SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2 AND
FINAL AMENDMENT 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>
This Amendment No. 2 and Final Amendment amends and
supplements the Issuer Tender Offer Statement on Schedule 13E-4
dated August 18, 1998 filed by UniSource Energy Corporation, an
Arizona corporation (the "Company"), as amended by Amendment No.
1 filed September 22, 1998 (the "Schedule 13E-4"), relating 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, filed as
Exhibits 9(a)(1) and 9(a)(2), respectively, to the Schedule 13E-
4, any and all outstanding warrants to purchase shares of common
stock of Tucson Electric Power Company ("TEP"), an Arizona
corporation and wholly-owned subsidiary of the Company (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 Exchange Offer commenced on August 18, 1998, was
extended on September 22, 1998, and ended at 5:00 p.m., New York
City time, on October 23, 1998. Certificates representing a
total of 7,462,051 TEP Warrants were validly tendered and
accepted for exchange pursuant to the Exchange Offer. An
aggregate of 1,492,411 1999 UNS Warrants and 1,492,411 2000 UNS
Warrants are being issued in the exchange.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(8) Press Release dated October 28, 1998.
2
<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: November 2, 1998 UNISOURCE ENERGY CORPORATION
By: /s/ Ira R. Adler
---------------------------
Ira R. Adler
Executive Vice President
Principal Financial Officer
3
<PAGE>
EXHIBIT INDEX
EXHIBIT
NO. EXHIBIT DESCRIPTION
(a)(8) Press Release dated October 28, 1998.
4
Exhibit (a)(8)
UNISOURCE ENERGY ANNOUNCES RESULTS OF TEP
WARRANTS EXCHANGE OFFER
TUCSON, Ariz.--(BUSINESS WIRE)--Oct. 28, 1998--UniSource Energy
Corp. (NYSE: UNS - news) Wednesday announced the results of its
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offer to exchange warrants for Tucson Electric Power Co. (TEP)
common stock for warrants for the purchase of the common stock of
UniSource Energy Corp.
New warrants for the purchase of approximately 3 million shares
of UniSource Energy at $16.00 per share will be issued within two
weeks as a result of the exchange offer.
Approximately 7.5 million, or about 62%, of the outstanding TEP
Warrants were validly tendered and accepted for exchange. After
the exchange, 1.5 million of 1999 UniSource Energy Warrants,
expiring March 15, 1999; and 1.5 million of 2000 UniSource Energy
Warrants, expiring Dec. 15, 2000, will be issued.
Each new whole UniSource Energy Warrant will entitle the holder
to purchase one share of UniSource Energy common stock at a
purchase price of $16.00. After the exchange, 4.6 million TEP
Warrants for the purchase of 920,000 shares of TEP will remain
outstanding.
Any shares of TEP common stock issued as a result of exercising
TEP warrants are not exchangeable for UniSource Energy common
stock. The exchange offer, which had been extended on Sept. 22,
1998, expired on Oct. 23, 1998.
UniSource Energy's principal affiliates include Tucson Electric
Power Co., New Energy Ventures, LLC, one of the nation's leading
representatives for energy buyers; Nations Energy Corp., an
independent power developer; Advanced Energy Technologies Inc.,
a developer of renewable energy and distributed generation
technologies; Southwest Energy Solutions, and SWPP Investment Co.
Public Affairs P.O. Box 711 Tucson, AZ 85702 520/884-3742
www.unisourceenergy.com
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Contact:
UniSource Energy Corp., Tucson
Alan Lee Bunnell, 520/884-3797 (Media)
Victoria Jedicke, 520/884-3931 (Analysts)
