SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
TUCSON ELECTRIC POWER COMPANY
(Name of Issuer)
UNISOURCE ENERGY CORPORATION
(Name of Person Filing Statement)
COMMON STOCK PURCHASE WARRANTS
(Title of Class of Securities)
898813 11 8
(CUSIP Number of Class of Securities)
John T. Hood, Esq.
Thelen Reid & Priest LLP
40 West 57th Street
New York, New York 10019-4097
(212) 603-2000
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person Filing Statement)
Copy to:
Kevin P. Larson
Vice President and Treasurer
UniSource Energy Corporation
220 West Sixth Street
Tucson, Arizona 85701
(520) 571-4000
August 18, 1998
(Date Tender Offer First Published, Sent or Given to Security Holders)
CALCULATION OF FILING FEE
---------------------------------------------------
Transaction Amount of Filing
Valuation* Fee
$9,884,508.00 $1,976.91
---------------------------------------------------
* Pursuant to Section 13(e)(3) of the Securities Exchange
Act of 1934, as amended, and Rule 0-11(b)(1) thereunder, the
transaction value was calculated by using the book value of
the securities to be acquired as of August 17, 1998.
[X] Check box if any part of the fee is offset as provided
by Rule 0-11(a)(2) and identify the filing with which
the offsetting fee was previously paid. Identify the
previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
Amount Filing
Previously Paid: $20,092.68 Party: UniSource
Energy Corporation
Form or Registration Date
No.: Form S-4 (333-60809) Filed: August 6, 1998
<PAGE>
Explanatory Note
The Prospectus was filed with the Securities and Exchange
Commission ("SEC") by UniSource Energy Corporation, an Arizona
corporation (the "Company"), as part of a Registration Statement
on Form S-4 (Registration No. 333-60809), and is incorporated
herein by reference. Unless otherwise indicated, all material
incorporated by reference in this Issuer Tender Offer Statement
on Schedule 13E-4 (the "Statement") in response to items or sub-
items of this Statement, is incorporated by reference to the
corresponding caption in the Prospectus, including the
information stated under such captions as being incorporated in
response thereto.
ITEM 1. SECURITY AND ISSUER.
(a) The name of the issuer is Tucson Electric Power Corporation,
an Arizona corporation that has its principal executive offices
at 220 West Sixth Street, Tucson, Arizona 85701.
(b) This Statement relates to the offer by the Company to
exchange (the "Exchange Offer"), upon the terms and subject to
the conditions set forth in the Prospectus and the accompanying
Letter of Transmittal, any and all outstanding warrants to
purchase shares of common stock of Tucson Electric Power Company,
an Arizona corporation and wholly-owned subsidiary of the Company
("TEP") (the "TEP Warrants") for Warrants expiring in 1999 to
purchase shares of common stock of the Company (the "1999 UNS
Warrants") and Warrants expiring in 2000 to purchase shares of
common stock of the Company (the "2000 UNS Warrants" and,
together with the 1999 UNS Warrants, the "UNS Warrants") at a
rate of 0.20 1999 UNS Warrant and 0.20 2000 UNS Warrant for each
TEP Warrant surrendered to and accepted by the Company pursuant
to the Exchange Offer. The information set forth in the front
cover page and "THE EXCHANGE OFFER -- Terms of the Exchange
Offer" is incorporated herein by reference.
(c) There is currently no established trading market for the
securities to be acquired.
(d) This Statement is being filed by UniSource Energy
Corporation, 220 West Sixth Street, Tucson, Arizona 85701, which
owns all the common stock of the issuer.
ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth in the front cover page, "THE
EXCHANGE OFFER -- Terms of the Exchange Offer," "THE EXCHANGE
OFFER -- No Fractional Warrants" and "DESCRIPTION OF THE UNS
WARRANTS" is incorporated herein by reference.
(b) Not applicable.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF
THE ISSUER OR AFFILIATE.
The information set forth in the cover page, "THE COMPANY",
"THE EXCHANGE OFFER -- Purpose and Effect of the Exchange Offer"
and "THE EXCHANGE OFFER -- Terms of the Exchange Offer" is
incorporated herein by reference.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
2
<PAGE>
Not applicable.
ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO THE ISSUER'S SECURITIES.
Not applicable.
ITEM 6. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
The information set forth in "THE EXCHANGE OFFER -- Fees and
Expenses" is incorporated herein by reference.
ITEM 7. FINANCIAL INFORMATION.
(a) The information set forth in Exhibits (g)(1) and (g)(2) is
incorporated herein by reference.
(b) Not applicable.
ITEM 8. ADDITIONAL INFORMATION.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) The information set forth in Appendices A and B to the
Prospectus is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
*(a)(1) Prospectus dated August 18, 1998.
