SCHEDULE 13D
Amendment No. 0
El Paso Electric Company
Common Stock
Cusip # 283677854
Filing Fee: Yes
Cusip # 283677854
Item 1: Reporting Person - FMR Corp. - (Tax ID: 04-2507163)
Item 4: PF
Item 6: Commonwealth of Massachusetts
Item 7: 4,744,419
Item 8: None
Item 9: 13,842,797
Item 10: None
Item 11: 13,842,797
Item 13: 23.07%
Item 14: HC
PREAMBLE
The filing of this Schedule 13D is not, and should not be
deemed to be, an admission that such Schedule 13D is required to
be filed. See the discussion under Item 2.
Item 1. Security and Issuer.
This statement relates to shares of the Common Stock, 0.00
par value (the "Shares") of El Paso Electric Company, a Texas
corporation (the "Company"). The principal executive offices of
the Company are located at 303 North Oregon Street, El Paso, TX
79901.
Item 2. Identity and Background.
This statement is being filed by FMR Corp., a Massachusetts
Corporation ("FMR"). FMR is a holding company one of whose
principal assets is the capital stock of a wholly-owned
subsidiary, Fidelity Management & Research Company ("Fidelity"),
which is also a Massachusetts corporation. Fidelity is an
investment advisor which is registered under Section 203 of the
Investment Advisors Act of 1940 and which provides investment
advisory services to more than 30 investment companies which are
registered under Section 8 of the Investment Company Act of 1940
and serves as investment advisor to certain other funds which are
generally offered to limited groups of investors (the "Fidelity
Funds"). Fidelity Management Trust Company ("FMTC"), a wholly-
owned subsidiary of FMR Corp. and a bank as defined in Section
3(a)(6) of the Securities Exchange Act of 1934, serves as trustee
or managing agent for various private investment accounts,
primarily employee benefit plans and serves as investment adviser
to certain other funds which are generally offered to limited
groups of investors (the "Accounts"). Various directly or
indirectly held subsidiaries of FMR are also engaged in
investment management, venture capital asset management,
securities brokerage, transfer and shareholder servicing and real
estate development. The principal offices of FMR, Fidelity, and
FMTC are located at 82 Devonshire Street, Boston, Massachusetts
02109.
Members of the Edward C. Johnson 3d family are the
predominant owners of Class B shares of common stock of FMR
representing approximately 49% of the voting power of FMR. Mr.
Johnson 3d owns 12.0% and Abigail Johnson owns 24.5% of the
aggregate outstanding voting stock of FMR. Mr. Johnson 3d is the
Chairman of FMR. The Johnson family group and all other Class B
shareholders have entered into a shareholders' voting agreement
under which all Class B shares will be voted in accordance with
the majority vote of Class B shares. Accordingly, through their
ownership of voting common stock and the execution of the
shareholders' voting agreement, members of the Johnson family may
be deemed, under the Investment Company Act of 1940, to form a
controlling group with respect to FMR. The business address and
principal occupation of Mr. Johnson 3d is set forth in Schedule A
hereto.
The Shares to which this statement relates are owned
directly by ten of the Fidelity Funds, and seven of the Accounts.
The name, residence or business address, principal
occupation or employment and citizenship of each of the executive
officers and directors of FMR are set forth in Schedule A hereto.
Within the past five years, none of the persons named in
this Item 2 or listed on Schedule A has been convicted in any
criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to any civil proceeding and as
a result thereof was or is subject to any judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to federal or state securities laws
or finding any violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The Fidelity Funds expect to receive 8,435,090, Shares of
common stock pursuant to the Company's Fourth Amended Plan of
Reorganization filed under Chapter 11 of the United States
Bankruptcy Code (the "Plan"). The number of Shares to be
received is subject to adjustment under the Plan. The Fidelity
Funds have not as of the date of this report received any Shares.
The Shares will be received in partial exchange for certain of
the Company's debt securities and bank debt.
The Accounts expect to receive 5,407,707 Shares of common
stock pursuant to the Plan. The number of Shares to be received
is subject to adjustment under the Plan. The Accounts have not
as of the date of this report received any Shares. The Shares
will be received in partial exchange for certain of the Company's
debt securities and bank debt.
These numbers set forth above do not include those Shares
expected to be received by Fidelity Funds or Accounts with
respect to which, as of March 1, 1996, the reporting person has
no beneficial ownership as described in Item 5(c) below.
Item 4. Purpose of Transaction.
The Fidelity Funds and Accounts expect to receive the Shares
pursuant to the Company's Plan, in addition to cash and debt
securities, in exchange for debt securities and bank debt held by
the Fidelity Funds and Accounts.
Fidelity intends to review continuously the equity position
of the Fidelity Funds and Accounts in the Company. Depending
upon future evaluations of the business prospects of the Company
and upon other developments, including, but not limited to,
general economic and business conditions and money market and
stock market conditions, Fidelity may decrease the equity
interest in the Company by disposing of all or a portion of the
Shares.
Neither Fidelity nor FMTC has any present plan or proposal
which relates to or would result in (i) an extraordinary
corporate transaction, such as a merger, reorganization,
liquidation, or sale of transfer of a material amount of assets
involving the Company or any of its subsidiaries, (ii) any change
in the Company's present Board of Directors or management, (iii)
any material changes in the Company's present capitalization or
dividend policy or any other material change in the Company's
business or corporate structure, (iv) any change in the Company's
charter or by-laws, or (v) the Company's common stock becoming
eligible for termination of its registration pursuant to Section
12(g)(4) of the 1934 Act.
