As filed with the Securities and Exchange Commission on
July 10, 1997June 6, 2019Registration Statement No. 333-
=================================================================UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------- FORMFormS-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------TUCSON ELECTRIC POWER COMPANY
(Exact Name(Exact name of
Registrantregistrant asSpecifiedspecified inIts Charter) ARIZONA 86-0062700 (State or Other Jurisdictionits charter)
Arizona 86-0062700 (State or other jurisdiction of
incorporation or organization)(IRS Employer
Identification Number)88 E. Broadway Boulevard, Tucson, Arizona, 85701
(520) 571-4000
(Address, including zip code, and telephone number, including area code, of
(I.R.S. Employer Incorporation or Organization) Identification No.) 220 WEST SIXTH STREET TUCSON, ARIZONA 85701 (520) 571-4000 (Address, Including Zip Code,registrant’s principal executive offices)
Todd C. Hixon Esq.
Vice President, General Counsel and Chief Compliance Officer
Tucson Electric Power Company
88 E. Broadway Boulevard
Tucson, Arizona, 85701
(520)571-4000
Frank P. Marino
Senior Vice President and Chief Financial Officer
Tucson Electric Power Company
88 E. Broadway Boulevard
Tucson, Arizona, 85701
(520)571-4000
(Names, addresses, including zip codes, and
Telephone Number, Including Area Code,telephone numbers, including area codes, ofRegistrant's Principal Executive Offices) Dennis R. Nelson, Esq. J. Anthony Terrell, Esq. Tucson Electric Power Companyagents for service)Copies to:
John T. Hood, Esq.
220 West Sixth Street ReidSean M. Donahue, Esq.
Morgan, Lewis &
PriestBockius LLPTucson, Arizona 85701 40 West 57th Street (520) 571-4000101 Park Avenue
New York, New York 10178
(212)
603-2000 (Names, Addresses, Including Zip Codes, and Telephone Numbers, Including Area Codes,309-6281Approximate date of
Agents for Service) --------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC PURSUANT TO THE PLAN:commencement of proposed sale to the public: From time to time after the effective date of this registrationstatement.statement as determined by market conditions and other factors.If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.
[ ]☐If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933,
(the "Securities Act")other than securities offered only in connection with dividend orinterestreinvestment plans, check the following box.[X]☒If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
[ ]☐ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
[ ]☐If
delivery ofthis Form is a registration statement filed pursuant to General Instruction I.D. or a post-effective amendment thereto that shall have become effective upon filing with theprospectus is expected to be madeCommission pursuant to Rule434, please462(e) under the Securities Act, check the following box.[ ] CALCULATION OF REGISTRATION FEE ======================================================================== PROPOSED PROPOSED TITLE OF EACH MAXIMUM MAXIMUM CLASS OF AMOUNT TO OFFERING AGGREGATE AMOUNT OF SECURITIES TO BE REGISTERED PRICE OFFERING REGISTRATION BE REGISTERED (1) PER UNIT PRICE FEE ------------------------------------------------------------------------ Common Stock, 1,000,000 $14.60(2) $14,600,000(2) $4,425 without par Shares value ========================================================================= (1) In addition,☐If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule
416(a)413(b) under the Securities Act,this registration statement also coverscheck the following box. ☐Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☐ Emerging Growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
additional securities to be offerednew orissued in connection with a stock split, stock dividend or similar transaction. (2) Based on the average high and low prices on the composite tape on July 2, 1997,revised financial accounting standards provided pursuant toRule 457(c).Section 7(a)(2)(B) of the Securities Act. ☐CALCULATION OF REGISTRATION FEE
Title of each class of
securities to be registered
Proposed
maximum
aggregate
offering price
Amount of
registration fee(1)Senior Notes
$1,400,000,000 $169,680.00
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”).
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Commission, acting pursuant to said
Sectionsection 8(a), may determine.=================================================================Information contained hereinThe information in this prospectus is
subject to completion or amendment. Anot complete and may be changed. These securities may not be sold until the registration statementrelating to these securities has beenfiled with the Securities and ExchangeCommission. These securitiesCommission is effective.Subject to Completion, dated June 6, 2019
PROSPECTUS
$1,400,000,000
Tucson Electric Power Company
Senior Notes
We may
notperiodically offer our senior notes. We will determine the price and other terms of each series of notes, including whether any series will besold nor may offerssubject tobuy be acceptedredemption prior to maturity, at the time of sale.The notes will be our direct unsecured and unsubordinated general obligations and will rank equally with all of our other existing and future unsecured and unsubordinated debt, will be senior in right of payment to any subordinated debt that we may issue in the
registration statement becomes effective.future and will effectively be junior to any of our existing and future secured debt to the extent of the value of the collateral securing such secured debt. Unless otherwise specified in the applicable prospectus supplement related to a series of notes, no series of notes will be listed on a national securities exchange.We will make interest payments on the notes of each series in the amounts and on the dates specified in the applicable prospectus supplement.
This prospectus
shall not constitute anmay be used to offer and sell series of notes only if accompanied by the prospectus supplement for that series. We will provide the specific information for each offering and the specific terms of the notes being offered, including their offering prices, interest rates and maturities, in a supplement tosellthis prospectus relating to that offering. Supplements may also add, update or change thesolicitationinformation in this prospectus. You should read this prospectus and the applicable supplement carefully before you invest.Investing in the notes involves risks. See “Risk Factors,” beginning on page 1 of
an offer to buythis prospectus.Neither the Securities and Exchange Commission nor
shall there beanysalestate securities commission has approved or disapproved of these securitiesin any jurisdiction in which such offer, solicitation,orsale would be unlawful priordetermined if this prospectus is truthful or complete. Any representation toregistration or qualification underthesecurities laws of any such jurisdiction. SUBJECT TO COMPLETION DATED JULY 10, 1997 P R O S P E C T U S TUCSON ELECTRIC POWER COMPANY INVESTMENT PLUS PLAN 1,000,000 SHARES COMMON STOCK WITHOUT PAR VALUE ------------------- The Investment Plus Plan (the "Plan") of Tucson Electric Power Company (the "Company") providescontrary is asimple and convenient method of investing in the Company's common stock, without par value (the "Common Stock"), without brokerage commissions or service charges. Anyone, whether or not a current shareholder of the Company, is eligible to join the Plan (subject to certain legal restrictions). The Plan is designed to promote long-term ownership among investors who are committed to building their ownership of Common Stock over time. Interested investors may enroll by making an initial investment of at least $250. Once enrolled, investors are eligible to make semi-monthly investments of $50 or more to purchase additional shares of stock. To enroll in the Plan, simply complete an Enrollment Form (the "Enrollment Form") and return it in the envelope provided. Enrollment in the Plan is entirely voluntary and participants in the Plan may terminate their participation at any time. PARTICIPANTS IN THE PLAN MAY: () Deposit certificates of Common Stock into the Plan for safekeeping. () Sell shares of Common Stock credited to their Plan accounts through the Plan. () Give Common Stock in a Plan account as a gift to others. The Company will pay any applicable broker commissions and fees on purchases through the Plan. To the extent required by applicable law in certain jurisdictions, shares of Common Stock offered under the Plan to persons not presently shareholders of record are offered only through a registered broker/dealer in such jurisdictions. The Company has selected BNY Brokerage, Inc., a wholly-owned subsidiary of The Bank of New York Company, Inc., as the registered broker/dealer through whom shares will be offered in such instances. The Company's Dividend Reinvestment and Common Stock Purchase Plan (the "Prior Plan"), which had been suspended in 1990 with respect to optional cash payments, has been amended and restated and constitutes a part of the Plan. Each participant inthe Prior Plan is, without any further action, enrolled in the Plan, and the shares of Common Stock credited to such participant's account in the Prior Plan have been credited to such Participant's account in the Plan. This Plan does not provide for automatic reinvestment of dividends since the Company is precluded by restrictive covenants in certain debt agreements from declaring or paying dividends. In the event that the declaration and payment of dividends is resumed in the future, the Company intends to amend the Plan to permit participants to elect automatic reinvestment of all or a portion of such cash dividends. This Prospectus contains the provisions of the Plan. It is suggested that this Prospectus be retained for future reference. THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK. SEE "CERTAIN RISK FACTORS." ------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ---------------criminal offense.The date of this
Prospectusprospectus is ,1997. --------------2019. TABLE OF CONTENTS
Page ---- Available Information . . . . . . . . . . . . . . . . . . . . 1 Incorporation of Certain Documents by Reference . . . . . . . 1 Certain Risk Factors . . . . . . . . . . . . . . . . . . . . 2 Dividend Restrictions . . . . . . . . . . . . . . . . . . . . 3 The Company . . . . . . . . . . . . . . . . . . . . . . . . . 4 The Plan . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Certain Definitions . . . . . . . . . . . . . . . . . . 4 Purpose of the Plan . . . . . . . . . . . . . . . . . . 6 Advantages and Disadvantages of the Plan . . . . . . . . 6 Plan Administration . . . . . . . . . . . . . . . . . . 7 Participation
Page 1 1 1 2 2 3 4 18 20 20 Investing in the
Plan . . . . . . . . . . . . . . . 8 Initial Investments and Optional Investments . . . . . . 9 Purchases . . . . . . . . . . . . . . . . . . . . . . . 11 Certificates . . . . . . . . . . . . . . . . . . . . . . 11 Safekeeping of Certificates . . . . . . . . . . . . . . 12 Giving Plan Shares to Others . . . . . . . . . . . . . . 13 Sale of Shares . . . . . . . . . . . . . . . . . . . . . 14 Termination of Plan Participation . . . . . . . . . . . 14 Costs . . . . . . . . . . . . . . . . . . . . . . . . . 16notes involves certain risks. Before making an investment decision, you should carefully consider these risks as well as other information we include or incorporate by reference in this prospectus. In particular, you should carefully consider the information under the heading “Risk Factors,” as well as the factors listed under the heading “Forward-Looking Information,” in each case contained in our Annual Report on Form10-K for our most recent fiscal year, in any Quarterly Reportsto Participants . . . . . . . . . . . . . . . . 16 Other Information . . . . . . . . . . . . . . . . . . . 17 Federal Income Tax Information . . . . . . . . . . . . . 18 Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . 18 Description of Capital Stock . . . . . . . . . . . . . . . . 19 Description of Warrants . . . . . . . . . . . . . . . . . . . 20 Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 Shareholder Information . . . . . . . . . . . . . . . . . . . 21AVAILABLE INFORMATION This Prospectus is a prospectus of the Company delivered in compliance with the Securities Act of 1933, as amended (the "Securities Act"). A Registration Statement (the "Registration Statement") hason Form10-Q that have been filedby the Companysince our most recent Annual Report on Form10-K and in any other documents that we file (not furnish) with the Securities and Exchange Commission(the "SEC"(“SEC”) underthe Securities Act with respect to the shares of the Company's Common Stock offered hereby. As permitted by the rules and regulations of the SEC, this Prospectus omits certain information contained in the Registration Statement on file with the SEC. For further information pertaining to the securities offered hereby, reference is made to the Registration Statement, including exhibits filed as a part thereof. The Company is subject to the informational requirements ofthe Securities Exchange Act of 1934, as amended (the"Exchange Act"“Exchange Act”), each of which is incorporated by reference in this prospectus. You should also be aware that new risks may emerge in the future at any time, and we cannot predict such risks or estimate the extent to which they may affect our financial condition or performance. The prospectus supplement applicable to a specific offering may contain a discussion of additional risks applicable to an investment inaccordance therewith, files periodicus and the notes we are offering under that prospectus supplement. Each of the risks described could result in a decrease in the value of the notes and your investment therein.This prospectus is part of a shelf registration statement that we filed with the SEC. By utilizing a shelf registration statement, we may sell, at any time and from time to time, in one or more offerings, the notes described in this prospectus. Each time we sell a series of notes we will provide a prospectus supplement containing a description of the notes of that series, including information about the specific terms of that series and the related offering. Any prospectus supplement may also add, update or change information contained in this prospectus. If there is any inconsistency between the information in this prospectus and a prospectus supplement, you should rely on the information in the prospectus supplement. It is important for you to consider the information contained in this prospectus, the applicable prospectus supplement and the exhibits to the registration statement, together with the additional information referred to under the heading “Where You Can Find More Information” below in making your investment decision.
