AMENDMENT NO. 1
TO
FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
UNISOURCE ENERGY CORPORATION
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(Exact name of registrant as specified in its charter)
ARIZONA 86-0786732
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
220 WEST SIXTH STREET
TUCSON, ARIZONA 85701
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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COMMON STOCK, NO PAR VALUE NEW YORK STOCK EXCHANGE, INC.
If this form relates to the registration of a class of
securities pursuant to Section 12(b) of the Exchange Act and is
effective pursuant to General Instruction A.(c), check the
following box. [X]
If this form relates to the registration of a class of
securities pursuant to Section 12(g) of the Exchange Act and is
effective pursuant to General Instruction A.(d), please check the
following box. [ ]
Securities Act registration statement file number to which this
form relates: 33-58173
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Securities to be registered pursuant to Section 12(g) of the Act:
N/A
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(Title of Class)
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE
REGISTERED.
The security being registered is the common stock, no
par value (the "Common Stock"), of UniSource Energy Corporation,
an Arizona corporation (the "Company"). The Articles of
Incorporation of the Company authorize the Company to issue
75,000,000 shares of Common Stock.
Dividend Rights. Subject to the limitation, if any,
specified with respect to the preferred stock, or any series
thereof, dividends may be paid on shares of the Common Stock, out
of any funds legally available therefor, when and as declared by
the Company's Board of Directors.
Liquidation Rights. Subject to the limitations, if
any, specified with respect to the preferred stock, or any series
therefor, in the event of any dissolution or other winding up of
the Company, whether voluntary or involuntary, the assets of the
Company available for payment and distribution to shareholders
shall be distributed ratable in accordance with their holders to
the holders of shares of the Common Stock.
Voting Rights. All voting power shall vest exclusively
as the holders of shares of the Common Stock, except as any
statute of the State of Arizona shall expressly provide to the
contrary, and except as and to the extent otherwise specified
with respect to the preferred stock, or any series thereof. Each
holder of the Common Stock shall, in the election of directors
and upon each other matter coming before any meeting of
shareholders, be entitled to one (1) vote for each share of such
stock standing in the name of such holder on the books of the
Company.
Miscellaneous. The Common Stock has no preemptive or
conversion rights or redemption or sinking fund provisions and
the outstanding Common Stock is fully paid and non-assessable.
<PAGE>
ITEM 2. EXHIBITS.
EXHIBIT NO. DESCRIPTION
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1. Registration Statement of the Company on Form S-4
(File No. 33-58173) filed March 22, 1995
incorporated herein by reference thereto.*
2.(a) Restated Articles of Incorporation of the Company
filed on December 17, 1997.*
2.(b) Bylaws of the Company as amended to date.*
3. Specimen certificate of Common Stock.*
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* Filed as exhibit to Form 8-A for UniSource Energy Corporation
filed by EDGAR on December 23, 1997 and incorporated herein by
reference thereto.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
Date: December 30, 1997 UNISOURCE ENERGY CORPORATION
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(Registrant)
By: /s/ Ira R. Adler
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Ira R. Adler
Senior Vice President and
Chief Financial Officer
