. Canchola
Director
Date: July 9, 1997 /s/ John L. Carter
-----------------------------------
John L. Carter
Director
Date: July 9, 1997 /s/ John A. Jeter
-----------------------------------
John A. Jeter
Director
II-4
<PAGE>
Date: July 9, 1997 /s/ R. B. O'Rielly
-----------------------------------
R. B. O'Rielly
Director
Date: July 9, 1997 /s/ Martha R. Seger
-----------------------------------
Martha R. Seger
Director
Date: July 9, 1997 /s/ Donald G. Shropshire
-----------------------------------
Donald G. Shropshire
Director
Date: July 9, 1997 /s/ H. Wilson Sundt
-----------------------------------
H. Wilson Sundt
Director
II-5
<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Exhibit
----------- ----------------------
*4(a)(1) -- Indenture, dated as of April 1, 1941, to The
Chase National Bank of the City of New York, as
Trustee. (Form S-7, File No. 2-59906--Exhibit
2(b)(1).)
*4(a)(2) -- First Supplemental Indenture, dated as of
October 1, 1946. (Form S-7, File No. 2-59906--
Exhibit 2(b)(2).)
*4(a)(3) -- Second Supplemental Indenture, dated as of
October 1, 1947. (Form S-7, File No. 2-59906--
Exhibit 2(b)(3).)
*4(a)(4) -- Third Supplemental Indenture, dated as of April
1, 1949. (Form S-7, File No. 2-59906--Exhibit
2(b)(4).)
*4(a)(5) -- Fourth Supplemental Indenture, dated as of
December 1, 1952. (Form S-7, File No. 2-59906--
Exhibit 2(b)(5).)
*4(a)(6) -- Fifth Supplemental Indenture, dated as of
January 1, 1955. (Form S-7, File No. 2-59906--
Exhibit 2(b)(6).)
*4(a)(7) -- Sixth Supplemental Indenture, dated as of
January 1, 1958. (Form S-7, File No. 2-59906--
Exhibit 2(b)(7).)
*4(a)(8) -- Seventh Supplemental Indenture, dated as of
November 1, 1959. (Form S-7, File No. 2-59906--
Exhibit 2(b)(8).)
*4(a)(9) -- Eight Supplemental Indenture, dated as of
November 1, 1961. (Form S-7, File No. 2-59906--
Exhibit 2(b)(9).)
*4(a)(10) -- Ninth Supplemental Indenture, dated as of
February 20, 1964. (Form S-7, File No. 2-59906-
-Exhibit 2(b)(10).)
*4(a)(11) -- Tenth Supplemental Indenture, dated as of
February 1, 1965. (Form S-7, File No. 2-59906--
Exhibit 2(b)(11).)
*4(a)(12) -- Eleventh Supplemental Indenture, dated as of
February 1, 1966. (Form S-7, File No. 2-59906--
Exhibit 2(b)(12).)
*4(a)(13) -- Twelfth Supplemental Indenture, dated as of
November 1, 1969. (Form S-7, File No. 2-59906--
Exhibit 2(b)(13).)
*4(a)(14) -- Thirteenth Supplemental Indenture, dated as of
January 20, 1970. (Form S-7, File No. 2-59906--
Exhibit 2(b)(14).)
*4(a)(15) -- Fourteenth Supplemental Indenture, dated as of
September 1, 1971. (Form S-7, File No. 2-59906-
-Exhibit 2(b)(15).)
*4(a)(16) -- Fifteenth Supplemental Indenture, dated as of
March 1, 1972. (Form S-7, File No. 2-59906--
Exhibit 2(b)(16).)
*4(a)(17) -- Sixteenth Supplemental Indenture, dated as of
May 1, 1973. (Form S-7, File No. 2-59906--
Exhibit 2(b)(17).)
*4(a)(18) -- Seventeenth Supplemental Indenture, dated as of
November 1, 1975. (Form S-7, File No. 2-59906--
Exhibit 2(b)(18).)
----------------------------
* Previously filed as indicated and incorporated herein by
reference.
II-6
<PAGE>
Exhibit No. Description of Exhibits
----------- -----------------------
*4(a)(19) -- Eighteenth Supplemental Indenture, dated as of
November 1, 1975. (Form S-7, File No. 2-59906--
Exhibit 2(b)(19).)
*4(a)(20) -- Nineteenth Supplemental Indenture, dated as of
July 1, 1976. (Form S-7, File No. 2-59906--
Exhibit 2(b)(20).)
*4(a)(21) -- Twentieth Supplemental Indenture, dated as of
October 1, 1977. (Form S-7, File No. 2-59906--
Exhibit 2(b)(21).)
*4(a)(22) -- Twenty-first Supplemental Indenture, dated as
of November 1, 1977. (Form 10-K for the year
ended December 31, 1980, File No. 1-5924--
Exhibit 4(v).)
*4(a)(23) -- Twenty-second Supplemental Indenture, dated as
of January 1, 1978. (Form 10-K for the year
ended December 31, 1980, File No. 1-5924--
Exhibit 4(w).)
*4(a)(24) -- Twenty-third Supplemental Indenture, dated as
of July 1, 1980. (Form 10-K for the year ended
December 31, 1980, File No. 1-5924--Exhibit
4(x).)
