-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ISDwRhVkpwf5OzItzmcJS3SMk0szhyHl+mZm7tp0M6xmljyplfz5CIVBlj1tR8ik bC9NqfwaN0j+BSpLyHiRQw== 0000950120-05-000167.txt : 20050224 0000950120-05-000167.hdr.sgml : 20050224 20050224142340 ACCESSION NUMBER: 0000950120-05-000167 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050224 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050224 DATE AS OF CHANGE: 20050224 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNISOURCE ENERGY CORP CENTRAL INDEX KEY: 0000941138 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 860786732 STATE OF INCORPORATION: AZ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13739 FILM NUMBER: 05636979 BUSINESS ADDRESS: STREET 1: ONE SOUTH CHURCH AVENUE STREET 2: SUITE 100 CITY: TUCSON STATE: AZ ZIP: 85701 BUSINESS PHONE: 520-571-4000 MAIL ADDRESS: STREET 1: ONE SOUTH CHURCH AVENUE, SUITE 100 STREET 2: P.O. BOX 711 CITY: TUCSON STATE: AZ ZIP: 85702 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TUCSON ELECTRIC POWER CO CENTRAL INDEX KEY: 0000100122 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 860062700 STATE OF INCORPORATION: AZ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05924 FILM NUMBER: 05636980 BUSINESS ADDRESS: STREET 1: ONE SOUTH CHURCH AVENUE STREET 2: SUITE 100 CITY: TUCSON STATE: AZ ZIP: 85701 BUSINESS PHONE: 520-571-4000 MAIL ADDRESS: STREET 1: ONE SOUTH CHURCH AVENUE, SUITE 100 STREET 2: P.O. BOX 711 CITY: TUCSON STATE: AZ ZIP: 85702 FORMER COMPANY: FORMER CONFORMED NAME: TUCSON GAS & ELECTRIC CO /AZ/ DATE OF NAME CHANGE: 19790528 8-K 1 uni8k.txt CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): February 24, 2005 IRS Employer Commission Registrant; State of Incorporation; Identification File Number Address; and Telephone Number Number - ------------ ------------------------------------ --------------- 1-13739 UNISOURCE ENERGY CORPORATION 86-0786732 (An Arizona Corporation) One South Church Avenue, Suite 100 Tucson, AZ 85701 (520) 571-4000 1-5924 TUCSON ELECTRIC POWER COMPANY 86-0062700 (An Arizona Corporation) One South Church Avenue, Suite 100 Tucson, AZ 85701 (520) 571-4000 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 8.01 - OTHER EVENTS - ------------------------ On February 24, 2005, UniSource Energy Corporation ("UniSource Energy") announced that it has priced an offering of $125 million aggregate principal amount of 4.50% Convertible Senior Notes due 2035 through a domestic offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933 (the "Act") and to persons in offshore transactions in reliance on Regulation S under the Act. UniSource Energy has also granted the initial purchasers of the notes a 13-day option to purchase up to an additional $25 million aggregate principal amount of the notes. A copy of the press release announcing the pricing of such offering is included as Exhibit 99.1 hereto and incorporated by reference into this Item 8.01. This Current Report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy any of these securities. The securities have not been registered under the Act or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Act and applicable state laws. ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS - --------------------------------------------- Exhibit 99.1 UniSource Energy Corporation Press Release, dated February 24, 2005 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: February 24, 2005 UNISOURCE ENERGY CORPORATION ------------------------------------ (Registrant) /s/ Kevin P. Larson ------------------------------------ Vice President and Principal Financial Officer Date: February 24, 2005 TUCSON ELECTRIC POWER COMPANY ------------------------------------ (Registrant) /s/ Kevin P. Larson ------------------------------------ Vice President and Principal Financial Officer EX-99 2 ex99_1.txt EX 99.1 - UNISOURCE PRESS RELEASE [GRAPHIC LOGO OMITTED] UNISOURCE ENERGY NEWS FOR IMMEDIATE RELEASE February 24, 2005 Media Contact: Joe Salkowski, (520) 884-3625 Page 1 of 1 Financial Analyst Contact: Jo Smith, (520) 884-3650 UNISOURCE ENERGY ANNOUNCES PRICING OF $125 MILLION CONVERTIBLE SENIOR NOTES OFFERING TUCSON, ARIZ. - UniSource Energy Corporation (NYSE: UNS) announced today that it has priced an offering of $125 million aggregate principal amount of 4.50% Convertible Senior Notes due 2035 through a domestic offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933 (the Act) and to persons in offshore transactions in reliance on Regulation S under the Act. The sale of the notes to the initial purchasers is expected to close on March 1, 2005. Each $1,000 principal amount of notes will be convertible into 26.6667 shares of UniSource Energy common stock at any time, representing a conversion price of approximately $37.50 per share of UniSource Energy common stock, subject to adjustment in certain circumstances. Beginning on March 5, 2010, UniSource Energy will have the option to redeem the notes, in whole or in part, for cash, at a price equal to 100% of the principal amount plus accrued and unpaid interest. Holders of the notes will have the ability to require UniSource Energy to repurchase the notes, in whole or in part, for cash on March 1, 2015, 2020, 2025 and 2030, or if certain specified fundamental changes involving UniSource Energy occur. The repurchase price will be 100% of the principal amount of the notes plus accrued and unpaid interest. UniSource Energy has also granted the initial purchasers a 13-day option to purchase up to an additional $25 million aggregate principal amount of the notes. UniSource Energy intends to use the net proceeds from this offering to repay a UniSource Energy debt obligation in the principal amount of $95 million plus accrued interest to Tucson Electric Power Company (TEP), UniSource Energy's principal subsidiary, and for other general corporate purposes. UniSource Energy expects that TEP will use the proceeds it receives to redeem or repurchase certain of TEP's existing indebtedness through transactions that may include negotiated or market purchases, tender offers and redemptions. TEP has not determined the series of debt to be repaid or repurchased. This announcement is neither an offer to sell nor a solicitation of an offer to buy any of these securities. The securities have not been registered under the Act or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Act and applicable state laws. -----END PRIVACY-ENHANCED MESSAGE-----