SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
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
Assistant 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)
<PAGE>
ITEM 1. SECURITY AND ISSUER.
Item 1 of the Schedule 13E-4 of UniSource Energy Corporation
(the "Schedule 13E-4") is hereby amended in the following respect:
Pursuant to the terms and conditions set forth in the Prospectus
and in the accompanying Letter of Transmittal, filed as Exhibits
9(a)(1) and 9(a)(2), respectively, to the Schedule 13E-4, the
Exchange Offer was scheduled to expire at 5:00 p.m., New York City
time on September 23, 1998. The Company has determined to extend
the Exchange Offer so that it will expire at 5:00 p.m., New York City
time, on October 23, 1998.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
*(a)(6) Prospectus Supplement dated September 22, 1998.
(Registration No. 333-60809)
(a)(7) Letter to Holders of TEP Warrants, dated
September 22, 1998.
(*) Previously filed as indicated and incorporated herein by
reference.
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<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: September 22, 1998 UNISOURCE ENERGY CORPORATION
By: /s/ Ira R. Adler
---------------------------
Ira R. Adler
Executive Vice President
Principal Financial Officer
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<PAGE>
EXHIBIT INDEX
EXHIBIT
NO. EXHIBIT DESCRIPTION
*(a)(6) Prospectus Supplement dated September 16, 1998.
(Registration No. 333-60809)
(a)(7) Letter to Holders of TEP Warrants,
dated September 22, 1998.
(*) Previously filed as indicated and incorporated herein
by reference.
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
September 22, 1998
To Warrant Holders:
We are enclosing herewith a Prospectus Supplement, dated
September 22, 1998 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 previously delivered to you (which
together constitute the "Exchange Offer").
PLEASE NOTE THAT THE EXCHANGE OFFER HAS BEEN EXTENDED AND
WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON OCTOBER 23,
1998, UNLESS FURTHER EXTENDED (THE "EXPIRATION DATE"). In cases
where you hold TEP Warrants on behalf of beneficial owners, we
urge you to contact your clients promptly.
Additional copies of the enclosed material may be obtained
from the Exchange Agent. Any questions relating to the Exchange
Offer can be directed to the undersigned at (520) 884-3660 or to
Donna Murphy, Investor Relations, UniSource Energy Corporation,
220 West Sixth Street, Tucson, Arizona 85701; telephone:
(520) 884-3755.
Very truly yours,
UNISOURCE ENERGY CORPORATION
By:
---------------------------
Kevin P. Larson
Assistant Treasurer