*4(a)(25) -- Twenty-fourth Supplemental Indenture, dated as
of October 1, 1980. (Form 10-K for the year
ended December 31, 1980, File No. 1-5924--
Exhibit 4(y).)
*4(a)(26) -- Twenty-fifth Supplemental Indenture, dated as
of April 1, 1981. (Form 10-Q for the quarter
ended March 31, 1981, File No. 1-5924--Exhibit
4(a).)
*4(a)(27) -- Twenty-sixth Supplemental Indenture, dated as
of April 1, 1981. (Form 10-Q for the quarter
ended March 31, 1981, File No. 1-5924--Exhibit
4(b).)
*4(a)(28) -- Twenty-seventh Supplemental Indenture, dated as
of October 1, 1981. (Form 10-Q for the quarter
ended September 30, 1982, File No. 1-5924--
Exhibit 4(c).)
*4(a)(29) -- Twenty-eighth Supplemental Indenture, dated as
of June 1, 1990. (Form 10-Q for the quarter
ended June 30, 1990, File No. 1-5924--Exhibit
4(a)(1).)
*4(a)(30) -- Twenty-ninth Supplemental Indenture, dated as
of December 1, 1992. (Form S-1, Registration
No. 33-55732--Exhibit 4(a)(30).)
*4(a)(31) -- Thirtieth Supplemental Indenture, dated as of
December 1, 1992. (Form S-1, Registration No.
33-55732--Exhibit 4(a)(31).)
*4(a)(32) -- Thirty First Supplemental Indenture, dated May
1, 1996. (Form 10-K for the year ended December
31, 1996, File No. 1-5924--Exhibit 4(a)(32).)
*4(a)(33) -- Thirty Second Supplemental Indenture, dated May
1, 1996. (Form 10-K for the year ended December
31, 1996, File No. 1-5924--Exhibit 4(a)(33).)
*4(b)(1) -- Installment Sale Agreement, dated as of
December 1, 1973, among the City of Farmington,
New Mexico, Public Service Company of New
Mexico and the Registrant. (Form 8-K for the
month of January 1974, File No. 0-269--Exhibit
3.)
*4(b)(2) -- Ordinance No. 486, adopted December 17, 1973,
of the City of Farmington, New Mexico (Form 8-K
for the month of January 1974, File No. 0-269--
Exhibit 4.)
*4(c)(1) -- Loan Agreement, dated as of September 15, 1981,
between the Industrial Development Authority of
the County of Apache, Arizona and the
Registrant, relating to Floating Rate Monthly
Demand Pollution Control Revenue Bonds, 1981
Series B (Tucson Electric Power Company
Project). (Form 10-K for the year ended
December 31, 1981, File No. 1-5924--Exhibit
4(d)(1).)
-----------------
* Previously filed as indicated and incorporated herein by
reference.
II-7
<PAGE>
Exhibit No. Description of Exhibit
----------- ----------------------
*4(c)(2) -- Indenture of Trust, dated as of September 15,
1981, between the Apache County Authority and
Morgan Guaranty Trust Company of New York,
authorizing Floating Rate Monthly Demand
Pollution Control Revenue Bonds, 1981 Series B
(Tucson Electric Power Company Project). (Form
10-K for the year ended December 31, 1981, File
No. 1-5924--Exhibit 4(d)(2).)
*4(d)(1) -- Second Supplemental Loan Agreement, dated as of
October 1, 1981, between the Apache County
Authority and the Registrant, relating to
Floating Rate Monthly Demand Pollution Control
Revenue Bonds, 1981 Series B (Tucson Electric
Power Company Project). (Form 10-K for the year
ended December 31, 1982, File No. 1-5924--
Exhibit 4(f)(1).)
*4(d)(2) -- Second Supplemental Indenture, dated as of
October 1, 1981, between the Apache County
Authority and Morgan Guaranty relating to
Floating Rate Monthly Demand Pollution Control
Revenue Bonds, 1981 Series B (Tucson Electric
Power Company Project). (Form 10-K for the year
ended December 31, 1981, File No. 1-5924--
Exhibit 4(f)(2).)
*4(d)(3) -- Third Supplemental Loan Agreement, dated as of
December 1, 1985, between the Apache County
Authority and the Registrant, relating to
Floating Rate Monthly Demand Pollution Control
Revenue Bonds, 1981 Series B (Tucson Electric
Power Company Project). (Form 10-K for the year
ended December 31, 1987, File No. 1-5924--
Exhibit 4(d)(3).)
*4(d)(4) -- Third Supplemental Indenture, dated as of
December 1, 1985, between the Apache County
Authority and Morgan Guaranty relating to
Floating Rate Monthly Demand Pollution Control
Revenue Bonds, 1981 Series B (Tucson Electric
Power Company Project). (Form 10-K for the year
ended December 31, 1987, File No. 1-5924--
Exhibit 4(d)(4).)
*4(d)(5) -- Fourth Supplemental Indenture of Trust, dated
as of March 31, 1992, between the Apache County
Authority and Morgan Guaranty relating to
Pollution Control Revenue Bonds, 1981 Series B
(Tucson Electric Power Company Project). (Form
S-4, Registration No. 33-52860--Exhibit
4(d)(5).)
*4(d)(6) -- Fourth Supplemental Loan Agreement, dated as of
March 31, 1992, between the Apache County
Authority and the Registrant, relating to
Pollution Control Revenue Bonds, 1981 Series B
(Tucson Electric Power Company Project). (Form
S-4, Registration No. 33-52860--Exhibit
4(d)(6).)
