<PAGE>
File No. _______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-3A-2
Statement by Holding Company Claiming Exemption Under Rule U-3A-2 from the
Provisions of the Public Utility Holding Company Act of 1935
To be Filed Annually Prior to March 1
--------------------------
UNISOURCE ENERGY CORPORATION
hereby files with the Securities and Exchange Commission, pursuant to Rule
2, its statement claiming exemption as a holding company from the provisions
of the Public Utility Holding Company Act of 1935, and submits the following
information:
1. Name, State of organization, location and nature of business of
claimant and every subsidiary thereof, other than any exempt wholesale
generator (EWG) or foreign utility company in which claimant directly or
indirectly holds an interest.
UniSource Energy Corporation ("UniSource") was incorporated under the laws
of the State of Arizona and is a holding company organized to acquire and
hold the securities of other corporations. On January 1, 1998, UniSource
and Tucson Electric Power Company ("TEP") completed a statutory share
exchange (the "Share Exchange"), pursuant to which the outstanding common
stock of TEP was exchanged, on a share-for-share basis, for shares of
UniSource common stock, no par value. As a result of the Share Exchange,
TEP became, and is now, a wholly-owned subsidiary of UniSource.
Following the Share Exchange, UniSource acquired from TEP all of the
outstanding stock of MEH Corporation.
UniSource controls, directly or indirectly, fifty percent (50%) or more of
the "voting securities" of the following subsidiaries:
I. TEP was incorporated under the laws of the State of Arizona and is a
wholly-owned subsidiary of UniSource. TEP was organized as an operating
public utility engaged in the generation, purchase, transmission,
distribution and sale of electricity to retail customers in the City of
Tucson, Arizona, and the surrounding area and to wholesale customers. TEP
holds the stock of Escavada Company, San Carlos Resources Inc. ("San
Carlos"), Sierrita Resources Inc., Tucson Resources Inc. and Tucsonel Inc.
A. Escavada Company was incorporated under the laws of the State of
Arizona and is a wholly-owned subsidiary of TEP engaged in the business of
maintaining miscellaneous assets and property.
B. San Carlos was incorporated under the laws of the State of Arizona
and is a wholly-owned subsidiary of TEP. San Carlos holds the title to Unit
No. 2 of the Springerville Generating Station, a generating facility in
commercial operation located in Apache County, Arizona, and is the lessee,
jointly and severally with TEP, of an undivided one-half interest in all
facilities and personal property used in common between Unit No. 1 and Unit
No. 2 of the Springerville Generating Station. San Carlos is not the
operator of Unit No. 2 or any of such common facilities.
C. Sierrita Resources Inc. was incorporated under the laws of the State of
Delaware and is a wholly-owned subsidiary of TEP. Sierrita Resources Inc.
was formed primarily to invest in financial assets.
1. Santa Cruz Resources Inc. was incorporated under the laws of
the State of Delaware and is a wholly-owned subsidiary of Sierrita Resources
Inc. Santa Cruz Resources Inc. holds an investment in a financial service
company.
D. Tucson Resources Inc. was incorporated under the laws of the State
of Delaware and is a wholly-owned subsidiary of TEP. Tucson Resources Inc.
was organized primarily to invest in financial assets.
1. Sabino Investing Inc. was incorporated under the laws of the
State of Delaware and is a wholly-owned subsidiary of Tucson Resources Inc.
Sabino Investing Inc. holds certain real estate assets.
E. Tucsonel Inc. was incorporated under the laws of the State of
Arizona and is a wholly-owned subsidiary of TEP. Tucsonel Inc. is presently
inactive.
II. MEH Corporation was incorporated under the laws of the State of
Arizona and is a wholly-owned subsidiary of UniSource. MEH Corporation was
organized to hold the stock of Advanced Energy Technologies, Inc.,
Millennium Energy Holdings, Inc., Nations Energy Corporation and Southwest
Energy Solutions, Inc.
A. Advanced Energy Technologies, Inc. (formerly known as TEP Solar
Energy Corporation) was incorporated under the laws of the State of Arizona
and is a wholly-owned subsidiary of MEH Corporation. Advanced Energy
Technologies, Inc. was organized to develop certain distributed energy
projects, as well as renewable energy sources.
1. Global Solar Energy, L.L.C. was formed under the laws of the
State of Arizona and is fifty percent (50%) owned by Advanced Energy
Technologies, Inc. Global Solar Energy, L.L.C. was organized for the
purpose of engaging in the manufacture and sale of thin film photovoltaic
modules for distributed energy applications.