Tucson Electric Power Company (“TEP” or the “Company”) and its predecessor companies have served the greater Tucson metropolitan area for 127 years. TEP was incorporated in the State of Arizona in 1963. TEP is a regulated electric utility company serving approximately 427,000 retail customers. TEP’s service territory covers 1,155 square miles and includes a population of over one million people in Pima County, as well as parts of Cochise County. TEP’s principal business operations include generating, transmitting, and distributing electricity to its retail customers. In addition to retail sales, TEP sells electricity, transmission, and ancillary services to other utilities, municipalities, and energy marketing companies on a wholesale basis. TEP is subject to comprehensive state and federal regulation. The regulated electric utility operation is TEP’s only business segment.
TEP is a wholly-owned subsidiary of UNS Energy Corporation (“UNS Energy”), a utility services holding company. UNS Energy is an indirect wholly-owned subsidiary of Fortis Inc., which is an investor-owned holding company, headquartered in St. John’s, Newfoundland and Labrador, Canada, that owns several electric and gas utility and other energy companies in Canada and the United States.
Our principal executive offices are located at 88 E. Broadway Boulevard, Tucson, Arizona, 85701. Our telephone number is (520)571-4000.
WHERE YOU CAN FIND MORE INFORMATION
As permitted by SEC rules, this prospectus omits certain information that is included in the registration statement and its exhibits. Since this prospectus may not contain all of the information that you may find important, you should review the full text of these documents. If we have filed a contract, agreement or other document as an exhibit to the registration statement, you should read the exhibit for a more complete understanding of the document or matter involved. Each statement in this prospectus, including statements incorporated by reference as discussed below, regarding a contract, agreement or other document is qualified in its entirety by reference to the actual document.
We file reports
proxy statements,and other information with theSEC. The Registration Statement, as well as suchSEC in accordance with the informational requirements of the Exchange Act. Such reportsproxy statements,and other informationcan be inspected and copied atare available to the publicreference facilities maintained byon theSEC at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and the Regional Offices of the SECSEC’s website located at500 West Madison Street, 14th Floor, Chicago, Illinois 60661-2511, and 7 World Trade Center, Suite 1300, New York, New York 10048. Copies of such documents can be obtained from the Public Reference Section of the SEC at prescribed rates by writing to it at 450 Fifth Street, N.W., Washington, D.C. 20549www.sec.gov.The
SEC also maintains a Web site that contains periodicreportsproxy statementsand other informationregarding the Company and other registrantsthatfile electronicallyTEP files with the SECat http://www.sec.gov. Finally, reports, proxy statements, and other information concerning the Companyare also availablefor inspection and copyingthrough our website atwww.tep.com. A link from TEP’s website to these SEC filings is accessible as follows: at theofficesbottom of TEP’s main page, select Investor Information, then select SEC filings. TEP is providing theNew York Stockaddress of TEP’s website solely for the information of investors and does not intend the address to be an active link. No information available on our website, other than the specific reports we file with the SEC pursuant to the ExchangeInc., 20 Broad Street, New York, New York 10005, and the officesAct, is a part ofthe Pacific Stock Exchange Incorporated, 301 Pine Street, San Francisco, California 94104.this prospectus.INCORPORATION
OF CERTAIN DOCUMENTSBY REFERENCEThe
Company herebySEC rules allow us to “incorporate by reference” information into this prospectus, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus. This prospectus incorporates by referenceand as of any time hereafter prior tothetermination of the offering made by this Prospectus the Company shall be deemed todocuments set forth below that haveincorporated herein by reference, (1) the Company's latest Annual Report on Form 10-K (the "Latest Annual Report"),been previously filedby the Companywith theCommission pursuant to the Securities Exchange Act,SEC and(2) all other reports and documents filed by the Companyany future filings that we make with theCommission pursuant to SectionSEC under Sections 13(a), 13(c), 14 or 15(d) of theSecuritiesExchange Actsubsequentafter the date of the initial registration statement of which this prospectus is a part and prior to thefilingeffectiveness of theLatestregistration statement, along with any future filings that we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until we have sold all of the securities described in this prospectus, excluding, in each case, information deemed furnished and not filed.The following documents, which we have filed with the SEC (FileNo. 001-05924), are incorporated by reference into this prospectus:
• Annual report onForm10-K for the year ended December 31, 2018 (the “2018 Form10-K”);
• Quarterly report onForm10-Q for the period ended March 31, 2019; and
• Current Report onForm8-K dated April 1, 2019.
You may access a copy of any or all of these filings, free of charge, on the SEC’s website or at our website, as described above under “Where You Can Find More Information.” We will provide without charge to each person, including any beneficial owner, to whom a copy of this prospectus has been delivered a copy of any and all of
such documents shall be deemed to bethese filings. You may request apart hereof fromcopy of these filings by writing or telephoning us at:Tucson Electric Power Company
88 E. Broadway Boulevard
Tucson, Arizona 85701
Telephone: (520)571-4000
Email:jbarnes@tep.com
This prospectus, any prospectus supplement and any free-writing prospectus that we file with the
respective dates of filing thereof. The documents incorporated hereinSEC contain and incorporate by reference information that you should consider when making your investment decision. We have not authorized anyone else to provide you with information about us or the notes. We aresometimes callednot making an offer of the"Incorporated Documents".notes in any jurisdiction where the offer is not permitted. Any statement contained inan Incorporated Documenta document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded forallthe purposes of this prospectus and accompanying prospectus supplement to the extent that a statement containedin any subsequently filed Incorporated Document modifies or replaces such statement. The Incorporated Documents, incorporated herein by reference as of the date of this Prospectus, are: (i) the Annual Report of the Company on Form 10-K for the year ended December 31, 1996 and (ii) the quarterly report of the Company on Form 10-Q for the quarter ended March 31, 1997. The Company undertakes to provide without charge to each person to whom this Prospectus is delivered, upon the request of any such person, a copy of any or all of the Incorporated Documents, excluding the exhibits unless any such exhibit is specifically incorporated by reference into an Incorporated Document. Requests for such documents should be directed toTucson Electric Power Company, Investor Services, P. O. Box 28803, Tucson, Arizona 85726, or by calling (520) 884-3661. CERTAIN RISK FACTORS The shares of Common Stock described herein and being offered hereby are subject to a number of material risks, and, therefore, involve a high degree of risk of loss. The following summary of the principal factors that make the shares being offered an investment of high risk is qualified in its entirety by reference to the detailed information contained in the Incorporated Documents. Prior to deciding whether or not to make an investment in the shares of Common Stock being offered, investors should consider carefully all the information contained herein and in the Incorporated Documents. TEP FINANCIAL UNCERTAINTY The Company is subject to significant economic, regulatory and other uncertainties, some of which are beyond the Company's control. These uncertainties include the degree of utilization of generation capacity through either retail electric service or wholesale sales and the extent to which the Company, due to continued high financial and operating leverage, can alter operations and reduce costs in response to unanticipated economic downturns or industry changes. The Company's success will depend, in part, on the Company's ability to contain the costs of serving retail customers and the level of sales to such customers. Although the Company anticipates continued growth in sales over the next five years primarily as a result of anticipated population and economic growth in the Tucson area, a number of factors such as changes in the economic and regulatory environment and the increasingly competitive electric markets could affect the Company's levels of sales. If the Company is unable to make sales at prices adequate to recover its costs or if for other reasons the Company fails to maintain or improve its cash flows, the Company's ability to meet its obligations may be jeopardized. During the period 1999-2003, approximately $192 million of the Company's long-term debt obligations will mature. Letters of credit supporting approximately $774 million of the Company's long-term variable rate debt obligations are also scheduled to expire during the period 1999-2002. In the event that expiring letters of credit are not replaced or extended, the corresponding variable rate debt obligations would be subject to mandatory redemption. While the Company intends to pay or refinance maturing bonds and bank loans, and to replace or extend expiring letters of credit, there can be no assurance that the Company will be able to do so. The Company's future cash flows will also be affected by the level of interest rates due to the significant amount of variable rate debt outstanding. The Company's capital structure is highly leveraged and the Company's ability to raise capital (through either public or private financings) is limited. The Company's ability to obtain debt financing is limited due to the restrictive covenants contained in existing obligations to creditors. To the extent the Company refinances its debt obligations in order to repay them when due, such refinancing may be made on terms which may be adverse to the Company. Such terms could include, among other things, higher interest rates and various restrictive covenants, such as dividend payment restrictions. Access to equity capital may be limited because of the Company's present inability to pay dividends. RISKS RELATING TO FORMATION OF HOLDING COMPANY STRUCTURE In 1995, the Company sought approvals to establish through a one-for-one share exchange (the "Share Exchange") a new corporate structure in which the Company would have been a subsidiary of a -2-new holding company (the "Holding Company"). In May 1995, shareholders of the Company approved the proposed holding company. However, in addition to such shareholder approval, implementation of the holding company plan was conditioned upon receiving approval from the Arizona Corporation Commission (the "ACC") and the Federal Energy Regulatory Commission ("FERC"). On February 22, 1996, the ACC denied the formation of a holding company structure. As a result of the ACC order, the Company did not establish the holding company structure and withdrew its application with the FERC. The Company filed another application with the ACC on April 4, 1997 for approval of the holding company structure. If the requisite regulatory approvals are received, then the Company would likely effect the Share Exchange. Upon the Share Exchange, the present holders of the Company's Common Stock offered hereby would become holders of the common stock of the Holding Company and, it is anticipated that, the Plan described herein would thereafter relate to the common stock of the Holding Company. If the Holding Company structure were to be established, substantially all of its assets initially following the Share Exchange would consist of the Company's Common Stock. The Holding Company would initially rely primarily on funding sources other than TEP to fund its operations and to capitalize affiliate companies because TEP is currently prohibited by restrictive covenants contained in certain credit agreements from paying dividends and may be prohibited from making investments in the Holding Company or affiliated Companies. Also, the ACC's affiliated interest rules would limit certain transactions between the Holding Company and the Company unless approved by the ACC. Accordingly, funds for the Holding Company would be limited until the Holding Company obtains outside financing or until the affiliate companies are able to pay cash dividends to the Holding Company. The Company is reviewing various methods for the Holding Company to obtain outside financing, including the issuance of new equity by the Holding Company. One source of financing for the Holding Company would be the proceeds received by the Holding Company from the sale of shares of its Common Stock through the Plan assuming the consummation of the Share Exchange and the effectiveness of certain conforming amendments to the Plan. There can be no assurance that, if a holding company structure is effected in the future, the Holding Company would be able to obtain financing. DIVIDEND RESTRICTIONS No dividend on Common Stock has been declared or paid since 1989. Currently, the Company may not declare or pay dividends because of restrictive covenants contained in both the Master Restructuring Agreement (the "MRA") between the Company and the various banks with which the Company has credit relationships (the "Banks") and the Indenture, dated as of April 1, 1941 (the "General First Mortgage"), of Tucson Gas, Electric Light and Power Company to Chase National Bank of the City of New York, as trustee, as supplemented and amended. The restrictions contained in the General First Mortgage are applicable so long as certain series of first mortgage bonds issued under the General First Mortgage ("First Mortgage Bonds") (aggregating $184 million in principal amount as of the date hereof) are outstanding. The latest maturity of such First Mortgage Bonds is in 2003. These covenants restrict the payment of dividends on Common Stock if certain cash flow coverage and retained earnings tests are not met. The cash flow coverage and retained earnings tests will prevent the Company from paying dividends on its Common Stock until such time as the Company's cash flow coverage ratio, as defined therein, is greater or equal to a ratio of 2 to 1, and the Company has positive retained earnings rather than an accumulated deficit. As of March 31, 1997, the Company had a cash flow coverage ratio slightly above 2 to 1 and the Company's accumulated deficit was $494 million. The MRA contains a similar dividend restriction based