*4(e)(1) -- Loan Agreement, dated as of October 1, 1981,
between The Industrial Development Authority of
the County of Pima, Arizona (the Pima County
Authority) and the Registrant, relating to
Floating Rate Monthly Demand Pollution Control
Revenue Bonds, 1981 Series A (Tucson Electric
Power Company Project). (Form 10-K for the year
ended December 31, 1981, File No. 1-5924--
Exhibit 4(f)(1).)
*4(e)(2) -- Indenture of Trust, dated as of October 1,
1981, between the Pima County Authority and
Morgan Guaranty, authorizing Floating Rate
Monthly Demand Pollution Control Revenue Bonds,
1981 Series A (Tucson Electric Power Company
Project). (Form 10-K for the year ended
December31,1981,FileNo.1-5924--Exhibit4(f)(2).)
-----------------
* Previously filed as indicated and incorporated herein by
reference.
II-8
<PAGE>
Exhibit No. Description of Exhibit
----------- ----------------------
*4(f)(1) -- Loan Agreement, dated as of July 1, 1982,
between the Pima County Authority and the
Registrant, relating to Floating Rate Monthly
Demand Industrial Development Revenue Bonds,
1982 Series A (Tucson Electric Power Company
General Project). (Form 10-Q for the quarter
ended June 30, 1982, File No. 1-5924--Exhibit
4(a).)
*4(f)(2) -- Indenture of Trust, dated as of July 1, 1982,
between the Pima County Authority and Morgan
Guaranty relating to Floating Rate Monthly
Demand Industrial Development Revenue Bonds,
1982 Series A (Tucson Electric Power Company
General Project). (Form 10-Q for the quarter
ended June 30, 1982, File No. 1-5924--Exhibit
4(b).)
*4(f)(3) -- First Supplemental Loan Agreement, dated as of
March 31, 1992, between the Pima County
Authority and the Registrant, relating to
Industrial Development Revenue Bonds, 1982
Series A (Tucson Electric Power Company General
Project). (Form S-4, Registration No. 33-52860-
-Exhibit 4(f)(3).)
*4(f)(4) -- First Supplemental Indenture of Trust, dated as
of March 31, 1992, between the Pima County
Authority and Morgan Guaranty relating to
Industrial Development Revenue Bonds, 1982
Series A (Tucson Electric Power Company General
Project). (Form S-4, Registration No. 33-52860-
-Exhibit 4(f)(4).)
*4(g)(1) -- Loan Agreement, dated as of July 1, 1982,
between the Pima County Authority and the
Registrant, relating to Quarterly Tender
Industrial Development Revenue Bonds, 1982
Series A (Tucson Electric Power Company General
Project). (Form 10-Q for the quarter ended June
30, 1982, File No. 1-5924--Exhibit 4(c).)
*4(g)(2) -- Indenture of Trust, dated as of July 1, 1982,
between the Pima County Authority and Morgan
Guaranty, authorizing Quarterly Tender
Industrial Development Revenue Bonds, 1982
Series A (Tucson Electric Power Company General
Project). (Form 10-Q for the quarter ended June
30, 1982, File No. 1-5924--Exhibit 4(d).)
*4(g)(3) -- First Supplemental Loan Agreement, dated as of
March 31, 1992, between the Pima County
Authority and the Registrant, relating to
Industrial Development Revenue Bonds, 1982
Series A (Tucson Electric Power Company General
Project). (Form S-4, Registration No. 33-52860-
-Exhibit 4(g)(3).)
*4(g)(4) -- First Supplemental Indenture of Trust, dated as
of March 31, 1992, between the Pima County
Authority and Morgan Guaranty relating to
Industrial Development Revenue Bonds, 1982
Series A (Tucson Electric Power Company General
Project). (Form S-4, Registration No. 33-52860-
-Exhibit 4(g)(4).)
*4(h)(1) -- Loan Agreement, dated as of October 1, 1982,
between the Pima County Authority and the
Registrant, relating to Floating Rate Monthly
Demand Industrial Development Revenue Bonds,
1982 Series A (Tucson Electric Power Company
Irvington Project). (Form 10-Q for the quarter
ended September 30, 1982, File No. 1-5924--
Exhibit 4(a).)
*4(h)(2) -- Indenture of Trust, dated as of October 1,
1982, between the Pima County Authority and
Morgan Guaranty, authorizing Floating Rate
Monthly Demand Industrial Development Revenue
Bonds, 1982 Series A (Tucson Electric Power
Company Irvington Project). (Form 10-Q for the
quarter ended September 30, 1982, File No. 1-
5924--Exhibit 4(b).)
-----------------
* Previously filed as indicated and incorporated herein by
reference.
II-9
<PAGE>
Exhibit No. Description of Exhibit
----------- ----------------------
*4(h)(3) -- First Supplemental Loan Agreement, dated as of
March 31, 1992, between the Pima County
Authority and the Registrant, relating to
Industrial Development Revenue Bonds, 1982
Series A (Tucson Electric Power Company
Irvington Project). (Form S-4, Registration No.
33-52860--Exhibit 4(h)(3).)