B. Millennium Energy Holdings, Inc. was incorporated under the laws of
the State of Arizona and is a wholly-owned subsidiary of MEH Corporation.
Millennium Energy Holdings, Inc. was organized to hold UniSource's interest
in New Energy Ventures, L.L.C.
1. New Energy Ventures, L.L.C. was formed under the laws of the
State of Arizona and is fifty percent (50%) owned by Millennium Energy
Holdings, Inc. New Energy Ventures, L.L.C. was organized for the purpose of
being a buyer's agent that unites major energy consumers to secure the
lowest cost and most reliable electricity supplies available.
a. NEV California, L.L.C. was formed under the laws of the State
of Arizona and is a wholly-owned subsidiary of New Energy Ventures, L.L.C.
NEV California, L.L.C. was organized for the purpose of being a buyer's
agent that unites major energy consumers to secure the lowest cost and most
reliable electricity supplies available.
b. NEV East, L.L.C. was formed under the laws of the State of
Arizona and is a wholly-owned subsidiary of New Energy Ventures, L.L.C. NEV
East, L.L.C. was organized for the purpose of being a buyer's agent that
unites major energy consumers to secure the lowest cost and most reliable
electricity supplies available.
c. NEV Midwest, L.L.C. was formed under the laws of the State of
Arizona and is a wholly-owned subsidiary of New Energy Ventures, L.L.C. NEV
Midwest, L.L.C. was organized for the purpose of being a buyer's agent that
unites major energy consumers to secure the lowest cost and most reliable
electricity supplies available.
d. NEV Technologies, L.L.C. was formed under the laws of the
State of Arizona and is a wholly-owned subsidiary of New Energy Ventures,
L.L.C. NEV Technologies, L.L.C. was organized to market, own and operate
distributed generation systems. NEV Technologies, L.L.C. does not currently
own or operate any distributed generation systems.
C. Nations Energy Corporation was incorporated under the laws of the
State of Arizona and is a wholly-owned subsidiary of MEH Corporation.
Nations Energy Corporation was organized to develop and invest in
independent power projects, including QFs, EWGs and FUCOs, located in the
United States and abroad.
1. Nations-Colorado Energy Corporation was incorporated under
the laws of the State of Delaware and is a wholly-owned subsidiary of
Nations Energy Corporation. Nations-Colorado Energy Corporation holds a
general and limited partnership interest in a partnership which in turn owns
and operates an electric and thermal energy generating facility serving
Coors Brewing Company in Golden, Colorado. The facility is a "qualifying
facility" under the Public Utility Regulatory Policies Act of 1978.
2. Nations Energy Holland Holding B.V. was formed under the laws
of the Netherlands and is a wholly-owned subsidiary of Nations Energy
Corporation. Nations Energy Holland Holding B.V. was organized for the
purpose of investing in international independent power projects.
a. Nations Kladno B.V. was formed under the laws of the
Netherlands and is a wholly-owned subsidiary of Nations Energy Holland
Holding B.V. Nations Kladno B.V. was organized for the purpose of holding
an interest in an independent power project in the Czech Republic.
b. Nations Kladno II B.V. was formed under the laws of the
Netherlands and is a wholly-owned subsidiary of Nations Energy Holland Holding
B.V. Nations Kladno II B.V. was organized for the purpose of holding an
interest in an independent power project in the Czech Republic.
3. Nations International Ltd. was incorporated under the laws of the
Cayman Islands and is a wholly-owned subsidiary of Nations Energy
Corporation. Nations International Ltd. was organized for the purpose of
investing in international independent power projects.
a. Biomasa Generacion, S. de R.L. de C.V. was formed under the laws of
Honduras and is ninety-one percent (91%) owned by Nations International Ltd.
Biomasa Generacion, S. de R.L. de C.V. was organized for the purpose of
developing and owning biomass-fueled non-utility generating projects in
Honduras. At the appropriate time, Biomasa Generacion, S. de R.L. de C.V.
anticipates filing an EWG or foreign utility company application for any
such projects that are constructed in Honduras.
b. Nations BioGen Ltd. was incorporated under the laws of the Cayman
Islands and is a wholly-owned subsidiary of Nations International Ltd.
Nations BioGen Ltd. was organized for the purpose of investing in
international independent power projects.
c. Nations Curacao Ltd. was incorporated under the laws of the Cayman
Islands and is a wholly-owned subsidiary of Nations International Ltd.