on retained earnings. -3-In order for the Company to pay a dividend when such covenants would otherwise restrict such payment, the Company would have to (i) obtain a waiver or an amendment to the MRA's covenant and (ii) redeem all outstanding First Mortgage Bonds of the series that contain dividend restrictions or amend the General First Mortgage. Such amendment to the General First Mortgage would require approval by holders of 75% of all First Mortgage Bonds. See the Incorporated Documents for more information on dividend restrictions. THE COMPANY The Company was incorporated under the laws of the State of Arizona on December 16, 1963. The Company is the successor by merger on February 20, 1964, to a Colorado corporation which was incorporated on January 25, 1902. The Company is an operating public utility engaged in the generation, purchase, transmission, distribution and sale of electricity to customers in the City of Tucson and certain of the surrounding area and to wholesale customers. The Company holds a franchise which expires in 2001 to provide electric service to customers in the City of Tucson. The principal executive offices of the Company are located at 220 West Sixth Street, Tucson, Arizona 85701, telephone number (520) 571-4000. The Company has been successful in returning to profitability after financial difficulties experienced in the late 1980s and early 1990s. Management believes that the Company is positioned to take advantage of the expected deregulation of the U.S. power industry by following strategies to foster growth and increase competitiveness. These strategies focus on: (i) increasing revenues within its service territory by encouraging the development of long-term relationships based on, among other things, value-added services such as the design, construction, maintenance and operation of electric service delivery systems, beyond-the-meter power restoration services, back-up generation services, performance contracting, energy audits and demand side management solutions; (ii) expanding the Company's lines of business by making selected investments in energy-related assets and businesses; and (iii) actively controlling costs within the utility. THE PLAN The following is a complete statement of the Plan. Nothing containedherein or in any otherPlan information represents a recommendationsubsequently filed document thatany person buyalso is orsell Tucson Electric Power Company Common Stock. A decision to purchase shares through the Plan should only be made after an investor has independently made the necessary investment decision. CERTAIN DEFINITIONS For convenience of reference, the definitions of certain terms are provided below. Acknowledgement Form -- A form acknowledging the Participant's enrollment in the Plan. Business Day -- A day on which the principal office of the Companyisopen for business. -4-Common Stock -- The Common Stock, without par value, of the Company. Company -- Tucson Electric Power Company. Enrollment Form -- The form that the investor must completedeemed to beableincorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, toparticipate in the Plan and to express other directions with respect to the Plan account. The completion of an Enrollment Form is not necessary for participants in the Prior Plan. Independent Agent -- A registered broker-dealer or bank selected by the Company to purchase and/or sell shares of Common Stock for Participants. Initial Investment -- A payment made to the Company by those participants who were notconstitute a part ofthe Prior Plan for the initial purchase of shares of Common Stock to open a Plan account. The minimum Initial Investment is $250. Investment Statement -- A statement sent to a Participant after any investment activity has occurred. The Investment Statement provides detailed account information such as amount invested, purchase price, number of shares accumulated and other investment information. Latest Annual Report -- The Company's latest Annual Report on Form 10-K that is filed by the Company with the SEC pursuant to the Exchange Act. Optional Investment -- A payment made subsequent to the Initial Investment and enrollment in the Plan. The minimum Optional Investment is $50. Optional Investment Form -- A form completed by the investor in order to make Optional Investments. Participant -- A person who is enrolled in the Plan. Plan -- Tucson Electric Power Company Investment Plus Plan. Plan Administrator -- Tucson Electric Power Company. Prior Plan -- Tucson Electric Power Company Dividend Reinvestment and Common Stock Purchase Plan. Safekeeping -- The Plan's "safekeeping" service which Participants may use to deposit any Common Stock certificates in their possession with the Plan Administrator. -5-Semi-Monthly Investment Period -- The two periods in each month during which Common Stock is purchased on behalf of Participants. The first Semi-Monthly Investment Period begins on the first calendar day (or if not a Business Day, the next Business Day) of any month and ends on and includes the fifteenth calendar day of such month. The second Semi-Monthly Investment Period commences on the sixteenth calendar day (or if not a Business Day, the next Business Day) of any month and ends on and includes the last calendar day of such month. Shareholder of Record -- An investor whose shares are registered on the books of the Company. PURPOSEthis prospectus.USE OF
THE PLAN 1. WHAT IS THE PURPOSE OF THE PLAN? The purpose of the Plan is to provide interested investors with a convenient method of purchasing Common Stock directly through the Company without payment of any brokerage commission. ADVANTAGES AND DISADVANTAGES OF THE PLAN 2. WHAT ARE THE ADVANTAGES AND DISADVANTAGES OF THE PLAN? THE PLAN OFFERS THE FOLLOWING ADVANTAGES: DIRECT PURCHASE OF STOCK--Participants may purchase Company Common Stock directly through the Company, without the cost of brokerage or other fees. FULL INVESTMENT OF FUNDS--The full amount of Optional Investments is invested because the Plan permits fractional shares to be credited to Plan accounts. CERTIFICATE SAFEKEEPING--Participants may deposit their Common Stock certificates with the Company, whether or not the Common Stock represented by such certificates was purchased through the Plan, and have their ownership maintained on the Company's records in their Plan account. This convenience is provided at no cost to the Participant and eliminates the possibility of loss, inadvertent destruction or theft of certificates. Also, because shares deposited for Safekeeping are treated in the same manner as shares purchased through the Plan, they may be transferred or sold through the Plan. GIVING PLAN SHARES TO OTHERS--An investor may give Plan shares to others by making an Initial Investment to establish a Plan account for the recipient, by making Optional Investments to the recipient's existing Plan account or by transferring shares from the investor's Plan account to the recipient's Plan account. The investor also receives free of charge a gift acknowledgement to present to the recipient. SELL STOCK--Participants may sell shares held in their Plan account, including odd-lot sales. -6-BROKER COMMISSIONS--No broker commissions are charged in connection with purchases under the Plan. SIMPLIFIED RECORDKEEPING--An Investment Statement will be mailed to Participants after any investment activity. PLAN PARTICIPATION PRESENTS THE FOLLOWING DISADVANTAGES: NO INTEREST ON FUNDS PENDING INVESTMENT--No interest is paid on Initial Investments or Optional Investments held pending investment. DELAY IN DETERMINING PURCHASE PRICE--The number of shares purchased for a Participant's Plan account and the purchase price will not be determined until all shares for the relevant Semi-Monthly Investment Period have been purchased. Therefore, Participants will not know the number of shares purchased or the purchase price until after the applicable Semi-Monthly Investment Period. RETURN OF OPTIONAL INVESTMENTS--Initial Investments or Optional Investments sent to the Plan Administrator will not be returned to a Participant unless a written request is received by the Plan Administrator by the Business Day prior to the beginning of the applicable Semi-Monthly Investment Period. PRICE OF SHARES--Participants cannot designate a specific price at which to sell or purchase Common Stock. Therefore, Participants bear the risk of fluctuations in the market price of Common Stock. INSURANCE--Plan accounts are not insured by the Securities Investor Protection Corporation, the Federal Deposit Insurance Corporation or any other entity. PLAN ADMINISTRATION 3. WHO ADMINISTERS THE PLAN? The Company is the Plan Administrator. The Plan Administrator administers the Plan for Participants, keeps records, sends Investment Statements to Participants and performs other duties relating to the Plan. The Company also holds shares acquired under the Plan and shares deposited into the Plan for Safekeeping. The Company may resign as Plan Administrator at any time upon the appointment of a successor by the Company. The Company believes that its position as Plan Administrator, as compared with that of a registered broker-dealer or federally insured banking institution, poses no material risk to Participants for the following reasons: (i) the Company has substantial experience in administering the Prior Plan over the years, having successfully served as administrator of the Prior Plan since 1989 and has been the transfer agent for the Common Stock since 1991, (ii) the Plan Administrator's duties are limited to clerical and administrative functions such as recordkeeping, processing of Enrollment and other Forms, and preparing and distributing the periodic Investment Statements and (iii) a separate escrow account has been established with a bank to hold cash payments received from Participants pending investment under the Plan. -7-Should the Plan purchase or sell shares on the open market, the Company will appoint an Independent Agent to act as the independent agent of the Participants. Communications about the Plan should be directed to: Tucson Electric Power Company Investor Services Department - DB201 P. O. Box 28803 Tucson, AZ 85726-8803 (520) 884-3661 Fax (520) 770-2015 When writing, interested investors should include a day-time telephone number to expedite a reply. All instructions from a Participant to the Plan Administrator are required to be in writing, either by mail or facsimile transmission. PARTICIPATION IN THE PLAN 4. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN? Any interested investor is eligible to participate in the Plan provided that (i) they meet the requirements for participation as outlined below and (ii) in the case of citizens or residents of a country other than the United States, its territories or possessions, participation would not violate local laws applicable to the Company or the Participant. In certain jurisdictions, applicable laws require that Common Stock offered under the Plan to persons not presently Shareholders of Record be offered only through a registered broker-dealer. No offers or sales will be effected in those jurisdictions unless the Company has satisfied the requirements of thePROCEEDSUnless we state
securities laws applicable to the operation of the Plan. To the extent required by applicable law in certain jurisdictions, shares of Common Stock offered under the Plan to persons not presently Shareholders of Record of Common Stock are offered only through a registered broker/dealer in such jurisdictions. The Company has selected BNY Brokerage, Inc. as the registered broker/dealer through whom shares will be offered in such instances. 5. HOW DOES AN ELIGIBLE INVESTOR ENROLL THE PLAN? PARTICIPANTS IN THE PRIOR PLAN are, without further action, enrolled in the Plan and their Prior Plan shares of Common Stock are automatically credited to their accounts in the Plan. Prior Plan participants are not required to make any Initial Investment. Prior Plan participants who wish to withdraw from the Plan may do so by following the procedure outlined in Question 25. After being furnished with a Plan Prospectus, OTHER ELIGIBLE INVESTORS may join the Plan by completing and signing an Enrollment Form and returning it to the Plan Administrator at the address shown in "Plan Administration" above. Shareholders of Record should sign their names on the Enrollment Form exactly as they appear on their certificates. The Enrollment Form serves both to initiate participation and to appoint the Independent Agent to act on behalf of the Participant in buying and selling shares of Common Stock under the Plan. An eligible applicant's Initial Investment of at least $250 must be enclosed with the Enrollment Form. See Questions 8 and 9. -8-Requests for Enrollment Forms, as well as other Plan forms and this Prospectus, should be made by writing to the Plan Administrator or by calling the Plan Administrator. See "Plan Administration," Question 3. 6. WHEN WILL PLAN ENROLLMENT COMMENCE? Enrollment Forms will be processed promptly by the Plan Administrator. The Plan Administrator will mail an Acknowledgment Form upon review and acceptance of a properly executed Enrollment Form. Eligible applicants become enrolled in the Plan upon issuance of the Acknowledgment Form by the Plan Administrator. Once enrolled in the Plan, Participants will remain enrolled until (i) they withdraw from the Plan, (ii) the Company terminates their participation in the Plan, or (iii) the Company terminates the Plan. See "Termination of Plan Participation," Questions 25-28. 7. MAY THE PLAN ADMINISTRATOR RESTRICT PARTICIPATION IN THE PLAN? Yes. The Plan Administrator reserves the right to restrict or terminate participation in the Plan if such participation appears to be contrary to the general intent of the Plan or in violation of applicable law. See "Termination of Plan Participation," Questions 25-28. INITIAL INVESTMENTS AND OPTIONAL INVESTMENTS 8. HOW IS AN INITIAL INVESTMENT MADE? Any investor whose signed Enrollment Form has been accepted by the Plan Administrator is eligible to make Initial Investments. An Initial Investment must be at least $250 and should be in the form of a check, money order, or wire transfer payable through a U.S. bank or other financial institution, to Tucson Electric Power Company. DO NOT SEND CASH. Investors making wire transfers should contact the Plan Administrator for wire instructions and may be charged fees by their institution. NOTICE TO CUSTOMERS: Do NOT include Initial Investments and Enrollment Form with payment for utility service billings. 