*4(h)(4) -- First Supplemental Indenture of Trust, dated as
of March 31, 1992, between the Pima County
Authority and Morgan Guaranty relating to
Industrial Development Revenue Bonds, 1982
Series A (Tucson Electric Power Company
Irvington Project). (Form S-4, Registration No.
33-52860--Exhibit 4(h)(4).)
*4(i)(1) -- Loan Agreement, dated as of December 1, 1982,
between the Pima County Authority and the
Registrant, relating to Floating Rate Monthly
Demand Industrial Development Revenue Bonds,
1982 Series A (Tucson Electric Power Company
Projects). (Form 10-K for the year ended
December 31, 1982, File No. 1-5924--Exhibit
4(k)(1).)
*4(i)(2) -- Indenture of Trust, dated as of December 1,
1982, between the Pima County Authority and the
Morgan Guaranty, authorizing Floating Rate
Monthly Demand Industrial Development Revenue
Bonds, 1982 Series A (Tucson Electric Power
Company Projects). (Form 10-K for the year
ended December 31, 1982, File No. 1-5924--
Exhibit 4(k)(2).)
*4(i)(3) -- First Supplemental Loan Agreement, dated as of
March 31, 1992, between the Pima County
Authority and the Registrant, relating to
Industrial Development Revenue Bonds, 1982
Series A (Tucson Electric Power Company
Projects). (Form S-4, Registration No. 33-
52860--Exhibit 4(i)(3).)
*4(i)(4) -- First Supplemental Indenture of Trust, dated as
of March 31, 1992, between the Pima County
Authority and Morgan Guaranty, relating to
Industrial Development Revenue Bonds, 1982
Series A (Tucson Electric Power Company
Projects). (Form 10-K for the year ended
December 31, 1982, File No. 1-5924--Exhibit
4(k)(1).)
*4(j)(1) -- Loan Agreement, dated as of March 1, 1983,
between the Pima County Authority and the
Registrant, relating to Floating Rate Monthly
Demand Industrial Development Revenue Bonds,
1982 Series A (Tucson Electric Power Company
General Project). (Form 10-Q for the quarter
ended March 31, 1983, File No. 1-5924--Exhibit
4(a).)
*4(j)(2) -- Indenture of Trust, dated as of March 1, 1983,
between the Pima County Authority and Morgan
Guaranty authorizing Floating Rate Monthly
Demand Industrial Development Revenue Bonds,
1982 Series A (Tucson Electric Power Company
General Project). (Form 10-Q for the quarter
ended March 31, 1983, File No. 1-5924--Exhibit
4(b).)
*4(j)(3) -- First Supplemental Loan Agreement, dated as of
March 31, 1992, between the Pima County
Authority and the Registrant, relating to
Industrial Development Revenue Bonds, 1983
Series A (Tucson Electric Power Company General
Project). (Form S-4, dated October 2, 1992,
Registration No. 33-52860--Exhibit 4(j)(3).)
-----------------
* Previously filed as indicated and incorporated herein by
reference.
II-10
<PAGE>
Exhibit No. Description of Exhibit
----------- ----------------------
*4(j)(4) -- First Supplemental Indenture of Trust, dated as
of March 31, 1992, between the Pima County
Authority and Morgan Guaranty relating to
Industrial Development Revenue Bonds, 1983
Series A (Tucson Electric Power Company General
Project). (Form S-4, dated October 2, 1992,
Registration No. 33-52860--Exhibit 4(j)(4).)
*4(k)(1) -- Loan Agreement, dated as of December 1, 1983,
between the Apache County Authority and the
Registrant, relating to Floating Rate Monthly
Demand Industrial Development Revenue Bonds,
1983 Series A (Tucson Electric Power Company
Springerville Project). (Form 10-K for the year
ended December 31, 1983, File No. 1-5924--
Exhibit 4(l)(1).)
*4(k)(2) -- Indenture of Trust, dated as of December 1,
1983, between the Apache County Authority and
Morgan Guaranty, authorizing Floating Rate
Monthly Demand Industrial Development Revenue
Bonds, 1983 Series A (Tucson Electric Power
Company Springerville Project). (Form 10-K for
the year ended December 31, 1983, File No. 1-
5924--Exhibit 4(l)(2).)
*4(k)(3) -- First Supplemental Loan Agreement, dated as of
December 1, 1985, between the Apache County
Authority and the Registrant, relating to
Floating Rate Monthly Demand Industrial
Development Revenue Bonds, 1983 Series A
(Tucson Electric Power Company Springerville
Project). (Form 10-K for the year ended
December31,1987,FileNo.1-5924--Exhibit4(k)(3).)
*4(k)(4) -- First Supplemental Indenture, dated as of
December 1, 1985, between the Apache County
Authority and Morgan Guaranty relating to
Floating Rate Monthly Demand Industrial
Development Revenue Bonds, 1983 Series A
(Tucson Electric Power Company Springerville
Project). (Form 10-K for the year ended
December 31, 1987, File No. 1-5924--Exhibit
4(k)(4).)\
*4(k)(5) -- Second Supplemental Loan Agreement, dated as of
March 31, 1992, between the Apache County
Authority and the Registrant, relating to
Industrial Development Revenue Bonds, 1983
Series A (Tucson Electric Power Company
Springerville Project). (Form S-4, Registration
No. 33-52860--Exhibit 4(k)(5).)