(Form S-4, Registration No. 333-60809).
*(a)(2) Letter of Transmittal.
(Form S-4, Registration No. 333-60809 -- Exhibit 4(b)).
(a)(3) Letter to Registered Holders of TEP Warrants.
(a)(4) Instructions to Registered Holders of TEP Warrants.
(a)(5) Form of Letter to Beneficial Holders of TEP Warrants.
(b) Not applicable.
(c) Not applicable.
*(d) Opinion of Thelen Reid & Priest LLP dated August 6,
1998. (Form S-4, Registration No. 333-60809 -- Exhibit
5(b) and 8).
*(e) Registration Statement on Form S-3. (Registration No.
33-55732).
3
<PAGE>
(f) Not applicable
*(g)(1) The Company's Annual Report on Form 10-K for the year
ended December 31, 1997, as amended by Form 10-K/A,
dated March 5, 1998.
*(g)(2) The Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1998.
(*) Previously filed as indicated and incorporated herein by
reference.
4
<PAGE>
SIGNATURE
After due 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.
Dated: August 18, 1998 UNISOURCE ENERGY CORPORATION
By: /s/ Ira R. Adler
-----------------------------
Ira R. Adler
Executive Vice President
Principal Financial Officer
5
<PAGE>
EXHIBIT INDEX
EXHIBIT
NO. EXHIBIT DESCRIPTION
*(a)(1) Prospectus dated August 18, 1998. (Form S-4,
Registration No. 333-60809).
*(a)(2) Letter of Transmittal. (Form S-4, Registration No.
333-60809 -- Exhibit 4(b)).
(a)(3) Letter to Registered Holders of TEP Warrants.
(a)(4) Instructions to Registered Holders of TEP Warrants.
(a)(5) Form of Letter to Beneficial Holders of TEP Warrants.
*(d) Opinion of Thelen Reid & Priest LLP dated August 6,
1998. (Form S-4, Registration No. 333-60809 -- Exhibit
5(b) and 8).
*(e) Registration Statement on Form S-3. (Registration No.
33-55732).
*(g)(1) The Company's Annual Report on Form 10-K for the year
ended December 31, 1997, as amended by Form 10-K/A,
dated March 5, 1998.
*(g)(2) The Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1998.
(*) Previously filed as indicated and incorporated herein by
reference.
Exhibit (a)(3)
UNISOURCE ENERGY CORPORATION
OFFER TO EXCHANGE ANY OR ALL
WARRANTS TO PURCHASE SHARES OF COMMON STOCK OF
TUCSON ELECTRIC POWER COMPANY
FOR
WARRANTS EXPIRING IN 1999 TO PURCHASE SHARES OF COMMON STOCK OF
UNISOURCE ENERGY CORPORATION
AND
WARRANTS EXPIRING IN 2000 TO PURCHASE SHARES OF COMMON STOCK OF
UNISOURCE ENERGY CORPORATION
To Registered Holders:
We are enclosing herewith the material listed below relating
to the offer by UniSource Energy Corporation (the "Company") to
exchange any and all outstanding warrants to purchase shares of
common stock of Tucson Electric Power Company (the "TEP
Warrants") for Warrants expiring in 1999 to purchase shares of
common stock of the Company and Warrants expiring in 2000 to
purchase shares of common stock of the Company, upon the terms
and subject to the conditions set forth in the Company's
Prospectus dated August 18, 1998, and the related Letter of
Transmittal (which together constitute the "Exchange Offer").
Enclosed herewith are copies of the following documents:
1. Prospectus, dated August 18, 1998;
2. Letter of Transmittal;
3. Certain instruments to be used by Registered Holders
who hold TEP Warrants on behalf of beneficial owners:
a. Instruction to Registered Holder from Owner; and
b. Letter that may be sent to your clients for whose
account you hold TEP Warrants in your name or in
the name of your nominee, to accompany the
instruction form referred to above, for obtaining
such client's instruction with regard to the
Exchange Offer; and
PLEASE NOTE THAT THE OFFER WILL EXPIRE AT 5:00 P.M., NEW
YORK CITY TIME, ON SEPTEMBER 23, 1998, UNLESS EXTENDED (THE
"EXPIRATION DATE"). In cases where you hold TEP Warrants on
behalf of beneficial owners, we urge you to contact your clients
promptly.
The Exchange Offer is not conditioned upon any minimum
number of TEP Warrants being tendered.
To tender TEP Warrants in the Exchange Offer, a Registered
Holder must complete, sign and date the Letter of Transmittal, or
facsimile thereof, have the signatures thereon guaranteed if
required by the Letter of Transmittal, and mail or otherwise
deliver such Letter of Transmittal or such facsimile along with
the certificates for such TEP Warrants to the Exchange Agent
prior to the Expiration Date. To be tendered effectively, the
Letter of Transmittal and other required documents must be
received by the Exchange Agent at the address set forth in the
Prospectus and Letter of Transmittal prior to the Expiration
Date.
