SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13G*
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
El Paso Electric Company
(Name of Issuer)
Common Stock
(Title of Class of Securities)
283677854
(CUSIP Number)
December 31, 1998
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule 13G is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
(Page 1 of 10 Pages)
________________
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934 ("Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
CUSIP No. 283677854 13G Page 2 of 10 Pages
____________________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Highfields Associates LLC
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
789,244
OWNED BY ___________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
789,244
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
789,244
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
1.31%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
CO
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 283677854 13G Page 3 of 10 Pages
____________________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Highfields Capital Management LP
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
3,134,056
OWNED BY ___________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
3,134,056
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
3,134,056
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
5.20%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
PN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 283677854 13G Page 4 of 10 Pages
____________________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Richard L. Grubman
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_____________________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
3,923,300
OWNED BY ___________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
3,923,300
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
3,923,300
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
6.51%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 283677854 13G Page 5 of 10 Pages
____________________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Jonathon S. Jacobson
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_____________________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
3,923,300
OWNED BY ___________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
3,923,300
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
3,923,300
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
6.51%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 283677854 13G Page 6 of 10 Pages
Item 1(a). Name of Issuer:
The name of the issuer is El Paso Electric Company (the "Company").
Item 1(b). Address of Issuer's Principal Executive Offices:
The Company's principal executive offices are located at Kayser Center,
100 North Stanton, El Paso, Texas 79901
Item 2(a). Name of Person Filing:
This statement is filed by:
(i) Highfields Associates LLC, a limited liability company
organized under the laws of the State of Delaware ("Highfields
Associates"), with respect to the shares of Common Stock directly
owned by the two limited partnerships organized under the laws
of the State of Delaware for which it serves as the general
partner: Highfields Capital I LP ("Highfields I") and Highfields
Capital II LP ("Highfields II");
(ii) Highfields Capital Management LP, a limited partnership organized
under the laws of the State of Delaware ("Highfields Capital"),
which serves as investment manager to Highfields Capital Ltd.
a company organized under the laws of the Cayman Islands, B.W.I.
("Highfields Ltd.") with respect to the shares of Common Stock
directly owned by Highfields Ltd.;
(iii) Mr. Richard L. Grubman ("Mr. Grubman") with respect to the
shares of Common Stock directly owned by each of Highfields I,
Highfields II and Highfields Ltd. Mr. Grubman is a Managing
Member of Highfields GP LLC, a Delaware limited liability
company, which is the general partner of Highfields Capital, and
in that capacity directs its operations; and
(iv) Mr. Jonathon S. Jacobson ("Mr. Jacobson") with respect to the
shares of Common Stock directly owned by each of
Highfields I, Highfields II and Highfields Ltd. Mr. Jacobson
is a Managing Member of Highfields GP LLC, a Delaware limited
liability company, which is the general partner of Highfields
Capital, and in that capacity directs its operations.
The foregoing persons are hereinafter collectively
referred to as the "Reporting Persons." Any disclosures
herein with respect to persons other than the Reporting
Persons are made on information and belief after making inquiry
to the appropriate party.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the business office of each of the Reporting Persons is 200
Clarendon Street, 51st Floor, Boston MA 02117.
Item 2(c). Citizenship:
<PAGE>
CUSIP No. 283677854 13G Page 7 of 10 Pages
Highfields I, Highfields II and Highfields Capital are limited
partnerships organized under the laws of the State of Delaware. Highfields
Associates is a limited liability company organized under the laws of the State
of Delaware. Messrs. Grubman and Jacobson are United States citizens.
Item 2(d). Title of Class of Securities:
Common Stock, no par (the "Common Stock").
Item 2(e). CUSIP Number: 283677854
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or
(c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the
Act,
(b) [ ] Bank as defined in Section 3(a)(6) of the Act,
(c) [ ] Insurance Company as defined in Section 3(a)(19) of
the Act,
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act of 1940,
(e) [ ] Investment Adviser in accordance with Rule
13d-1(b)(1)(ii)(E),
(f) [ ] Employee Benefit Plan or Endowment Fund in accordance with
13d-1 (b)(1)(ii)(F),
(g) [ ] Parent Holding Company or control person in accordance
with Rule 13d-1 (b)(1)(ii)(G),
(h) [ ] Savings Association as defined in Section 3(b) of the
Federal Deposit Insurance Act,
(i) [ ] Church Plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act of 1940,
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. [X]
Item 4. Ownership.
<PAGE>
CUSIP No. 283677854 13G Page 8 of 10 Pages
A. Highfields Associates LLC
(a) Amount beneficially owned: 789,244
(b) Percent of class: 1.31%
(c)(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 789,244
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 789,244
Highfields Capital I LP; Amount beneficially owned: 268,354. Highfields
Capital II LP; Amount beneficially owned: 520,890
B. Highfields Capital Management, LP
(a) Amount beneficially owned: 3,134,056
(b) Percent of class: 5.20%
(c)(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 3,134,056
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 3,134,056
C. Mr. Richard L. Grubman
(a) Amount beneficially owned: 3,923,300
(b) Percent of class: 6.51%
(c)(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 3,923,300
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 3,923,300
D. Mr. Jonathon S. Jacobson
(a) Amount beneficially owned: 3,923,300
(b) Percent of class: 6.51%
(c)(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 3,923,300
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 3,923,300
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
<PAGE>
CUSIP No. 283677854 13G Page 9 of 10 Pages
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Highfields Associates, the general partner of Highfields I and Highfields
II, has the power to direct the affairs of Highfields I and Highfields II,
including decisions respecting the receipt of dividends from and the proceeds
from the sale of Common Stock. The client of Highfields Capital, Highfields
Ltd., has the power to direct the receipt of dividends from and the proceeds
from the sale of Common Stock. Messrs. Grubman and Jacobson are the Managing
Members of Highfields Associates and Highfields GP LLC, a Delaware limited
liability company which is the general partner of Highfields Capital, and in
those capacities direct their respective operations.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Please see item 2(a).
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Each of the Reporting Persons hereby makes the following certification:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control
of the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or
effect.
<PAGE>
CUSIP No. 283677854 13G Page 10 of 10 Pages
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
DATED: ________________, 1999
/s/ Richard L. Grubman
Richard Grubman, individually, and as
managing member of Highfields Associates LLC,
and Highfields GP LLC, the
general partner of
Highfields Capital Management LP.
/s/ Jonathon S. Jacobson
Jonathon Jacobson, individually, and as
managing member of Highfields Associates LLC,
and Highfields GP LLC, the
general partner of
Highfields Capital Management LP.
<PAGE>