9. WHAT ARE OPTIONAL INVESTMENTS? Once enrolled, Plan Participants are eligible to make semi- monthly Optional Investments to purchase additional shares of stock. The minimum Optional Investment is $50. Participants may make Optional Investments in the form of a check, money order or wire transfers through a U.S. bank or other financial institution, in U.S. dollars, payable to Tucson Electric Power Company. DO NOT SEND CASH. Participants are under no obligation to make Optional Investments and may cease making Optional Investments at any time without withdrawing from the Plan. Optional Investments will not be accepted by the Plan Administrator if a Participant imposes any restrictions with respect to the number of shares to be purchased, the price at which shares are to be purchased, the timing of a purchase, or what the Participant's balance will be following a purchase. In addition, the Plan Administrator will not purchase shares for a Participant without advance payment, nor will it refund any part of a Participant's Optional Investment after shares are purchased. It is not possible for the Plan Administrator to inform a Participant in advance of how much money to send for the -9-purchase of a full or fractional share because the per-share price will not be known until the shares are purchased. 10. HOW DOES A PARTICIPANT MAKE OPTIONAL INVESTMENTS BY MAIL? OPTIONAL INVESTMENT FORMS should accompany Optional Investments to ensure credit to the proper account. To make an Optional Investment, complete the Optional Investments Form and send it with a check or money order payable to Tucson Electric Power Company, to the following address: Tucson Electric Power Company Investor Services Department - DB201 P.O. Box 28803 Tucson, AZ 85726-8803 Participants will receive Optional Investment Forms and return envelopes upon request. The Plan Administrator confirms the investment of funds by providing an Investment Statement. A portion of the Investment Statement can be detached and sent with the next Optional Investment. The Company may in the future allow for optional investments to be made by electronic debit from a specified account or in any other manner. 11. WHEN WILL A PARTICIPANT'S INITIAL INVESTMENT OR OPTIONAL INVESTMENT BE INVESTED? The Plan Administrator must receive Optional Investments and Initial Investments at least five Business Days prior to the beginning of a Semi-Monthly Investment Period to be invested during that Semi-Monthly Investment Period. Otherwise, the Optional Investment or Initial Investment will be held by the Plan Administrator for investment during the next Semi-Monthly Investment Period. Initial Investments and Optional Investments received by the Company are deposited promptly into a segregated escrow account pending investment. No Initial Investment or Optional Investment will remain uninvested more than 35 days following receipt by the Company. 12. WHAT HAPPENS IF A CHECK SUBMITTED FOR INVESTMENT IS RETURNED UNPAID? In the event that a check submitted for investment is returned unpaid for any reason, the Plan Administrator will consider the request for investment of such funds null and void. The Plan Administrator will assess a returned-check fee of $25.00 to defray bank and administrative charges. Any shares purchased with such funds will be immediately removed from the Participant's account. The Plan Administrator will be entitled to sell those shares to satisfy any uncollected amounts, including the returned-check fee. If the net proceeds of the sale of such shares are insufficient to satisfy the balance of such uncollected amounts, the Plan Administrator will be entitled to sell additional shares from the Participant's account to satisfy the uncollected balance. 13. MAY A PARTICIPANT REQUEST THAT AN INITIAL INVESTMENT OR OPTIONAL INVESTMENT BE RETURNED? Yes. A Participant may request, in writing, the return of an Initial Investment or Optional Investment that has not yet been invested. The funds will be returned if the request is received at least two Business Days immediately preceding the applicable Semi-Monthly Investment Period. However, no refund of a check or money order will be made until the funds have been actually -10-received by the Plan Administrator. Accordingly, such refund may be delayed for up to three weeks. PURCHASES 14. HOW IS COMMON STOCK PURCHASED FOR THE PLAN PARTICIPANTS? Common Stock purchased through the Plan will be purchased, either directly from the Company or on the open market, at the Company's sole discretion. Shares purchased directly from the Company are issued from the Company's previously authorized but unissued shares. Open market transactions are effected through the Independent Agent appointed by the Plan Administrator. In either case, there are no commission charges to participants on the purchase of Common Stock. The Independent Agent will have full discretion in all matters related to open market purchases, including the day and time of purchase, price paid, number of shares purchased, and the markets or persons through whom the purchases are made. 15. WHEN ARE SHARES PURCHASED FOR THE PLAN? Shares purchased directly from the Company will be purchased as of the first Business Day of a Semi-Monthly Investment Period. Shares purchased on the open market are purchased during a Semi- Monthly Investment Period at the discretion of the Independent Agent. 16. WHEN WILL SHARES BE CREDITED TO A PARTICIPANT'S ACCOUNT? Shares purchased directly from the Company will be considered settled and credited to a Participant's Plan account on the purchase date. Shares purchased in the open market will be credited to a Participant's Plan account as of the first date that all purchases are settled. 17. HOW IS THE PURCHASE PRICE OF THE COMMON STOCK DETERMINED? The purchase price of Common Stock purchased directly from the Company will be the average of the high and low sale prices of the Common Stock as reported on the consolidated transaction reporting system on the day the investment is made. The purchase price of Common Stock purchased by the Independent Agent on the open market will be the weighted average purchase price per share of all shares purchased during the applicable Semi-Monthly Investment Period. 18. HOW MANY SHARES OF COMMON STOCK WILL BE PURCHASED FOR A PARTICIPANT? The number of shares purchased for a Participant will be equal to the Participant's Initial Investment or Optional Investment for the applicable Semi-Monthly Investment Period divided by the purchase price of the shares. The Participant's Plan account will be credited with the whole and fractional shares (to three decimal places). 19. CAN A PARTICIPANT REQUEST THE PURCHASE OF A SPECIFIC NUMBER OF SHARES? No. Since the purchase price of the Common Stock cannot be calculated until the Common Stock is purchased, a Participant may not request the purchase of a specific number of shares. -11-CERTIFICATES 20. WILL CERTIFICATES BE ISSUED FOR SHARES PURCHASED THROUGH THE PLAN? No. The certificates for shares purchased through the Plan are registered in the name of the Company as Plan Administrator, or its nominee. Participants requesting the issuance of a certificate for their Plan shares must submit the request in writing to the Plan Administrator, specifying the number of whole shares and certificates to be issued. Certificates for fractional shares will not be issued. The certificate will be issued in the name(s) of the Participant(s) only. After the issuance of a certificate, the shares represented thereby are deemed withdrawn from the Plan. Certificates will be issued within 30 days following the receipt of the request. See Questions 22 and 23 for information on giving or transferring plan shares to others. SAFEKEEPING OF CERTIFICATES 21. CAN CERTIFICATES BE DEPOSITED WITH THE PLAN ADMINISTRATOR TO BE HELD IN THE PARTICIPANT'S PLAN ACCOUNT? Yes. Participant's may use the Plan's "safekeeping" service to deposit any Common Stock certificates in their possession with the Plan Administrator. Some of the advantages of certificate safekeeping are: () The risk associated with the loss of stock certificates is eliminated. If certificates are lost or stolen, the owner cannot sell or transfer them without first obtaining replacement certificates. This process could take several weeks and results in cost and paperwork for the owner and the Company. () Certificates deposited in the Plan for safekeeping are treated in the same manner as shares of Common Stock purchased through the Plan and may be conveniently sold or transferred through the Plan. Participants may submit certificates for Safekeeping at any time while participating in the Plan: () To participate in the Safekeeping feature AT THE TIME OF ENROLLMENT in the Plan, check the Safekeeping option on the Enrollment Form and submit the certificates to the Plan Administrator. THE CERTIFICATES SHOULD NOT BE ENDORSED AND THE ASSIGNMENT SECTION SHOULD NOT BE COMPLETED. () To participate in the Safekeeping feature AFTER ENROLLMENT in the Plan, submit the certificates as described above along with a letter to the Plan Administrator directing that the shares represented by the certificates be deposited into the Participant's Plan account. The written instructions should include the Participant's Plan account number and should be signed by the registered holder of the shares being deposited. The signature on the instructions and the name on the stock certificate must be identical to that on the Plan account to which the shares are to be credited. The method used to submit certificates for Safekeeping is at the option and risk of the Participant. The Company strongly recommends that Participants use registered mail with insurance when sending stock certificates. All shares represented by the certificates submitted for Safekeeping will be transferred into the Company's name as Plan Administrator, or its nominee, and credited to the Participant's Plan account. The physical certificate submitted to the Plan Administrator for safekeeping will then be marked "cancelled" and -12-ultimately discarded. An Investment Statement showing the number of shares credited to the Participant's Plan Account will be mailed to the Participant. No partial deposits of shares represented by a certificate are permitted. Shares of Common Stock heldotherwise in aParticipant's account may not be assigned or pledged. (See Question 36) Lost certificates must be replaced before they can be submitted for Safekeeping. It isprospectus supplement, theParticipant's responsibility to establish and maintain a record of the cost of shares represented by certificates sent to the Plan Administrator for Safekeeping. In addition, the Plan Administrator reserves the right to establish limits on the number of shares held for Safekeeping and minimum time periods for retention of these shares in the Plan. This reservation is intended to minimize administrative expense and discourage use of the Plan for purposes other than as a continuing investment service. GIVING PLAN SHARES TO OTHERS 22. CAN PLAN SHARES BE GIVEN TO OTHERS? Yes. Common Stock can be given to other persons in three ways: () A donor may make an Initial Investment to establish an account in the recipient's name. Under this method, the donor completes and submits to the Company an Enrollment Form in the recipient's name together with a minimum Initial Investment of $250. () A donor may submit an Optional Investment in a minimum amount of $50 on behalf of an EXISTING Participant; or () An existing Participant may transfer shares from his or her account to a new or existing recipient's account. See Question 23. In order to establish a new account for a gift recipient a Participant must complete and submit to the Plan Administrator an Enrollment Form in the recipient's name. See Question 23. Unless otherwise requested by the donor, the recipient will receive an Investment Statement showing the number of shares given to and held in the recipient's Plan account. Also, if requested by the Participant, a gift acknowledgement will be delivered to the recipient. 23. MAY PARTICIPANTS ASSIGN OR TRANSFER ALL OR PART OF THEIR SHARES HELD UNDER THE PLAN TO ANOTHER PERSON? Yes. Participants may transfer the ownership of all or part of the whole shares of Common Stock held in their Plan account through a gift, a private sale or otherwise by delivering written instructions and a properly executed stock assignment (stock power) to the Plan Administrator. The completed assignment must specify the whole number of shares of Common Stock and the name, address, and federal identification number of the transferee. Requests for transfer are subject to the same requirements as for the transfer of Common Stock certificates, including signatures of all account owners, guaranteed by a member of a Medallion program. No fraction of a share of Common Stock credited to a Participant's account may be transferred unless the Participant's entire Plan account is transferred to another Plan Participant. -13-In order to establish a new account for the transferee the Participant must complete and submit to the Plan Administrator an Enrollment Form in the recipient's name. The transferees will receive a statement showing the number of shares transferred and now held in their Plan accounts. Stock power forms are available at local banks, brokerage firms and from the Plan Administrator. See Question 3. SALE OF SHARES 24. HOW MAY PARTICIPANTS SELL THEIR PLAN SHARES? Participants may sell their Plan shares by submitting a written request to the Company. The request should indicate the number of shares to be sold and must be signed by ALL account owners. Shares acquired through and held in the Plan, as well as shares surrendered for Safekeeping, may be sold in this manner. A request to sell shares is irrevocable after it is received by the Company. If a Participant requests that shares be sold, the Plan Administrator will aggregate such shares from other Participants during that week, and will then place a market order with the Independent Agent to sell such shares during the following week. A check will be issued for the proceeds of the sale less any brokerage commission and applicable taxes within thirty days following receipt of the sale request. The check will be made payable to the registered account owners only. See Questions 29 and 38. The Independent Agent will have full discretion in all matters related to the sale, including the day and time of sale, sale price, and the markets or persons through whom the shares are sold. Participants cannot specify a price at which to sell their shares. Shares held outside the Plan may not be sold through the Plan. PARTICIPANTS WHO SELL ALL OF THEIR SHARES THAT ARE HELD IN THE PLAN AUTOMATICALLY TERMINATE THEIR PARTICIPATION IN THE PLAN. A REQUEST TO SELL SHARES IS IRREVOCABLE AFTER IT IS RECEIVED BY THE COMPANY. HOWEVER, PARTICIPANTS MAY ELECT TO RE-ENROLL AT ANY TIME AFTER THE DATE TWELVE MONTHS FOLLOWING THE TERMINATION DATE, PROVIDED THAT THEY REMAIN ELIGIBLE TO PARTICIPATE. SEE QUESTIONS 4 AND 5. TERMINATION OF PLAN PARTICIPATION 25. HOW MAY A PARTICIPANT TERMINATE PARTICIPATION IN THE PLAN? Participants may terminate participation in the Plan at any time by notifying the Company in writing of their intention to terminate participation in the Plan, having all account owners sign the request and indicating whether they wish to receive a stock certificate or to sell their Plan shares. Proceeds of sold shares will be reduced by broker commissions and applicable taxes. Certificates cannot be issued for fractional shares; fractional shares must be sold when terminating participation. See Questions 29 and 38. Optional Investments received prior to the request to terminate Plan participation will be invested during the next Semi-Monthly Investment Period unless the Participant timely requests the return of that Optional Investment. See Question 13. -14-Participants terminating their Plan participation will receive an Investment Statement detailing account activities. This statement should be retained for tax purposes. 