Nations Curacao Ltd. was organized for the purpose of investing in
international independent power projects.
d. Suministradora de Materials Organicos, S.R.L. de C.V. was formed
under the laws of Honduras and is ninety-one percent (91%) owned by Nations
International Ltd. Suministradora de Materials Organicos, S.R.L. de C.V.
was organized for the purpose of administering fuel supply to biomass
projects in Honduras.
D. Southwest Energy Solutions, Inc. was incorporated under the laws of
the State of Arizona and is a wholly-owned subsidiary of MEH Corporation.
Southwest Energy Solutions, Inc. was organized for the purpose of supplying
a variety of ancillary "beyond the meter" energy products and services to
retail electric customers.
1. SWPP Investment Company was incorporated under the laws of
the State of Arizona and is a wholly-owned subsidiary of Southwest Energy
Solutions, Inc. SWPP Investment Company was organized for the purpose of
manufacturing and selling concrete utility products.
a. Sentinel Concrete Utility Poles, L.L.C. was formed under the
laws of the State of Arizona and is fifty percent (50%) owned by SWPP
Investment Company. Sentinel Concrete Utility Poles, L.L.C. was organized
for the purpose of marketing and distributing concrete utility poles and
products.
b. SWPP International Ltd. was incorporated under the laws of
the Cayman Islands and is a wholly-owned subsidiary of SWPP Investment
Company. SWPP International Ltd. was organized to invest in a Mexican joint
venture(s) related to the manufacturing and selling of concrete utility
poles.
(1) Productos de Concreto Internacionales, S. de R.L. de
C.V. was formed under the laws of Mexico and is fifty percent (50%) owned by
SWPP International Ltd. Productos de Concreto Internacionales, S. de R.L.
de C.V. was organized for the purpose of manufacturing and selling of
concrete utility poles and products.
UniSource controls, directly or indirectly, less than ten percent (10%) of
the "voting securities" of the following companies: None.
2. A brief description of the properties of claimant and each of its
subsidiary public utility companies used for the generation, transmission
and distribution of electric energy for sale, or for the production,
transmission and distribution of natural or manufactured gas, indicating
the location of principal generating plants, transmission lines, producing
fields, gas manufacturing plants, and electric and gas distribution
facilities, including all such properties which are outside the State in
which claimant and its subsidiaries are organized and all transmission or
pipelines which deliver or receive electric energy or gas at the borders
of such State.
UniSource does not directly own any property used for the generation,
transmission and distribution of electric energy for sale, or for the
production, transmission and distribution of natural or manufactured gas.
As of December 31, 1997, TEP owned or participated in an overhead electric
transmission and distribution system consisting of 511 circuit-miles of 500
kV lines, 1,122 circuit-miles of 345 kV lines, 350 circuit-miles of 138 kV
lines, 440 circuit-miles of 46 kV lines and 9,643 circuit-miles of lower
voltage primary lines. The underground electric distribution system is
comprised of 5,071 cable miles. Approximately twenty-four percent (24%) of
the poles upon which the lower voltage lines are located are not owned by
TEP. Electric substation capacity associated with the above-described
electric system consisted of 173 substations with a total installed
transformer capacity of 5,329,605 kVA. The above facilities are all located
in Arizona except for certain transmission lines consisting of 560 circuit-
miles of 345 kV in which TEP has a fractional undivided interest and which
are located in the State of New Mexico and deliver electric energy to TEP's
Arizona transmission lines at the Arizona-New Mexico border.
Except as otherwise noted, TEP owns or has a leasehold interest in the
following generating stations:
Net
Generating Capability Operating TEP's Share
Source Location MW Agent % MW
- ------------------ ---------------- -------- -------- ------- -------
San Juan Station #1 Farmington, NM 316 PNM 50.0 158
San Juan Station #2 Farmington, NM 312 PNM 50.0 156
Navajo Station #1 Page, AZ 750 SRP 7.5 56
Navajo Station #2 Page, AZ 750 SRP 7.5 56
Navajo Station #3 Page, AZ 750 SRP 7.5 56
Four Corners
Station #4 Farmington, NM 784 APS 7.0 55
Four Corners
Station #5 Farmington, NM 784 APS 7.0 55
Irvington Station Tucson, AZ 422 TEP 100.0 422
Internal Combustion
Turbines Tucson, AZ 218 TEP 100.0 218
Springerville
Generating
Station #1 Springerville, AZ 380 TEP 100.0 380
Springerville
Generating
Station #2 1 Springerville, AZ 380 TEP 100.0 380
TOTAL 1,992
(1) Title to Springerville #2 is held by San Carlos
The electric generating stations, TEP's general office building, operating
headquarters, the warehouse, service center and the electric distribution
and electric transmission facilities owned by TEP are located in Arizona,
except as otherwise noted. TEP, individually and in conjunction with Public
Service Company of New Mexico in connection with the San Juan Station, has
acquired easements and leases for transmission lines and a water diversion
facility located on the Navajo Indian Reservation. TEP has also acquired
easements for transmission facilities, related to the San Juan and Navajo
Generating Stations, across the Zuni, Navajo and Tohono O'Odham Indian
Reservations.