*4(k)(6) -- Second Supplemental Indenture of Trust, dated
as of March 31, 1992, between the Apache County
Authority and Morgan Guaranty relating to
Industrial Development Revenue Bonds, 1983
Series A (Tucson Electric Power Company
Springerville Project). (Form S-4, Registration
No. 33-52860--Exhibit 4(k)(6).)
*4(l)(1) -- Loan Agreement, dated as of December 1, 1983,
between the Apache County Authority and the
Registrant, relating to Variable Rate Demand
Industrial Development Revenue Bonds, 1983
Series B (Tucson Electric Power Company
Springerville Project). (Form 10-K for the
year ended December 31, 1983, File No. 1-
5924--Exhibit 4(m)(1).)
*4(l)(2) -- Indenture of Trust, dated as of December 1,
1983, between the Apache County Authority and
Morgan Guaranty, authorizing Variable Rate
Demand Industrial Development Revenue Bonds,
1983 Series B (Tucson Electric Power Company
Springerville Project). (Form 10-K for the
year ended December 31, 1983, File No. 1-
5924--Exhibit 4(m)(2).)
-----------------
* Previously filed as indicated and incorporated herein by
reference.
II-11
<PAGE>
Exhibit No. Description of Exhibit
----------- ----------------------
*4(l)(3) -- First Supplemental Loan Agreement, dated as
of December 1, 1985, between the Apache
County Authority and the Registrant, relating
to Floating Rate Monthly Demand Industrial
Development Revenue Bonds, 1983 Series B
(Tucson Electric Power Company Springerville
Project). (Form 10-K for the year ended
December 31, 1987, File No. 1-5924--Exhibit
4(l)(3).)
*4(l)(4) -- First Supplemental Indenture, dated as of
December 1, 1985, between the Apache County
Authority and Morgan Guaranty relating to
Floating Rate Monthly Demand Industrial
Development Revenue Bonds, 1983 Series B
(Tucson Electric Power Company Springerville
Project). (Form 10-K for the year ended
December 31, 1987, File No. 1-5924--Exhibit
4(l)(4).)
*4(l)(5) -- Second Supplemental Loan Agreement, dated as
of March 31, 1992, between the Apache County
Authority and the Registrant, relating to
Industrial Development Revenue Bonds, 1983
Series B (Tucson Electric Power Company
Springerville Project). (Form S-4,
Registration No. 33-52860--Exhibit 4(l)(5).)
*4(l)(6) -- Second Supplemental Indenture of Trust, dated
as of March 31, 1992, between the Apache
County Authority and Morgan Guaranty relating
to Industrial Development Revenue Bonds, 1983
Series B (Tucson Electric Power Company
Springerville Project). (Form S-4,
Registration No. 33-52860--Exhibit 4(l)(6).)
*4(m)(1) -- Loan Agreement, dated as of December 1, 1983,
between the Apache County Authority and the
Registrant, relating to Variable Rate Demand
Industrial Development Revenue Bonds, 1983
Series C (Tucson Electric Power Company
Springerville Project). (Form 10-K for the year
ended December 31, 1983, File No. 1-5924--
Exhibit 4(n)(1).)
*4(m)(2) -- Indenture of Trust, dated as of December 1,
1983, between the Apache County Authority and
Morgan Guaranty, authorizing Variable Rate
Demand Industrial Development Revenue Bonds,
1983 Series C (Tucson Electric Power Company
Springerville Project). (Form 10-K for the year
ended December 31, 1983, File No. 1-5924--
Exhibit 4(n)(2).)
*4(m)(3) -- First Supplemental Loan Agreement, dated as of
December 1, 1985, between the Apache County
Authority and the Registrant, relating to
Floating Rate Monthly Demand Industrial
Development Revenue Bonds, 1983 Series C
(Tucson Electric Power Company Springerville
Project). (Form 10-K for the year ended
December 31, 1987, File No. 1-5924--Exhibit
4(m)(3).)
*4(m)(4) -- First Supplemental Indenture, dated as of
December 1, 1985, between the Apache County
Authority and Morgan Guaranty relating to
Floating Rate Monthly Demand Industrial
Development Revenue Bonds, 1983 Series C
(Tucson Electric Power Company Springerville
Project). (Form 10-K for the year ended
December 31, 1987, File No. 1-5924--Exhibit
4(m)(4).)
*4(m)(5) -- Second Supplemental Loan Agreement, dated as of
March 31, 1992, between the Apache County
Authority and the Registrant, relating to
Industrial Development Revenue Bonds, 1983
Series C (Tucson Electric Power Company
Springerville Project). (Form S-4, Registration
No. 33-52860--Exhibit 4(m)(5).)
-----------------
* Previously filed as indicated and incorporated herein by
reference.
II-12
<PAGE>
Exhibit No. Description of Exhibit
----------- ----------------------
*4(m)(6) -- Second Supplemental Indenture of Trust, dated
as of March 31, 1992, between the Apache County
Authority and Morgan Guaranty relating to
Industrial Development Revenue Bonds, 1983
Series C (Tucson Electric Power Company
Springerville Project). (Form S-4, Registration
No. 33-52860--Exhibit 4(m)(6).)
*4(n) -- Reimbursement Agreement, dated as of September
15, 1981, as amended, between the Registrant
and Manufacturers Hanover Trust Company. (Form
10-K for the year ended December 31, 1984, File
No. 1-5924--Exhibit 4(o)(4).)