26. WHAT HAPPENS TO FRACTIONAL SHARES WHEN PARTICIPANTS TERMINATE THEIR PLAN ACCOUNTS? When Participants terminate their Plan accounts, cash payments representing any fractional share they hold will be mailed directly to them as soon as practicable after the settlement for the applicable sale. For Participants selling fractional shares, the proceeds, if any, of the sale of fractional shares will be the fraction multiplied by the whole-share price less applicable brokerage commissions. 27. MAY THE PLAN ADMINISTRATOR TERMINATE A PARTICIPANT'S PLAN PARTICIPATION? Yes. The Plan Administrator may terminate a Plan account for any of the following reasons: () The Plan account becomes subject to any unclaimed property law; () The Plan Administrator receives proper notification of a Participant's death or incapacity; () The Participant does not maintain at least one whole share of Common Stock in the Plan account; or () The Plan Administrator believes that a Participant's participation in the Plan is contrary to the general intent of the Plan or in violation of applicable law. The Plan Administrator will notify the Participant prior to such termination. The Plan Administrator will issue a certificate for whole shares and a check for the cash value of any fractional share in the Plan account. In the event that the Plan account is terminated for any of the foregoing reasons, the account assets will be distributed to the appropriate state for unclaimed property purposes, the Participant, or his or her beneficiary, as the case may be. In addition, the Company retains the right, in its sole discretion, to terminate or suspend the Plan. See Question 35 below. 28. WHEN IS AN ACCOUNT CONSIDERED "ABANDONED"? A Participant is considered "lost" if shareholder material sent to the participant for two consecutive mailings has been returned as undeliverable. That Participant's account is then deemed "abandoned," and will be terminated by the Plan Administrator, if no communication has been received by the Plan Administrator from the Participant during the "presumed abandonment period," as defined by the unclaimed property law in the Participant's state of last residence. The presumed abandonment period begins with the date the Participant is first considered lost and ends a specified number of years later. The presumed abandonment period may be as little as one year or as long as seven years, depending on the Participant's state of last residence. After the presumed abandonment period expires, the Plan Administrator will make a final attempt to notify the Participant. If the Participant does not respond to this notice within 30 days, the Participant's account will be deemed abandoned. The account will be terminated and a certificate for the whole number of shares formerly held in the Participant's account, together with any cash, will be treated by the Plan Administrator as Unclaimed Property in its possession and will be surrendered to the Participant's state of last residence, or other appropriate authority as required by applicable laws. -15-The Participant may retrieve Unclaimed Property from the appropriate jurisdiction as provided by applicable laws. COSTS 29. WHAT COSTS ARE ASSOCIATED WITH PARTICIPATION IN THE PLAN? No broker fees, commissions or other charges will be incurred by Participants for shares PURCHASED from the Company for their Plan accounts. If a Participant requests the Plan Administrator to sell shares of Common Stock through the Plan (other than the sale of a fractional share), the Participant will pay broker commissions and applicable taxes. See Question 38. Participants making automatic monthly investments may be charged fees by their institution. In addition, the Plan Administrator will assess a returned-check fee of $25.00 to defray bank charges in the event that a check submitted for investment is returned unpaid. (See Question 12.) There are no other service charges for participating in the Plan. All costs of administration of the Plan are paid by the Company. The Company reserves the right at any time to charge an administrative fee for costs that are reasonably related to actual administrative costs incurred by the Company as Plan Administrator. These costs include printing and mailing costs for each prospectus, brochures and forms, administrative handling fees for paperwork pursuant to Participant instructions, and other similar costs. Should the Company determine to charge such fees, Participants will be notified ninety days prior to their effective date. REPORTS TO PARTICIPANTS 30. WHAT REPORTS ARE SENT TO PARTICIPANTS? Participants will receive an Investment Statement following each transaction with respect to shares for their Plan accounts. A year-end statement will be furnished on or before January 31 of the following year showing the amount invested, purchase price, the number of shares purchased, deposited, sold, transferred, or withdrawn, the total number of shares accumulated and other information after each account activity for the calendar year. EACH PARTICIPANT SHOULD RETAIN THESE STATEMENTS SO AS TO BE ABLE TO ESTABLISH THE COST BASIS OF SHARSE PURCHASED UNDER THE PLAN FOR INCOME TAX AND OTHER PURPOSES. Replacement statements will be provided upon written request to the Plan Administrator. The cost of a replacement statement is $5 per request. A first-party check or money order must be made payable to Tucson Electric Power Company and must accompany the written request. The Plan Administrator will also send each Participant an Acknowledgment Form promptly after enrollment and an Investment Statement promptly after any investment activity occurs. In addition, Participants will receive copies of any amendments to the Prospectus relating to the Plan and will receive copies of the same communications sent to all other shareholders, including the Company's quarterly reports and Annual Report to Shareholders, Notice of the Annual Meeting and accompanying proxy material. -16-OTHER INFORMATION 31. WHAT HAPPENS IF THE COMPANY DECLARES A DIVIDEND PAYABLE IN COMMON STOCK OR A STOCK SPLIT? Any dividends in the form of shares of Common Stock and any shares resulting from a Common Stock split on shares held in a Participant's Plan account will be credited to the Participant's Plan account. Notification of a stock dividend or stock split will be mailed directly to the Participant in the same manner as to shareholders who are not participating in the Plan. 32. IF THE COMPANY HAS A RIGHTS OFFERING, HOW WILL A PARTICIPANT'S ENTITLEMENT BE COMPUTED? Participant's entitlement in a regular rights offering will be based upon his total holdings. Rights certificates will be issued for the number of whole shares only, however, and rights based on a fraction of a share held in a Participant's account will be sold for his account and the net proceeds will be invested. 33. WILL A PARTICIPANT'S SHARES BE VOTED AT MEETINGS OF SHAREHOLDERS? Participants in the Plan will receive a proxy statement and a proxy card representing whole Plan account shares as well as any Common Stock held of record. Shares held in the Plan may be voted in person or by proxy, just like any other share. 34. WHAT IS THE RESPONSIBILITY OF THE COMPANY AND ITS AGENTS UNDER THE PLAN? Neither the Company, in its individual capacity or as Plan Administrator, nor any Independent Agent appointed by the Company pursuant to the Plan (nor any of their respective agents, representatives, employees, officers or directors) will be liable for any act done in good faith or for any good faith omission to act with respect to the Plan, including, without limitation, any claim of liability arising out of failure to terminate a Participant's account upon such Participant's death prior to receipt of notice in writing of such death or with respect to the prices or times at which, or sources from which, shares are purchased or sold for Participants, or with respect to any fluctuation in market value before or after any purchase or sale of shares. This limitation of liability will not constitute a waiver by any Participant of his rights under the federal securities laws of the United States. THE COMPANY CANNOT AND WILL NOT GUARANTEE A PROFIT, OR PROTECT PARTICIPANTS AGAINST LOSS, ON SHARES PURCHASED OR SOLD PURSUANT TO THE PLAN. THE MARKET PRICE OF COMMON STOCK CAN FLUCTUATE SUBSTANTIALLY. 35. MAY THE PLAN BE CHANGED OR DISCONTINUED? Yes. The Company may suspend, modify or terminate the Plan at any time in whole or in part. The Plan Administrator will notify all Participants of any suspension, modification or termination of the Plan. The Company also reserves the right to interpret and regulate the Plan as it deems necessary or desirable in connection with its operation. The Company may register additional shares for sale under the Plan from time to time. -17-36. MAY COMMON STOCK HELD IN A PLAN ACCOUNT BE PLEDGED AS COLLATERAL? No. Common Stock held in a Plan account may not be assigned or pledged as collateral. Participants wishing to assign or pledge their Common Stock as collateral must have certificates issued for the shares. The certificates can then be delivered for collateral. 37. HOW MAY INSTRUCTIONS BE GIVEN TO THE PLAN ADMINISTRATOR? All instructions from a Participant to the Plan Administrator are required to be in writing, however, the Plan Administrator may in the future allow certain instructions to be given by telephone or in any other manner agreed to by the Plan Administrator and the Participant. FEDERAL INCOME TAX INFORMATION 38. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PLAN PARTICIPATION? The Company believes the following is an accurate summary of the federal tax consequences of participation in the Plan. PLEASE CONSULT YOUR TAX OR FINANCIAL ADVISOR WITH RESPECT TO FEDERAL, STATE, LOCAL AND OTHER TAX LAWS WHICH APPLY TO YOUR SPECIFIC SITUATION. Participants who purchase Common Stock through voluntary cash payments to the Plan are not treated for federal income tax purposes as receiving income by virtue of the purchase of Common Stock with the voluntary cash payment. Employees who purchase Common Stock through automatic payroll deductions, should this option become available, will recognize the same amount of compensation income (wages) for federal income tax purposes which they would have recognized had they not purchased Common Stock through automatic payroll deductions. Compensation income exists even though the amount of automatic payroll deductions is not paid to the employee in cash but instead is applied to the purchase of Common Stock for the participant's Plan Account. Any brokerage commissions paid by the Company upon the purchase of shares will constitute taxable income to the Participant on whose behalf such commissions are paid and, accordingly, such Participant will be furnished with a Form 1099-MISC. The tax basis of shares purchased with Initial Investments and Optional Investments will be equal to the amount of such investment plus the amount of any brokerage commissions, if any, paid by the Company on behalf of the Participant and included in the taxable income of the Participant. Upon the sale of either a portion or all of shares from the Plan, a Participant may recognize a capital gain or loss based on the difference between the sales proceeds, net of broker commissions, and the tax basis in the shares sold, including any fractional shares. The capital gain or loss will be long-term if the shares were held for more than one year. For Participants who are subject to U. S. withholding tax, backup withholding, or foreign taxes, the Company will withhold the required taxes from proceeds from the sale of shares sold through the Plan. The proceeds received by the Participant will be net of the required taxes. -18-USE OF PROCEEDS To the extent that shares are purchased directly from the Company, the Company intends to use the net proceeds for general corporate purposes. The Company has no basis for estimating either the number of shares of Common Stock that will ultimately be sold pursuant to the Plan or the prices at which such shares will be sold. The Company will receive nonet proceeds from the offering ofshares whichthe notes will be used (a) to fund our construction, facility improvement and/or maintenance programs, (b) to pay outstanding debt securities on their stated due dates or in some cases to redeem or repurchase debt securities prior to their stated due dates, (c) to repay short-term debt, (d) for other general corporate purposes permitted by law, or (e) to reimburse our treasury for expenditures previously made for any of these purposes. The specific purposes for the proceeds of a particular series of notes will be described in the prospectus supplement relating to that series.General
This section summarizes terms of unsecured debt securities, referred to herein as the “notes,” that we may offer with this prospectus. The notes may be issued from time to time in one or more series under an indenture, dated as of November 1, 2011 (the “Indenture”), between us and U.S. Bank National Association, trustee (the “Trustee”). The notes of a specific series and all other debt securities issued under the Indenture are
purchasedcollectively referred to herein as the “Indenture Securities.” The specific terms of each series of Indenture Securities will be established by an officer’s certificate or a supplemental Indenture. Most of the specific terms of the notes of a specific series will be described in a prospectus supplement attached to this prospectus and may vary from the terms described herein. For the purposes of this section, any reference to the “Indenture” shall generally mean the Indenture as supplemented by theIndependent Agent in open market transactions. DESCRIPTION OF CAPITAL STOCK GENERAL The authorized capital stockofficer’s certificate or supplemental Indenture relating to a specific series ofthe Company presently consists of 76,000,000 shares, consisting of 75,000,000 shares of Common Stock without par value, and 1,000,000 shares of Preferred Stock without par value ("Preferred Stock"). At the date of this Prospectus there were 32,137,226 shares of Common Stock outstanding and no shares of Preferred Stock outstanding. The following is a summary of certain rights and privileges of the holders of the Company's stock.notes. This summary does not purport to becomplete. Referencecomplete and is subject in all respects to the provisions of, and is qualified in its entirely by reference to, the Indenture, the form of certificates evidencing a specific series of notes, the prospectus supplement relating to a specific series of notes, and the Trust Indenture Act of 1939, as amended. Capitalized terms that are used in the following summary but not defined have the meanings given to those terms in the Indenture.In this “Description of Notes” section, references to “we,” “our” and “us” mean Tucson Electric Power Company excluding, unless otherwise expressly stated, its subsidiaries.
