Filed pursuant to Rule 424(B)(3)
Registration No. 333-60809
Prospectus Supplement
(To Prospectus dated August 18, 1998)
UNISOURCE ENERGY CORPORATION
OFFER TO EXCHANGE
ANY OR ALL
WARRANTS TO PURCHASE SHARES OF COMMON STOCK OF
TUCSON ELECTRIC POWER COMPANY
FOR
WARRANTS EXPIRING IN 1999 TO PURCHASE SHARES OF COMMON STOCK OF
UNISOURCE ENERGY CORPORATION
AND
WARRANTS EXPIRING IN 2000 TO PURCHASE SHARES OF COMMON STOCK OF
UNISOURCE ENERGY CORPORATION
THE EXCHANGE OFFER HAS BEEN EXTENDED AND WILL EXPIRE AT 5:00 P.M.
NEW YORK CITY TIME, OCTOBER 23, 1998 UNLESS FURTHER EXTENDED
UniSource Energy Corporation, an Arizona corporation (the
"Company"), is offering upon the terms and subject to the
conditions set forth in the Prospectus dated August 18, 1998, as
supplemented hereby, and the accompanying Letter of Transmittal
(the "Letter of Transmittal") to exchange (the "Exchange Offer")
any and all outstanding warrants to purchase shares of common
stock of Tucson Electric Power Company, an Arizona corporation
and wholly-owned subsidiary of the Company ("TEP") (the "TEP
Warrants") for Warrants expiring in 1999 to purchase shares of
common stock (the "Common Stock") of the Company (the "1999 UNS
Warrants") and Warrants expiring in 2000 to purchase shares of
Common Stock of the Company (the "2000 UNS Warrants" and,
together with the 1999 UNS Warrants, the "UNS Warrants").
The following description supplements the description set
forth in the Prospectus dated August 18, 1998 under the captions
"THE EXCHANGE OFFER - Expiration Date" and "- Terms of the
Exchange Offer", to which description reference is hereby made.
The Company is extending the Exchange Offer and will accept
for exchange any and all TEP Warrants which are properly tendered
to The Bank of New York, as Exchange Agent, in the Exchange Offer
prior to 5:00 p.m., New York City time, on October 23, 1998,
unless the Exchange Offer is further extended by the Company at
its sole discretion (if and as extended, the "Expiration Date").
Tenders of TEP Warrants may be withdrawn at any time prior to
5:00 p.m., New York City time, on the Expiration Date. See "THE
EXCHANGE OFFER."
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
5:00 P.M.,NEW YORK CITY TIME ON OCTOBER 23, 1998, UNLESS
THE EXCHANGE OFFER IS FURTHER EXTENDED.
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SEE "RISK FACTORS" ON PAGE 8 FOR A DISCUSSION OF CERTAIN MATTERS
THAT SHOULD BE CONSIDERED IN CONNECTION WITH THE EXCHANGE OFFER
AND AN INVESTMENT IN THE UNS WARRANTS
---------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR BY ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus Supplement is September 22, 1998.