*4(o)(1) -- Loan Agreement, dated as of December 1, 1985,
between the Apache County Authority and the
Registrant, relating to Variable Rate Demand
Industrial Development Revenue Bonds, 1985
Series A (Tucson Electric Power Company
Springerville Project). (Form 10-K for the year
ended December 31, 1985, File No. 1-5924--
Exhibit 4(r)(1).)
*4(o)(2) -- Indenture of Trust, dated as of December 1,
1985, between the Apache County Authority and
Morgan Guaranty, authorizing Variable Rate
Demand Industrial Development Revenue Bonds,
1985 Series A (Tucson Electric Power Company
Springerville Project). (Form 10-K for the year
ended December 31, 1985, File No. 1-5924--
Exhibit 4(r)(2).)
*4(o)(3) -- First Supplemental Loan Agreement, dated as of
March 31, 1992, between the Apache County
Authority and the Registrant, relating to
Industrial Development Revenue Bonds, 1985
Series A (Tucson Electric Power Company
Springerville Project). (Form S-4, Registration
No. 33-52860--Exhibit 4(o)(3).)
*4(o)(4) -- First Supplemental Indenture of Trust, dated as
of March 31, 1992, between the Apache County
Authority and Morgan Guaranty relating to
Industrial Development Revenue Bonds, 1985
Series A (Tucson Electric Power Company
Springerville Project). (Form S-4, Registration
No. 33-52860--Exhibit 4(o)(4).)
*4(p)(1) -- Loan Agreement, dated as of February 22, 1991,
between the Industrial Development Authority of
the County of Pima and the Registrant, amending
and restating the Loan Agreement, dated as of
May 1, 1990, relating to Industrial Development
Revenue Bonds, 1990 Series A (Tucson Electric
Power Company Project). (Form 10-K for the year
ended December 31, 1990, File No. 1-5924--
Exhibit 4(p)(1).)
*4(p)(2) -- Indenture of Trust, dated as of February 22,
1991, between the Industrial Development
Authority of the County of Pima and Texas
Commerce Bank National Association, amending
and restating the Indenture of Trust, dated as
of May 1, 1990, authorizing Industrial
Development Revenue Bonds, 1990 Series A
(Tucson Electric Power Company Project). (Form
10-K for the year ended December 31, 1990, File
No. 1-5924--Exhibit 4(p)(2).)
*4(q) -- Warrant Agreement and Form of Warrant, dated as
of December 15, 1992. (Form S-1, Registration
No. 33-55732--Exhibit 4(q).)
*4(r)(1) -- Indenture of Mortgage and Deed of Trust, dated
as of December 1, 1992, to Bank of Montreal
Trust Company, Trustee. (Form S-1, Registration
No. 33-5732--Exhibit 4(r)(1).)
-----------------
* Previously filed as indicated and incorporated herein by
reference.
II-13
<PAGE>
Exhibit No. Description of Exhibit
----------- ----------------------
*4(r)(2) -- Supplemental Indenture No. 1 creating a series
of bonds designated Second Mortgage Bonds,
Collateral Series A, dated as of December 1,
1992. (Form S-1, Registration No. 33-55732--
Exhibit 4(r)(2).)
*4(s)(1) -- Loan Agreement, dated as of May 1, 1996,
between Coconino County, Arizona Pollution
Control Corporation and the Registrant,
relating to Pollution Control Revenue Bonds,
1996 Series A (Tucson Electric Power Company
Project). (Form 10-Q for the quarter ended
March 31, 1996, File No. 1-5924--Exhibit 4a.)
*4(s)(2) -- Indenture of Trust, dated as of May 1, 1996,
between Coconino County, Arizona Pollution
Control Corporation and First Trust of New
York, National Association, authorizing
Pollution Control Revenue Bonds, 1996 Series A
(Tucson Electric Power Company Project). (Form
10-Q for the quarter ended March 31, 1996, File
No. 1-5924--Exhibit 4b)
*4(s)(3) -- Letter of Credit and Reimbursement Agreement,
dated as of May 1, 1996, between the
Registrant, Various Banks, and Canadian
Imperial Bank of Commerce, New York Agency.
(Form 10-Q for the quarter ended March 31,
1996, File No. 1-5924--Exhibit 4c)
*4(s)(4) -- Loan Agreement, dated as of May 1, 1996,
between Coconino County, Arizona Pollution
Control Corporation and the Registrant,
relating to Pollution Control Refunding Revenue
Bonds, 1996 Series B (Tucson Electric Power
Company Project). (Form 10-Q for the quarter
ended March 31, 1996, File No. 1-5924--Exhibit
4d.)
*4(s)(5) -- Indenture of Trust, dated as of May 1, 1996,
between Coconino County, Arizona Pollution
Control Corporation and First Trust of New
York, National Association, authorizing
Pollution Control Refunding Revenue Bonds, 1996
Series B (Tucson Electric Power Company
Project). (Form 10-Q for the quarter ended
March 31, 1996, File No. 1-5924--Exhibit 4e.)
*4(s)(6) -- Letter of Credit and Reimbursement Agreement,
dated as of May 1, 1996, between the Registrant
and Societe Generale, Los Angeles Branch. (Form
10-Q for the quarter ended March 31, 1996, File
No. 1-5924--Exhibit 4f.)