The Indenture has been filed with the SEC and is an exhibit to the registration statement which contains this prospectus. See “Where You Can Find More Information” to find out how to locate our filings with the SEC.
There are existing series of Indenture Securities outstanding under the Indenture. For current information on our debt outstanding, see our most recent annual report on Form10-K, and our quarterly reports on Form10-Q, if any, since such Form10-K. See “Where You Can Find More Information.” The Indenture permits us to issue an unlimited amount of notes from time to time in one or more series. Unless otherwise specified in the applicable prospectus supplement, all notes of any one series need not be issued at the same time, and, unless restricted, a series may be reopened for issuances of additional notes of such series. This means that we may from time to time, without the consent of the holders of the outstanding notes of a series, create and issue additional notes having the same terms and conditions as the outstanding notes of a series in all respects, except for issue date, price to public and, if applicable, the initial interest payment date. These additional notes will be consolidated with, and will form a single series with, the previously outstanding notes of that series.
The applicable prospectus supplement will describe the terms for each specific series of notes including:
title of the notes of that series,
any limit on the aggregate principal amount of the notes of that series,
maturity date,
interest rate or rates (or the method to calculate such rate),
remarketing provisions, if any,
redemption or repurchase provisions,
whether the notes will be subject to any conversion, amortization, or sinking or similar fund,
if other than the principal amount, the portion of the principal amount payable upon maturity,
whether, and on what terms and at what prices, the notes may be converted into or exercised or exchanged for any other type of security, and
any other provisions.
We may sell notes at a discount below their principal amount or at a premium above their principal amount. United States federal income tax considerations applicable to notes sold at an original issue discount will be described in the applicable prospectus supplement if we sell notes at an original issue discount. In addition, important United States federal income tax or other tax considerations applicable to any notes denominated or payable in a currency or currency unit other than United States dollars will be described in the applicable prospectus supplement if we sell notes denominated or payable in a currency or currency unit other than United States dollars.
Except as may otherwise be described in the applicable prospectus supplement, the Indenture does not contain any provisions that are intended to protect holders of notes in the event of a highly-leveraged or similar transaction involving us, whether or not in connection with a change of control. Except for the limitations on the issuance of secured debt described under “Limitations on Secured Debt” below, the Indenture does not limit the incurrence of debt by us or any of our subsidiaries. We or our affiliates may at any time and from time to time purchase some or all of the notes at any price or prices, whether by tender, in the open market, by private arrangement or otherwise, subject to applicable law.
Ranking
The notes will be our direct unsecured and unsubordinated general obligations and will rank equally with all of our other existing and future unsecured and unsubordinated debt, will be senior in right of payment to any subordinated debt that we may issue in the future and will be junior to our existing capital lease obligations and any future secured debt to the extent of the value of the collateral securing such lease obligations and any future secured debt. The Indenture does not limit the amount of debt that may be issued under the Indenture or the amount of any other debt that would rankpari passu with the notes. Limitations on the issuance of secured debt are described under “Limitation on Secured Debt” below.
Payment and Paying Agents
Unless otherwise specified in the applicable prospectus supplement, interest on the notes payable on each interest payment date will be paid to the Person in whose name that note is registered as of the close of business on the regular record date for the interest payment date, which will be the close of business on the Business Day immediately preceding such interest payment date so long as all of the notes of the same series as that note remain in book-entry only form, or on the 15th calendar day immediately preceding each interest payment date if any of the notes of that series do not remain in book-entry only form; provided, however, that interest payable at maturity will be paid to the Person to whom the principal is paid; and provided further, that, in the case of a series of notes not in book-entry form, interest payable on a note issued after a regular record date and before the related interest payment date will be paid to the initial registered owner of that note. If there has been a default in the payment of interest on any note, other than at maturity, the defaulted interest may be paid to the holder of such note as of the close of business on a date between 10 and 15 days before the date proposed by us for payment of such defaulted interest and not less than 10 days after receipt by the Trustee of the notice of the proposed payment.
Principal, premium, if any, and interest on the notes at maturity will be payable upon presentation of the notes at the corporate trust office of the Trustee, in the City of New York, as our paying agent. We may change the place of payment on the notes, and may appoint one or more additional paying agents (including ourselves) and may remove any paying agent, all at our discretion after giving prompt written notice to the Trustee and prompt notice to the holders.
We will pay principal, premium, if any, and interest due on the notes in the form of global securities to DTC or its nominee in immediately available funds. DTC will then make payment to its participants for disbursement to the beneficial owners of the notes as described under “—Book-Entry System; Delivery and Form.”
Registration and Transfer
The transfer of notes may be registered, and notes may be exchanged for other notes of the same series, of authorized denominations and with the same terms and principal amount, at the offices of the Trustee in the City of New York. We may change the place for registration of transfer and exchange of the notes and may designate additional places for registration and exchange after giving prompt written notice to the Trustee and prompt notice to the holders. No service charge will be made for any transfer or exchange of the notes. However, we may require payment to cover any tax or other governmental charge that may be imposed. We will not be required to execute or to provide for the registration of transfer of, or the exchange of, (a) any notes during the 15 days before giving any notice of redemption, (b) any note during the 15 days before an interest payment date or (c) any note selected for redemption except the unredeemed portion of any note being redeemed in part.
Limitation on Secured Debt
So long as any Indenture Securities of any series remain outstanding with respect to which this covenant is specified as benefitting, we will not create, issue, incur or assume any Secured Debt other than Permitted Secured Debt (in each case as defined below); provided, that this covenant will not prohibit the creation, issuance, incurrence or assumption of any Secured Debt if either:
(a) we make effective provision whereby all Indenture Securities then outstanding shall be secured equally and ratably with such Secured Debt through the Release Date (as defined below); or
(b) we deliver to the Trustee to hold through the Release Date bonds, notes or other evidences of indebtedness secured by the Lien (as defined below), which secures such Secured Debt in an aggregate principal amount equal to the aggregate principal amount of the Indenture Securities then outstanding and meeting certain other requirements set forth in the Indenture.
This covenant is included in the Indenture solely for the benefit of series of Indenture Securities that are designated as “Benefitted Securities” as contemplated by the Indenture. Unless otherwise specified in the applicable prospectus supplement, the notes being offered hereby will not be designated as Benefitted Securities.
Certain Definitions
“Capital Lease Obligations” means obligations under any of our lease agreements (including any lease intended as security) which, under generally accepted accounting principles as in effect at the time such lease is entered, are required to be capitalized on the balance sheet of the Company and which shall include the Existing Capital Lease Obligations.
Unless otherwise specified in the applicable prospectus supplement, each initial and future holder of the notes offered hereby, by its acquisition of an interest in the notes, will have irrevocably consented to amend the Indenture to restate the definition of Capital Lease Obligations to have the meaning set forth below:
“Capital Lease Obligations” means (i) obligations required to be recognized as lease liabilities on the Company’s consolidated balance sheet in respect of any lease agreement (including any lease intended as security) of the Company of a character that, under generally accepted accounting principles, is required to be classified as a finance lease (or similar classification), but not as an operating lease (or similar classification), and (ii) without duplication, the Existing Capital Lease Obligations however any related lease is so required to be classified.
“Debt” means:
(i) our indebtedness for borrowed money evidenced by a bond, debenture, note or other written instrument or agreement by which we are obligated to repay such borrowed money;
(ii) any guaranty by us of any such indebtedness of another Person; and
(iii) Capital Lease Obligations.
“Debt” does not include, among other things, (x) our indebtedness under any installment sale or conditional sale agreement or any other agreement relating to indebtedness for the deferred purchase price of property or services, (y) our obligations under any lease agreements that are not Capital Lease Obligations, or (z) liabilities secured by any Lien on any property owned by us if and to the extent that we have not assumed or otherwise become liable for the payment thereof.
“Excepted Property” includes, among other things, cash, deposit accounts, securities accounts, securities entitlements, commodity accounts and securities; contracts, leases and other agreements of all kinds; contract rights, bills, notes and other instruments; revenues, accounts and accounts receivable and unbilled revenues, claims, demands and judgments; governmental and other licenses, permits, franchises, consents and allowances; certain intellectual property rights and other general intangibles; vehicles, movable equipment and aircraft; all goods, stock in trade, wares, merchandise and inventory held for sale or lease in the ordinary course of business; materials, supplies, inventory and other personal property consumable in the operation of any of our property; fuel; portable tools and equipment; furniture and furnishings; computers and data processing, telecommunications and other facilities used primarily for administrative or clerical purposes or that are otherwise not necessary for the operation or maintenance of electric, gas or water utility facilities; coal, ore, gas, oil and other minerals and timber; electric energy, gas (natural or artificial), steam, water and other products generated, produced, manufactured, purchased or otherwise acquired by us; real property, gas wells, pipe lines, and other facilities used primarily for the production or gathering of natural gas; all property that is the subject of a lease agreement designating us as lessee and our interest in such property and such lease agreement, except for the property that is subject to a lease agreement for which our obligations under such lease are Capital Lease Obligations; and all property that is not located in the State of Arizona or the State of New Mexico and is not used by us in the business of the generation, transmission and/or distribution of electric energy.
