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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
TUCSON ELEC PWR CO NEW
-----------------------------------------
(Name of Issuer)
COMMON STOCK
-----------------------------------------
(Title of Class of Securities)
898813704
-----------------------------------------
(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ].
(A fee is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
no amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
(Continued on following page(s))
Page 1 of 6 Pages
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CUSIP NO. 898813704 13G PAGE 2 OF 6 PAGES
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
U. S. Bancorp 93-0571730
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
5 SOLE VOTING POWER
1,923,005
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 946,005
8 SHARED DISPOSITIVE POWER
38,980
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,925,005
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.0
12 TYPE OF REPORTING PERSON*
BHC
*SEE INSTRUCTION BEFORE FILLING OUT!
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 10549
---------------------------------
SCHEDULE 13G UNDER THE SECURITIES
EXCHANGE ACT OF 1934
---------------------------------
Item 1. (a). Name of Issuer:
TUCSON ELEC PWR CO NEW
(b). Address of Issuer's Principal Executive Offices:
220 WEST SIXTH ST.
TUCSON, AZ 85701
Item 2. (a). Name of Person Filing:
U. S. Bancorp
(b). Address of Principal Business Office:
111 S. W. Fifth Avenue
Portland, OR 97204
Page 3 of 6 Pages
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Item 2. (c). Citizenship:
UNITED STATES OF AMERICA
(d). Title of Class of Securities:
COMMON STOCK
(e). CUSIP Number:
898813704
Item 3. This statement is filed pursuant to Rule 13d-1(b)(2) by
Parent Holding Company in accordance with Rule
13d-11-(b)(ii)(G)
Item 4. Ownership.
(a). Amount Beneficially Owned
1,925,005
(b). Percent of Class:
6.0
(c). Number of Shares as to which U.S. BANCORP has:
(i) sole power to vote or to direct the vote 1,923,005
(ii) shared power to vote or to direct the vote 0
(iii) sole power to dispose or to direct the
disposition of 946,005
(iv) shared power to dispose or to direct the
disposition of 38,980
Page 4 of 6 Pages
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Item 5. Ownership of Five Percent or Less of a Class:
Item 6. Ownership of More Than Five Percent on Behalf of Another
Person:
Item 7. Identification and Classification of Subsidiaries which
Acquired the Security Being Reported on by the Parent
Holding Company:
See Exhibit A
Item 8. Identification and Classification of Members of the Group:
Page 5 of 6 Pages
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Item 9. Notice of Dissolution of Group:
Item 10. Certification:
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired
in the ordinary course of business and were not acquired for
the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in
any transaction having such purpose or effect.
Signature: After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
By: /s/ Deborah B. Goldberg
--------------------------
Title: Assistant Secretary
Dated:
Page 6 of 6 Pages
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EXHIBIT A
Pursuant to the instructions in Item 7 of Schedule 13G, Qualivest Capital
Management, Inc., 111 S.W. Fifth Avenue, Portland, Oregon 97204, an investment
adviser registered under Section 203 of the Investment advisors Act of 1940 and
a wholly-owned subsidiary of United States National Bank of Oregon, which is a
wholly-owned subsidiary of U.S. Bancorp (the "Bank"), is the beneficial owner of
929,020 shares, or 2.9% of the common stock outstanding of TUCSON ELEC (the
"Company") as a result of acting as investment adviser to The Qualivest Funds,
an investment company registered under Section 8 of the Investment Company Act
of 1940. 995,985 shares, or 3.1% of the common stock outstanding of the Company,
are held by the Trust Group of the Bank, a national bank as defined in Section
3(a)(6) of the Securities Exchange Act of 1934.