*4(t)(1) -- Amended and Restated Installment Sale
Agreement, dated as of April 1, 1997, between
the City of Farmington, New Mexico and the
Registrant relating to Pollution Control
Revenue Bonds, 1997 Series A (Tucson Electric
Power Company San Juan Project). (Form 10-Q
for the quarter ended March 31, 1997, File No.
1-5924--Exhibit 4(a)).
*4(t)(2) -- City of Farmington, New Mexico Ordinance No.
97-1055, adopted April 17, 1997, authorizing
Pollution Control Revenue Bonds, 1997 Series A
(Tucson Electric Power Company San Juan
Project). (Form 10-Q for the quarter ended
March 31, 1997, File No. 1-5924--Exhibit 4(b)).
*4(t)(3) -- Loan Agreement, dated as of April 1, 1997,
between Coconino County, Arizona Pollution
Control corporation and the Registrant relating
to Pollution Control Revenue Bonds, 1997 Series
A (Tucson Electric Power Company Navajo
Project). (Form 10-Q for the quarter ended
March 31, 1997, File No. 1-5924--Exhibit 4(c)).
-----------------
* Previously filed as indicated and incorporated herein by
reference.
II-14
<PAGE>
Exhibit No. Description of Exhibit
----------- ----------------------
*4(t)(4) -- Indenture of Trust, dated as of April 1, 1997,
between Coconino County, Arizona Pollution
Control corporation and First Trust of New
York, National Association, authorizing
Pollution Control Revenue Bonds, 1997 Series A
(Tucson Electric Power Company Navajo Project).
(Form 10-Q for the quarter ended March 31,
1997, File No. 1-5924--Exhibit 4(d)).
*4(t)(5) -- Loan Agreement, dated as of April 1, 1997,
between Coconino County, Arizona Pollution
Control corporation and the Registrant relating
to Pollution Control Revenue Bonds, 1997 Series
B (Tucson Electric Power Company Navajo
Project). (Form 10-Q for the quarter ended
March 31, 1997, File No. 1-5924--Exhibit 4(e)).
*4(t)(6) -- Indenture of Trust, dated as of April 1, 1997,
between Coconino County, Arizona Pollution
Control corporation and First Trust of New
York, National Association, authorizing
Pollution Control Revenue Bonds, 1997 Series B
(Tucson Electric Power Company Navajo Project).
(Form 10-Q for the quarter ended March 31,
1997, File No. 1-5924--Exhibit 4(f)).
5(a) -- Opinion of Dennis R. Nelson, Esq.
5(b) and 8 -- Opinion of Reid & Priest LLP.
15 -- Letter regarding Unaudited Interim Financial
Information.
23(a) -- The Consents of Dennis R. Nelson and Reid &
Priest LLP are contained in their opinions as
Exhibit 5(a) and 5(b), respectively.
23(b) -- The Consent of Deloitte & Touche LLP.
24 -- Power of Attorney is contained herein at page
II-4.
--------------------
* Previously filed as indicated and incorporated herein by
reference.
II-15
[LETTERHEAD OF DENNIS R. NELSON, G.C.]
Exhibit 5(a)
July 8, 1997
Tucson Electric Power Company
220 West Sixth Street
Tucson, Arizona 85701
Ladies and Gentlemen:
I am Vice President and General Counsel of Tucson
Electric Power Company, an Arizona corporation (the "Company"),
and have acted as such in connection with the filing by the
Company of a Registration Statement on Form S-3 (the
"Registration Statement") under the Securities Act of 1933, as
amended (the "Act"), relating to the registration of one million
shares (the "Shares") of the Company's Common Stock, without par
value ("Common Stock"), to be issued under its Investment Plus
Plan (the "Plan").
For purposes of this opinion, I have examined originals
or copies, certified or otherwise identified to my satisfaction,
of (i) the Registration Statement, which incorporates the Plan in
its entirety; (ii) the Amended and Restated Articles of
Incorporation and Bylaws of the Company, as in effect on the date
hereof; (iii) resolutions adopted by the Board of Directors of
the Company relating to the adoption of the Plan and the
reservation of Common Stock for issuance thereunder; and (iv)
such other documents, certificates or other records as I have
deemed necessary or appropriate.
Based upon the foregoing, and subject to the
qualifications hereinafter expressed, I am of the opinion that:
(1) The Company is a corporation duly organized,
validly existing and in good standing under the
laws of the State of Arizona.
(2) The Shares included in the Registration Statement
will be duly authorized and validly issued, and
fully paid and non-assessable when (i) the
Registration Statement shall have become effective
under the Act; (ii) the Company shall have
received all necessary regulatory approvals
required for the issuance and sale of the Shares
in accordance with the Plan; (iii) the purchase
price for the Shares shall have been paid for and
(iv) the Shares shall have been issued in
accordance with the terms of the Plan.
As a member of the Bar of the State of Arizona, I do
not hold myself out as an expert on the laws of other
jurisdictions except the laws of the United States.
Reid & Priest LLP is authorized to rely upon this
letter as to matters of Arizona law. This letter is not being
delivered for the benefit of, nor may it be relied upon by, any
person or entity to which it is not specifically addressed or by
which reliance is not expressly authorized hereby.
I hereby consent to the filing of this opinion with the
Securities and Exchange Commission as Exhibit 5(a) to the
Registration Statement.