“Existing Capital Lease Obligations” means our obligations under the lease agreements which were capitalized on our consolidated balance sheet as of September 30, 2011.
“Lien” means any mortgage, deed of trust, pledge, security interest, conditional sale or other title retention agreement or any lease in the nature thereof.
“Permitted Secured Debt” means, as of any particular time, any of the following:
(i) Secured Debt that matures less than one year from the date of the issuance or incurrence thereof and is not extendible at the option of the issuer; and any refundings, refinancings and/or replacements of any such Secured Debt by or with similar Secured Debt;
(ii) Secured Debt secured by Purchase Money Liens or any other Liens existing or placed upon property at the time of, or within one hundred eighty (180) days after, the acquisition thereof by us, and any refundings, refinancings and/or replacements of any such Secured Debt; provided, however, that no such Purchase Money Lien or other Lien shall extend to or cover any of our property other than (A) the property so acquired and improvements, extensions and additions to such property and renewals, replacements and substitutions of or for such property or any part or parts thereof and (B) with respect to Purchase Money Liens, other property subsequently acquired by us;
(iii) Secured Debt originally issued by an entity with or into which we merge or consolidate that is secured by a Lien existing at the time of such merger or consolidation, and any refundings, refinancings and/or replacements of any such Secured Debt; provided, however, that no such Lien shall extend to or cover any of our property (as constituted immediately prior to such merger or consolidation) other than the property subject to such Liens immediately prior to such merger or consolidation and improvements, extensions and additions to such property and renewals, replacements and substitutions of or for such property or any part or parts thereof;
(iv) the Existing Capital Lease Obligations;
(v) Secured Debt relating to governmental obligations, the interest on which is not included in gross income for purposes of federal income taxation, issued for the purpose of financing or refinancing, in whole or in part, costs of acquisition or construction of property to be used by us, to the extent that the Lien that secures such Secured Debt is required either by applicable law or by the issuer of such governmental obligations or is otherwise necessary in order to establish or maintain such exclusion from gross income; and any refundings, refinancings and/or replacements of any such Secured Debt by or with similar Secured Debt;
(vi) Secured Debt (A) that is related to the construction or acquisition of property not previously owned by us or (B) that is related to the financing of a project involving the development or expansion of our property and (C) in either case, the obligee in respect of which has no recourse to us or any of our property other than the property constructed or acquired with the proceeds of such transaction or the project financed with the proceeds of such transaction (or the proceeds of such property or such project); and any refundings, refinancings and/or replacements of any such Secured Debt by or with Secured Debt described in clause (C) above;
(vii) Secured Debt permitted under clause (b) of the first paragraph under this heading “Limitation on Secured Debt;” and
(viii) in addition to the Permitted Secured Debt described in clauses (i) through (vii) above, Secured Debt not otherwise permitted constituting “Permitted Secured Debt” in an aggregate principal amount not exceeding the greater of (a) 10% of our Tangible Assets and (b) 10% of Total Capitalization, each as shown on our consolidated balance sheet dated as of the end of our latest fiscal quarter prior to the date of the creation, issuance, incurrence or assumption of such Secured Debt.
“Person” means any individual, corporation (as defined in the Indenture), partnership, limited liability partnership, joint venture, trust or unincorporated organization or any governmental authority.
“Purchase Money Lien” means, with respect to any property being acquired by us, a Lien on such property that:
(i) is taken or retained by the transferor of such property to secure all or part of the purchase price thereof;
(ii) is granted to one or more Persons other than the transferor which, by making advances or incurring an obligation, give value to enable the grantor of such Lien to acquire rights in or the use of such property;
(iii) is held by a trustee or agent for the benefit of one or more Persons described in clause (i) or (ii) above, provided that such Lien may be held, in addition, for the benefit of one or more other Persons which shall have theretofore given, or may thereafter give, value to or for the benefit or account of the grantor of such Lien for one or more other purposes; or
(iv) otherwise constitutes a purchase money mortgage or a purchase money security interest under applicable law;
and, without limiting the generality of the foregoing, for purposes of the Indenture, the term Purchase Money Lien will be deemed to include any Lien described above whether or not such Lien (A) shall permit the issuance or other incurrence of additional indebtedness secured by such Lien on such property, (B) shall permit the subjection to such Lien of additional property and the issuance or other incurrence of additional indebtedness on the basis thereof and/or (C) shall have been granted prior to the acquisition of such property, shall attach to or otherwise cover property other than the property being acquired and/or shall secure obligations issued prior and/or subsequent to the issuance of the obligations delivered in connection with such acquisition.
“Release Date” means the date, if any, following the election by us of either of the alternatives described in clause (a) or (b) of the first paragraph under this heading “Limitation on Secured Debt” on which either no
Benefitted Securities shall remain outstanding or no Secured Debt is then outstanding (other than the Indenture Securities) that, following the Release Date, will benefit from the Lien then securing the Indenture Securities or bonds, notes or other evidences of indebtedness described in such clause (b) held by the Trustee.
“San Carlos” means San Carlos Resources Inc. At the date of this prospectus, San Carlos is our direct, wholly-owned subsidiary that holds title to Unit 2 of the Springerville Generating Station. For purposes of the limitation on Secured Debt described under this heading, as long as San Carlos remains, directly or indirectly, our majority-owned subsidiary, the provisions of the limitations on Secured Debt described under this heading will apply to Debt of San Carlos and Liens on the property of San Carlos, and the capital stock of San Carlos held by us will not be deemed to be Excepted Property.
“Secured Debt” means Debt created, issued, incurred or assumed by us that is secured by a Lien upon any of our property (other than Excepted Property), real, personal or mixed, of whatever kind or nature and wherever located, whether owned at the date of the initial authentication and delivery of the Indenture Securities or thereafter acquired. For the purpose of the limitation on Secured Debt covenant described under this heading, any of our Capitalized Lease Obligations will be deemed to be Debt secured by the Lien on our property.
“Tangible Assets” means (i) total assets of us and our consolidated subsidiaries minus (ii) the aggregate amount of all intangible assets (other than intangible assets the cost of which is expected by us to be recovered through revenues from the sale of electrical capacity and/or energy or the provision of related services), in each case as shown on our consolidated balance sheet, all as determined in accordance with generally accepted accounting principles as applied to entities conducting the same businesses as us.
“Total Capitalization” means the total of all the following items appearing on, or included in, our consolidated balance sheet: (i) liabilities for indebtedness maturing more than 12 months from the date of determination, and (ii) common stock, common stock expense, accumulated other comprehensive income or loss, preferred stock, preference stock, premium on common stock and retained earnings (however the foregoing may be designated), less, to the extent not otherwise deducted, the cost of our shares held in our treasury, if any, all as determined in accordance with generally accepted accounting principles as applied to entities conducting the same businesses as us.
Satisfaction and Discharge
Subject to certain conditions (including conditions set forth in the officer’s certificate establishing a series of Indenture Securities), we will be discharged from our obligations in respect of the Indenture Securities of such series if we irrevocably deposit with the Trustee sufficient cash or government securities to pay the principal, interest, any premium and any other sums when due on the stated maturity date or a redemption date of such Indenture Securities.
Consolidation, Merger and Sale of Assets
The Indenture provides that we may not consolidate with or merge into any other Person or convey, transfer or lease our properties and assets substantially as an entirety to any corporation (as defined in the Indenture), unless:
the surviving or successor entity or an entity that acquires by conveyance or transfer or that leases our properties and assets substantially as an entirety is a corporation organized and validly existing under the laws of the United States of America or any state thereof or the District of Columbia and it expressly assumes our obligations on all Indenture Securities and under the Indenture;
immediately after giving effect to the transaction, no event of default under the Indenture or no event that, after notice or lapse of time or both, would become an event of default, shall have occurred and be continuing; and
we have delivered to the Trustee an officer’s certificate and an opinion of counsel as provided in the Indenture.
For purposes of the Indenture, the conveyance, other transfer, or lease by us of all of our facilities (a) for the generation of electric energy, (b) for the transmission of electric energy or (c) for the distribution of electric energy, in each case considered alone, or all of our facilities described in clauses (a) and (b), considered together, or all of our facilities described in clauses (b) and (c), considered together, shall in no event be deemed to constitute a conveyance or other transfer of all of our properties, as or substantially as an entirety, unless, immediately following such conveyance, transfer or lease, we shall own no unleased properties in the other such categories of property not so conveyed or otherwise transferred or leased.
Upon the consummation of any such transaction, the surviving or successor entity will succeed to our rights and powers under the Indenture and, except in the case of a lease, we shall be relieved of all obligations and covenants under the Indenture and the outstanding Indenture Securities. The terms of the Indenture do not restrict us in, among other situations, a merger in which we are the surviving entity.
Events of Default
“Event of default” when used in the Indenture with respect to any series of Indenture Securities means any of the following:
failure to pay interest on any Indenture Security for 30 days after it is due and payable;
failure to pay the principal of or any premium on any Indenture Security when due and payable;
failure to perform any other covenant in the Indenture, other than a covenant that does not relate to that series of Indenture Securities, that continues for 90 days after we receive written notice from the Trustee, or we and the Trustee receive a written notice from the holders of 33% in aggregate principal amount of the Indenture Securities of that series; or
events of bankruptcy, insolvency or reorganization relating to us specified in the Indenture.
In the case of the third event of default listed above, the Trustee may extend the grace period. In addition, if registered owners of a particular series have given a notice of default, then registered owners of at least the same percentage of Indenture Securities of that series, together with the Trustee, may also extend the grace period. The grace period will be automatically extended if we have initiated and are diligently pursuing corrective action and we have given a written notice of such corrective action to the Trustee within such period.
The Trustee shall give notice of any default with respect to any Indenture Securities of any series to holders of Indenture Securities of such series in a manner and to the extent required by the Trust Indenture Act of 1939. However, except in the case of a default in the payment of principal, premium or interest on any Indenture Security or in the payment of any sinking fund deposit with respect to any Indenture Security, the Trustee may withhold such notice if it is determined in good faith that the withholding of such notice would be in the interests of the holders of Indenture Securities of such series.
Remedies
Acceleration of Maturity
If an event of default applicable to the Indenture Securities of any series but not applicable to other series of outstanding Indenture Securities occurs and continues, either the Trustee or the holders of a majority in aggregate principal amount of the Indenture Securities of such series may then declare the principal amount of all Indenture Securities of such series and interest accrued thereon to be due and payable immediately. However, under the Indenture, some Indenture Securities may provide for a specified amount less than their entire principal amount to be due and payable upon that declaration. These Indenture Securities are defined as “Discount Securities” in the Indenture.
If an event of default applicable to outstanding Indenture Securities of more than one series exists, either the Trustee or the holders of a majority in aggregate principal amount of all Indenture Securities then outstanding of all such series, considered as one class, and not the holders of the Indenture Securities of any one of such series, may declare the principal of all Indenture Securities of all such series and interest accrued thereon to be due and payable immediately. As a consequence of each such declaration with respect to Indenture Securities of any series, the principal amount of, or specified portion thereof in the case of Discount Securities, such Indenture Securities and interest accrued thereon shall become due and payable immediately.
Rescission of Acceleration
At any time after a declaration of acceleration with respect to the Indenture Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained, the event of default under the Indenture giving rise to the declaration of acceleration will be considered waived, and the declaration and its consequences will be considered automatically rescinded and annulled, if:
we have paid or deposited with the Trustee a sum sufficient to pay:
(i) all overdue interest on all Indenture Securities of the series;
(ii) the principal of and premium, if any, on any Indenture Securities of the series, which have otherwise become due and interest thereon that is currently due;
(iii) interest on overdue interest, to the extent payment is lawful; and
(iv) all amounts due to the Trustee under the Indenture; and
any other event of default under the Indenture with respect to the Indenture Securities of that series, other than thenon-payment of principal of such series which shall have become due solely by such declaration of acceleration, has been cured or waived as provided in the Indenture.