Various undivided interests in the common facilities at the Irvington
Generating Station which serve Unit 4 were sold and are leased back by TEP.
The fifty percent (50%) undivided interest of San Carlos in the common
facilities at the Springerville Generating Station were sold by San Carlos
and leased back by TEP and San Carlos, jointly and severally. The coal-
handling facilities at the Springerville Generating Station were sold and
are leased back by TEP. Effective December 15, 1992, TEP assumed the
obligation of Century Power Corporation as Lessee under a sale and leaseback
of Springerville Unit 1 and an undivided fifty percent (50%) interest in the
facilities common to Unit 1 and Unit 2. San Carlos holds title to Unit 2 of
the Springerville Generating Station.
3. The following information for the last calendar year with respect to
claimant and each of its subsidiary public utility companies:
a. Number of kWh of electric energy sold (at retail or wholesale), and
Mcf of natural or manufactured gas distributed at retail.
Electricity Gas
----------------------- ------------------
UniSource None None
TEP 10,899,868,000 None
San Carlos None None
b. Number of kWh of electric energy and Mcf of natural or manufactured gas
distributed at retail outside the State in which each company is organized.
None.
c. Number of kWh of electric energy and Mcf of natural or manufactured
gas sold at wholesale outside the State in which each such company is
organized, or at the State line.
Electricity Gas
------------------------ ------------------
UniSource None None
TEP 2,189,832,000 None
San Carlos None None
d. Number of kWh of electric energy and Mcf of natural or manufactured
gas purchased outside the State in which each such company is organized or
at the State line.
Electricity Gas
------------------------ ------------------
UniSource None None
TEP 1,157,025,000 None
San Carlos None None
4. The following information for the reporting period with respect to
claimant and each interest it holds directly or indirectly in an EWG or a
foreign utility company, stating monetary amounts in United States
dollars:
a. Name, location, business address and description of the facilities used
by the EWG or foreign utility company for the generation, transmission and
distribution of electric energy for sale or for the distribution at retail
of natural or manufactured gas.
Inapplicable.
b. Name of each system company that holds an interest in such EWG or
foreign utility company; and description of the interest held.
Inapplicable.
c. Type and amount of capital invested, directly or indirectly, by the
holding company claiming exemption; any direct or indirect guarantee of the
security of the EWG or foreign utility company by the holding company
claiming exemption; and any debt or other financial obligation for which
there is recourse, directly or indirectly, to the holding company claiming
exemption or another system company, other than the EWG or foreign utility
company.
Inapplicable.
d. Capitalization and earnings of the EWG or foreign utility company
during the reporting period.
Inapplicable.
e. Identify any service, sales or construction contract(s) between the EWG
or foreign utility company and a system company, and describe the services
to be rendered or goods sold and fees or revenues under such agreement(s).
Inapplicable.
EXHIBIT A
A consolidating statement of income and surplus of the claimant and its
subsidiary companies for the last calendar year, together with a
consolidating balance sheet of claimant and its subsidiary companies as of
the close of such calendar year.
UniSource became the holding company of TEP pursuant to a statutory share
exchange effective January 1, 1998. Due to the proximity of the date of
this filing to December 31, 1997, financial statements as at, and for
periods ended on, that date are not yet available. The claimant hereby
undertakes to file required financials statement by amendment prior to March
1, 1998.
The above-named claimant has caused this statement to be duly executed on
its behalf by its authorized officer on this 30th day of January, 1998.
UNISOURCE ENERGY CORPORATION
By: Karen G. Kissinger
---------------------------------------------
Karen G. Kissinger
Vice President & Controller
CORPORATE SEAL
Attest:
- ---------------------------
Name, title and address of officer to whom notices and correspondence
concerning this statement should be addressed: Dennis R. Nelson, Vice
President, General Counsel and Corporate Secretary, UniSource Energy
Corporation, 220 West Sixth Street, Tucson, Arizona 85701.
EXHIBIT B
The claimant hereby undertakes to file the required Financial Data
Schedule by amendment prior to March 1, 1998.
EXHIBIT C
An organizational chart showing the relationship of each EWG or foreign
utility company to associate companies in the holding company system.
Not applicable.
