SCHEDULE 13D
Amendment No. 10
El Paso Electric Company
Common Stock
Cusip # 283677854
Cusip # 283677854
Item 1: Reporting Person - FMR Corp. - (Tax ID: 04-2507163)
Item 4: PF
Item 6: Commonwealth of Massachusetts
Item 7: 978,472
Item 8: None
Item 9: 6,502,476
Item 10: None
Item 11: 6,502,476
Item 13: 10.79%
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.
Item 2 is amended as follows:
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 two of the Fidelity Funds, and six 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.
Item 3 is amended as follows:
The Fidelity Funds received 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 received were subject to
adjustment under the Plan. The Shares received were in partial
exchange for certain of the Company's debt securities and bank
debt.
The Accounts received Shares of common stock pursuant to
the Plan. The number of Shares received were subject to
adjustment under the Plan. The Shares received were in partial
exchange for certain of the Company's debt securities and bank
debt.
Proceeds from 4,838,175 Shares sold by the Funds aggregated
approximately $29,356,238.
Proceeds from 4,303,384 Shares sold by the Accounts
aggregated approximately $29,500,106. The attached Schedule B
sets forth Shares purchased and/or sold since February 27, 1998.
Item 4. Purpose of Transaction.
Item 4 is amended as follows:
The Fidelity Funds and Accounts received 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 and FMTC, respectively, intend 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 determine to cease making additional purchases of
Shares or to increase or decrease the equity interest in the
Company by acquiring additional Shares, or 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.
Item 5 is amended as follows:
FMR, Fidelity, and FMTC, beneficially own all 6,502,476
Shares.
(a) FMR beneficially owns, through Fidelity, as investment
advisor to the Fidelity Funds, 5,412,213 Shares, or approximately
8.98% of the outstanding Shares of the Company, and through FMTC,
the managing agent for the Accounts, 1,090,263 Shares, or
approximately 1.81% 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 6,502,476 Shares, or
approximately 10.79% 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 5,412,213 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 1,090,263 Shares and sole power to vote or
to direct the voting of 978,472 Shares, and no power to vote or
to direct the voting of 111,791 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 shares or sole voting
or dispositive power or any other investment discretion with
respect to such 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 Holdings 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, 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 261998 By: /s/Eric D. Roiter
Eric D. Roiter
V.P. & General Counsel - FMR
Co.
Duly authorized under Powers
of Attorney dated
December 30, 1997, by and on
behalf of FMR
Corp. and its direct and
indirect subsidiaries
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
Corp.
Chairman &
Mng. Director
J. Gary Burkhead Director and Vice Chairman President,
Fidelity Investments
Institutional
Services
Company, Inc.
James C. Curvey Director, Vice Chairman, Chief Operating
Officer, FMR
Chief Operating Officer
William L. Byrnes Director & Mng. Vice Chairman, FIL
Director
Abigail P. Johnson Director Associate Director
and Senior Vice President - Fidelity
Management & Research Company
George A. Vanderheiden Director Senior
Vice President,
Fidelity Management
& Research Company
David C. Weinstein Sr. Vice President Sr. Vice President
Administration Administration, FMR
Corp.
Mark A. Peterson Executive Vice President President - Fidelity
Investments Technology &
Processing Group
Gerald M. Lieberman Sr. Vice Pres. - Sr. Vice Pres. -
Chief Financial Chief Financial
Officer Officer, FMR Corp.
SCHEDULE B
El Paso Electric Co.
Two Account(s) sold Shares since February 27, 1997 at the dates
and at the prices set forth below. The transactions were made
for cash in open market transactions or with other investment
companies with the same or an affiliated investment advisor.
DATE SHARES PRICE
03-03-98 30,000 $6.8125
03-05-98 20,000 6.9375
03-06-98 40,021 7.00
03-10-98 96,800 7.125
03-11-98 2,500 7.25
03-12-98 130,400 7.6852
03-16-98 28,800 7.75
03-17-98 30,100 7.90625
03-18-98 138,700 8.0125
03-19-98 113,600 8.0125