<PAGE>
Additional copies of the enclosed material may be obtained
from the Exchange Agent.
Very truly yours,
UNISOURCE ENERGY CORPORATION
By:
-----------------------------
Kevin P. Larson
Vice President & Treasurer
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL
CONSTITUTE YOU THE AGENT OF TUCSON ELECTRIC POWER COMPANY,
UNISOURCE ENERGY CORPORATION OR THE BANK OF NEW YORK OR AUTHORIZE
YOU TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON THEIR BEHALF IN
CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED
HEREWITH AND THE STATEMENTS CONTAINED THEREIN.
Exhibit (a)(4)
INSTRUCTION TO REGISTERED HOLDER
FROM OWNER OF
TUCSON ELECTRIC POWER COMPANY
WARRANTS TO PURCHASE SHARES OF COMMON STOCK OF
TUCSON ELECTRIC POWER COMPANY
To Registered Holder:
The undersigned hereby acknowledges receipt of the
Prospectus, dated August 18, 1998 (the "Prospectus"), of
UniSource Energy Corporation (the "Company"), and the
accompanying Letter of Transmittal (the "Letter of Transmittal"),
which together constitute the Company's offer (the "Exchange
Offer") to exchange any and all outstanding warrants to purchase
shares of common stock of Tucson Electric Power Company (the "TEP
Warrants") for Warrants expiring in 1999 to purchase common stock
of the Company and Warrants expiring in 2000 to purchase common
stock of the Company. Capitalized terms used but not defined
herein have the meanings ascribed to them in the Prospectus.
This will instruct you, the Registered Holder of TEP
Warrants, as to the action to be taken by you relating to the
Exchange Offer with respect to the TEP Warrants held by you for
the account of the undersigned.
The aggregate number of TEP Warrants held by you for the
account of the undersigned is (fill in amount):
_________________ TEP Warrants.
With respect to the Exchange Offer, the undersigned hereby
instructs you (check appropriate box):
[ ] To TENDER the following TEP Warrants, held by you for
the account of the undersigned:
_________________ TEP Warrants.
[ ] NOT to TENDER any TEP Warrants held by you for the
account of the undersigned.
-----------------------------------------------------------------
SIGN HERE
Name of beneficial owner(s):
-----------------------------------
Signature(s)
---------------------------------------------------
Name(s) (please print):
----------------------------------------
Address:
-------------------------------------------------------
---------------------------------------------------------------
Telephone Number:
----------------------------------------------
Taxpayer identification or Social Security Number:
-------------
Date:
----------------------------------------------------------
-----------------------------------------------------------------
Exhibit (a)(5)
UNISOURCE ENERGY CORPORATION
OFFER TO EXCHANGE ANY OR ALL
WARRANTS TO PURCHASE SHARES OF COMMON STOCK OF
TUCSON ELECTRIC POWER COMPANY
FOR
WARRANTS EXPIRING IN 1999 TO PURCHASE SHARES OF COMMON STOCK OF
UNISOURCE ENERGY CORPORATION
AND
WARRANTS EXPIRING IN 2000 TO PURCHASE SHARES OF COMMON STOCK OF
UNISOURCE ENERGY CORPORATION
To Our Clients:
We are enclosing herewith a Prospectus, dated August 18,
1998, of UniSource Energy Corporation (the "Company") and a
related Letter of Transmittal (which together constitute the
"Exchange Offer") relating to the offer by the Company to
exchange any and all outstanding warrants to purchase shares of
common stock of Tucson Electric Power Company (the "TEP
Warrants") for Warrants expiring in 1999 to purchase shares of
common stock of the Company and Warrants expiring in 2000 to
purchase shares of common stock of the Company, upon the terms
and subject to the conditions set forth in the Exchange Offer.
PLEASE NOTE THAT THE OFFER WILL EXPIRE AT 5:00 P.M., NEW
YORK CITY TIME, ON SEPTEMBER 23, 1998, UNLESS EXTENDED.
We are the Holder of record of TEP Warrants held by us for
your account. A tender of such TEP Warrants can be made only by
us as the record Holder and pursuant to your instructions. The
Letter of Transmittal is furnished to you for your information
only and cannot be used by you to tender TEP Warrants held by us
for your account.
We request instructions (on the form provided) as to whether
you wish to tender the TEP Warrants held by us for your account
pursuant to the terms and conditions of the Exchange Offer. We
also request that you confirm that we may on your behalf make the
representations contained in the Letter of Transmittal.
Very truly yours,