Very truly yours,
/s/ Dennis R. Nelson
Dennis R. Nelson, Esq.
Vice President and General Counsel
Exhibit 5(b) and 8
REID & PRIEST LLP
40 WEST 57TH STREET
NEW YORK, NY 10019-4097
TELEPHONE (212) 603-2000
FAX (212) 603-2001
(212) 603-2108
New York, New York
July 8, 1997
Tucson Electric Power Company
220 West Sixth Street
Tucson, Arizona 85701
Ladies and Gentlemen:
We are acting as counsel to Tucson Electric Power
Company, an Arizona corporation (the "Company"), in connection
with the filing by the Company of a Registration Statement on
Form S-3 (the "Registration Statement") under the Securities Act
of 1933, as amended (the "Act"), relating to the registration of
one million shares (the "Shares") of the Company's Common Stock,
without par value ("Common Stock"), to be issued under its
Investment Plus Plan (the "Plan").
For purposes of this opinion, we have examined
originals or copies, certified or otherwise identified to our
satisfaction, of (i) the Registration Statement, which
incorporates the Plan in its entirety; (ii) the Amended and
Restated Articles of Incorporation and Bylaws of the Company, as
in effect on the date hereof; (iii) resolutions adopted by the
Board of Directors of the Company relating to the adoption of the
Plan and the reservation of Common Stock for issuance thereunder;
and (iv) such other documents, certificates or other records as
we have deemed necessary or appropriate.
Based upon the foregoing, and subject to the
qualifications hereinafter expressed, we are of the opinion that:
(1) The Company is a corporation duly organized,
validly existing and in good standing under the
laws of the State of Arizona;
(2) With respect to outstanding shares of Common Stock
to be purchased in the open market for sale
pursuant to the Plan, when
(a) the Registration Statement shall have become
effective under the Act, and
(b) such shares of Common Stock shall have been
so purchased,
such Common Stock will have been legally and
validly issued and will be fully paid and
nonassessable; provided, however, that with
respect to Common Stock heretofore issued pursuant
to employee benefit plans and other offerings to
employees and/or shareholders, we have necessarily
assumed, without investigation, that the
certificates for such Common Stock have been duly
countersigned and registered by a transfer agent
and registrar and that, upon the issuance of such
Common Stock the Company received the full
consideration therefor authorized by the Company's
Board of Directors; and provided, further, that
this opinion does not extend to Common Stock,
issued subsequent to the date hereof, except as
contemplated in subparagraph (3) below; and
(3) With respect to authorized but unissued Shares of
Common Stock to be issued and sold pursuant to the
Plan, when
(a) the Registration Statement shall have become
effective under the Act,
(b) the Company shall have received all necessary
regulatory approvals required for the
issuance and sale of the Shares in accordance
with the Plan,
(c) the purchase price of the Shares shall have
been paid, and
(d) the Shares shall have been issued in
accordance with the terms of the Plan,
such Common Stock will have been validly issued
and will be fully paid and nonassessable.
We are further of the opinion that the statements
contained in the Prospectus portion of the Registration Statement
under the caption "FEDERAL INCOME TAX INFORMATION" describing
certain federal income tax consequences to holders of the Shares
issued pursuant to the Plan, as qualified therein, constitutes an
accurate description, in general terms, of the indicated United
States Federal income tax consequences to holders of such Shares.
As members of the New York bar, we do not hold
ourselves out as experts of the laws of other jurisdictions other
than the laws of the United States and, to the extent the
opinions expressed are dependent upon matters governed by the law
of the State of Arizona, we have relied, with your consent, upon
the opinion of even date herewith rendered to you by Dennis R.
Nelson, Esq.
This letter is not being delivered for the benefit of,
nor may it be relied upon by, the holders of Common Stock or any
other party to which it is not specifically addressed or to which
reliance has not been expressly permitted hereby.
We hereby consent to the filing of this opinion with
the Securities and Exchange Commission as Exhibit 5(b) and 8 to
the Registration Statement.
Very truly yours,
/s/ Reid & Priest LLP
REID & PRIEST LLP
DELOITTE &
TOUCHE LLP
------------ -----------------------------------------------------
Suite 205 Telephone: (502) 745-6300
333 North Wilmot Road Facsimile: (502) 750-9916
Tucson, Arizona 85711-2636
July 10, 1997
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, 1997 and
1996 as indicated in our report dated May 12, 1997; because we
did not perform an audit, we expressed no opinion on that
information.
We are aware that our report referred to above, which was
included in your Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997 is being used in this Registration
Statement.
We also are aware that the aforementioned report, pursuant to
Rule 436(c) under the Securities Act of 1933, is 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.
/s/ Deloitte & Touche LLP
DELOITTE &
TOUCHE LLP
------------ ----------------------------------------------------
Suite 205 Telephone: (502) 745-6300
333 North Wilmot Road Facsimile: (502) 750-9916
Tucson, Arizona 85711-2636
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Tucson Electric Power Company on Form S-3 of our
report dated January 27, 1997, appearing in the Annual Report on
Form 10-K of Tucson Electric Power Company for the year ended
December 31, 1996 and to the reference to us under the heading
"Experts" in the Prospectus, which is part of this Registration
Statement.
/s/ Deloitte & Touche LLP
July 10, 1997