Item 5. Interest in Securities of Issuer.
FMR, Fidelity, and FMTC, beneficially own all 13,842,797
Shares.
(a) FMR beneficially owns, through Fidelity, as investment
advisor to the Fidelity Funds, 8,435,090 Shares, or approximately
14.06% of the outstanding Shares of the Company, and through
FMTC, the managing agent for the Accounts, 5,407,707 Shares, or
approximately 9.01% of the outstanding Shares of the Company.
Neither FMR, Fidelity, FMTC, nor any of its affiliates nor, to
the best knowledge of FMR, any of the persons named in Schedule A
hereto, beneficially owns any other Shares. The combined
holdings of FMR, Fidelity, and FMTC, are 13,842,797 Shares, or
approximately 23.07% of the outstanding Shares of the Company.
(b) FMR, through is control of Fidelity, investment advisor
to the Fidelity Funds, and the Funds each has sole power to
dispose of the Shares. Neither FMR nor Mr. Johnson has the sole
power to vote or direct the voting of the 8,435,090 Shares owned
directly by the Fidelity Funds, which power resides with the
Funds' Boards of Trustees. Fidelity carries out the voting of
the Shares under written guidelines established by the Funds'
Board of Trustees. FMR, through its control of FMTC, investment
manager to the Accounts, and the Accounts each has sole
dispositive power over 5,407,707 Shares and sole power to vote or
to direct the voting of 4,744,419 Shares, and no power to vote or
to direct the voting of 663,288 Shares owned by the Accounts.
(c) The number of Shares beneficially owned set forth above
does not include approximately 1,432,387 Shares with respect to
which, as of March 1, 1996, the reporting person had no
beneficial ownership. On March 1, 1996, there was (i) a
termination of the reporting person's interest in two Accounts
and a Fidelity Fund (a private investment partnership) and (ii) a
termination of investment management agreements FMTC and Fidelity
had with such Account(s) and Fidelity Fund, respectively. Such
Accounts and Fidelity Fund had expected to receive approximately
1,432,387 Shares in the aggregate.
(d) Except as set forth in Schedule B, neither FMR, or any
of its affiliates, nor, to the best knowledge of FMR, any of the
persons named in Schedule A hereto has effected any transaction
in Shares during the past sixty (60) days.
Item 6. Contract, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
DDJ Capital Management, LLC or an affiliate of such company
("DDJ"), provides investment advisory consulting services for
FMTC's use in connection with FMTC's investment management of two
Accounts. DDJ is not a direct or indirect subsidiary or
affiliate of FMR Corp. or FMTC; DDJ has no shared or sole voting
or dispositive power or any other investment discretion with
respect to such securities or any other securities owned by
Accounts managed by FMTC.
As contemplated by the Plan, the Company and the Fidelity
Funds and Accounts that will receive the Shares are parties to a
Registration Rights Agreement dated February 12, 1996 obligating
the Company to register future sales of the Shares by such
Fidelity Funds and Accounts under the Securities Act of 1933, as
amended.
In connection with the Plan, (I) the Securities and Exchange
Commission granted Fidelity and FMTC an exemption from the
provisions of the Public Utility Holding Company Act for a three
year period, and (ii) the New Mexico Public Utility Commission
issued a Final Order in connection with the Fidelity Funds' and
Accounts' ownership of the Shares. In connection therewith,
Fidelity and FMTC represented that they anticipated that its
aggregate beneficial ownership will be less than 10% within a
three year period.
Except as may otherwise be described herein, neither FMR nor
any of its affiliates nor, to the best knowledge of FMR, any of
the persons named in Schedule A hereto has any joint venture,
finder's fee, or other contract or arrangement with any person
with respect to any securities of the Company.
The Funds and Accounts may from time to time own debt
securities issued by the Company or its direct or indirect
subsidiaries, and may from time to time purchase and/or sell such
debt securities.
Item 7. Material to be Filed as Exhibits.
This statement speaks as of its date except as otherwise
expressly set forth herein, and no inference should be drawn that
no change has occurred in the facts set forth herein after the
date hereof.
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.
FMR Corp.
DATE: March 22, 1996 By: /s/Frank
V. Knox
Frank V. Knox
Compliance Officer
SCHEDULE A
The name and present principal occupation or employment of
each executive officer and director of FMR Corp. are set forth
below. The business address of each person is 82 Devonshire
Street, Boston, Massachusetts 02109, and the address of the
corporation or organization in which such employment is conducted
is the same as his business address. All of the persons listed
below are U.S. citizens.
POSITION WITH
PRINCIPAL
NAME FMR CORP. OCCUPATION
Edward C. Johnson 3d President,
Chairman of the
Director, CEO Board and CEO, FMR
Chairman &
Mng. Director
J. Gary Burkhead Director President-Fidelity
Caleb Loring, Jr. Director, Director, FMR
Mng. Director
James C. Curvey Director, Sr. V.P., FMR
Sr. V.P.
William L. Byrnes Vice Chairman Vice Chairman, FIL
Director & Mng.
Director
Abigail P. Johnson Director Portfolio Mgr -
Fidelity
Management &
Research
Company
Robert C. Pozen Sr. V.P. & Gen'l Sr. V.P. & Gen'l
Counsel Counsel, FMR
David C. Weinstein Sr. Vice President Sr. Vice President
Administration Administration
Gerald M. Lieberman Sr. Vice Pres. - Sr. Vice Pres. -
Chief Financial Chief Financial
Officer Officer