However, no such waiver or rescission and annulment shall extend to or shall affect any subsequent default or impair any related right.
Control by Holders
Subject to the Indenture, if an Event of Default with respect to the Indenture Securities of any one series occurs and is continuing, the holders of a majority in principal amount of the outstanding Indenture Securities of that series will have the right to:
direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or
exercise any trust or power conferred on the Trustee with respect to the Indenture Securities of such series.
If an Event of Default is continuing with respect to more than one series of Indenture Securities, the holders of a majority in aggregate principal amount of the outstanding Indenture Securities of all such series, considered as one class, will have the right to make such direction, and not the holders of the Indenture Securities of any one of such series.
The rights of holders to make direction are subject to the following limitations:
the holders’ directions may not conflict with any law or the Indenture; and
the Trustee shall be entitled to receive from such holders security or indemnity satisfactory to it against such costs, expenses, and liabilities which might be incurred by it in compliance with any such direction.
Limitation on Right to Institute Proceedings
No holder of Indenture Securities of any series will have any right to institute any proceeding under the Indenture, or any remedy under the Indenture, unless:
the holder has previously given to the Trustee written notice of a continuing event of default under the Indenture;
the holders of a majority in aggregate principal amount of the outstanding Indenture Securities of all series in respect of which an event of default under the Indenture shall have occurred and be continuing, considered as one class, have made a written request to the Trustee, and have offered indemnity to the Trustee, such indemnity satisfactory to the Trustee, to institute proceedings;
the Trustee has failed to institute any proceeding for 60 days after receipt of such notice, request and offer of indemnity; and
no direction inconsistent with such written request shall have been given to the Trustee during that60-day period by the holders of a majority in aggregate principal amount of the outstanding Indenture Securities of all series in respect of which an event of default shall have occurred and be continuing, considered as one class.
No one or more of such holders shall have any right in any manner to affect or prejudice the rights of other such holders or obtain priority over other such holders.
However, these limitations do not apply to a suit by a holder of an Indenture Security for payment of the principal, premium, if any, or interest on the Indenture Security on or after the applicable due date.
The Trustee is not obligated to exercise any of its rights or powers under the Indenture at the request, order or direction of any of the holders, unless the holders offer the Trustee indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with any such direction.
Waiver of Default or Compliance
The holders of a majority in aggregate principal amount of the Indenture Securities of all series then outstanding and affected, considered as one class, may waive compliance by us with some restrictive provisions of the Indenture. The holders of a majority in aggregate principal amount of the outstanding Indenture Securities of any series may waive any past default under the Indenture with respect to that series, except a default in the payment of principal, premium, if any, or interest and certain covenants and provisions of the Indenture that cannot be modified or be amended without the consent of the holder of each outstanding Indenture Security of the series affected.
Modification and Waiver
Amendments Without Consent of Holders
Without the consent of any holder of Indenture Securities issued under the Indenture, including holders of the notes, we and the Trustee may enter into one or more supplemental Indentures for any of the following purposes:
to evidence the assumption by any permitted successor of our covenants in the Indenture and in the Indenture Securities;
to add additional covenants or other provisions for the benefit of the holders of all or any series of Indenture Securities or for us to surrender any right or power under the Indenture;
to add additional events of default under the Indenture for all or any series of Indenture Securities;
to change or eliminate or add any provision to the Indenture; provided, however, if the change, elimination or addition will adversely affect the interests of the holders of Indenture Securities of any series in any material respect, the change, elimination or addition will become effective only:
(i) when the consent of the holders of Indenture Securities of such series has been obtained in accordance with the Indenture; or
(ii) when no Indenture Securities of the affected series remain outstanding under the Indenture;
to provide collateral security for all but not part of the Indenture Securities, which may include supplemental Indentures entered into to effect the collateral provisions described in clauses (a) and (b) of the first paragraph under the heading “Limitation on Secured Debt” above;
to establish the form or terms of Indenture Securities of any series as permitted by the Indenture;
to provide for the authentication and delivery of bearer securities and any coupons appertaining thereto;
to evidence and provide for the acceptance of appointment of a successor trustee;
to provide for the procedures required for use of a noncertificated system of registration for the Indenture Securities of all or any series;
to change any place where principal, premium, if any, and interest shall be payable, Indenture Securities may be surrendered for registration of transfer or exchange and notices and demands to us may be served;
to amend and restate the Indenture as originally executed and as amended from time to time, with additions, deletions and other changes that do not adversely affect the interests of the holders of Indenture Securities of any series in any material respect; or
to cure any ambiguity, to correct or supplement any defect or inconsistency or to make any other changes or to add provisions with respect to matters and questions arising under the Indenture; provided that such other changes or additions do not adversely affect the interests of the holders of Indenture Securities of any series in any material respect.
Amendments With Consent of Holders
The consent of the holders of a majority in aggregate principal amount of the Indenture Securities of all series then outstanding is required for all other modifications to the Indenture. However, if less than all of the series of Indenture Securities outstanding are directly affected by a proposed supplemental Indenture, then only the consent of the holders of a majority in aggregate principal amount of all series that are directly affected, considered as one class, will be required. No such amendment or modification may:
change the stated maturity of the principal of, or any installment of principal of or interest on, any Indenture Security, or reduce the principal amount of any Indenture Security or its rate of interest or change the method of calculating the interest rate or reduce any premium payable upon redemption, or change the currency in which payments are made, or impair the right to institute suit for the enforcement of any payment on or after the stated maturity of any Indenture Security, without the consent of the holder;
reduce the percentage in principal amount of the outstanding Indenture Securities of any series the consent of the holders of which is required for any supplemental Indenture or any waiver of compliance with a provision of the Indenture or any default thereunder and its consequences, or reduce the requirements for quorum or voting, without the consent of all the holders of the series; or
modify some of the provisions of the Indenture relating to supplemental Indentures, waivers of some covenants and waivers of past defaults with respect to the Indenture Securities of any series, without the consent of the holder of each outstanding Indenture Security affected thereby.
An officer’s certificate or supplemental Indenture which changes the Indenture solely for the benefit of one or more particular series of Indenture Securities, or modifies the rights of the holders of Indenture Securities of one or more series, will not affect the rights under the Indenture of the holders of the Indenture Securities of any other series.
The Indenture provides that Indenture Securities owned by us or any other obligor or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with us or such obligor shall be disregarded and considered not to be outstanding in determining whether the required holders have given a request or consent.
We may fix in advance a record date to determine the required number of holders entitled to give any request, demand, authorization, direction, notice, consent, waiver or other such act of the holders, but we shall have no obligation to do so. If we fix a record date, that request, demand, authorization, direction, notice, consent, waiver or other act of the holders may be given before or after that record date, but only the holders of record at the close of business on that record date will be considered holders for the purposes of determining whether holders of the required percentage of the outstanding Indenture Securities have authorized or agreed or consented to the request, demand, authorization, direction, notice, consent, waiver or other act of the holders. For that purpose, the outstanding Indenture Securities shall be computed as of the record date. Any request, demand, authorization, direction, notice, consent, election, waiver or other act of a holder will bind every future holder of the same Indenture Securities and the holder of every Indenture Security issued upon the registration of transfer of or in exchange of these Indenture Securities. A transferee will be bound by acts of the Trustee or us in reliance thereon, whether or not notation of that action is made upon the Indenture Security.
Evidence of Compliance
We have agreed under the Indenture to provide to the
Company's Restated ArticlesTrustee, commencing May 1, 2012, an annual statement by an appropriate officer as to our compliance with all conditions and covenants under the Indenture.Duties of
Incorporation,Trustee; Resignation or Removal of TrusteeThe Trustee will have, and will be subject to, all the
General First Mortgage,duties and responsibilities specified with respect to an Indenture trustee underwhichtheFirst Mortgage BondsTrust Indenture Act of 1939.The Trustee may resign at any time by giving written notice to us or may be removed at any time by act of the holders of a majority in aggregate principal amount of any series of Indenture Securities then outstanding delivered to the Trustee and us. No resignation or removal of a trustee and no appointment of a successor trustee will be effective until the acceptance of appointment by a successor trustee.
So long as no event of default or event that, after notice or lapse of time, or both, would become an event of default has occurred and is continuing and except with respect to a trustee appointed by act of the holders, if we have delivered to the Trustee a resolution of our Board of Directors appointing a successor trustee and such successor has accepted the appointment in accordance with the terms of the Indenture, the Trustee will be deemed to have resigned and the successor will be deemed to have been appointed as trustee in accordance with the Indenture.
Notices
Notices to holders of notes will be given by mail to the addresses of such holders as they may appear in the security register for notes.
Title
We, the Trustee, and any of our agents or agents of the Trustee, may treat the Person in whose name notes are
issued,registered as theMRAabsolute owner thereof, whether or not the notes may be overdue, for the purpose of making payments and for all other purposes irrespective of notice to the contrary.Governing Law
The Indenture and the notes will be governed by, and construed in accordance with, the laws of the State of
Arizona,New York.Information about the
following information being qualified in its entiretyTrusteeAn affiliate of the Trustee is the trustee under various Indentures and ordinances relating to pollution control and industrial revenue development bonds issued by
such reference. COMMON STOCK Dividend Rights. Subjectvarious government bodies, the net proceeds of which have been made available tocertain limitations containedus.Book-Entry System; Delivery and Form
Book-Entry Registration
Unless otherwise specified in the
General First Mortgageapplicable prospectus supplement, the notes will initially be represented by one or more global certificates, which will be issued in definitive, fully registered, book-entry form. The global certificates will be deposited with or on behalf of DTC and registered in theMRAname of Cede & Co., as nominee of DTC. Unless and until book-entry interests are exchanged for certificated notes, thelimitations,global notes held by DTC may not be transferred except as a whole by DTC to its nominee or by a nominee of DTC to DTC or another of its nominees or by DTC or any such nominee to a successor of DTC or a nominee of such successor.Beneficial interests in the global certificates will be represented through book-entry accounts of financial institutions acting on behalf of beneficial owners as direct and indirect participants in DTC. Investors may hold interests in the global certificates through DTC either directly if they are participants in DTC or indirectly through organizations that are participants in DTC.
Payments on the notes represented by the global certificates will be made to DTC or its nominee, as the case may be, as the registered owner thereof. We expect that DTC or its nominee, upon receipt of any
specifiedpayment on the notes represented by a global certificate, will credit participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the global certificates as shown in the records of DTC or its nominee. We also expect that payments by participants to owners of beneficial interests in the global certificates held through such participants will be governed by standing instructions and customary practice as is now the case with securities held for the accounts of customers registered in the names of nominees for such customers. The participants will be responsible for those payments.So long as DTC or its nominee is the registered owner of a global certificate, DTC or that nominee will be considered the sole owner or holder of the notes represented by that global certificate for all purposes under the Indenture and under the notes. Except as provided below, owners of beneficial interests in a global certificate will not be entitled to have notes represented by that global certificate registered in their names, will not receive or be entitled to receive physical delivery of certificated notes and will not be considered the owners or holders thereof under the Indenture or under the notes for any purpose, including with respect to the
Preferred Stock,giving of any direction, instruction or approval to the Trustee. Accordingly, each holder owning a beneficial interest in a global certificate must rely on the procedures of DTC and, if that holder is not a direct or indirect participant, on the procedures of the participant through which that holder owns its interest, to exercise anyseries thereof, dividendsrights of a holder of notes under the Indenture or a global certificate.We have provided the description of the operations and procedures of DTC in this prospectus, which is based on information made available by DTC, solely as a matter of convenience. These operations and procedures are solely within the control of DTC and are subject to change by DTC from time to time. None of the Company, the underwriters or the Trustee takes any responsibility for such description or the proper performance of these operations or procedures. Neither we nor the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of notes by DTC or for maintaining, supervising or reviewing any records of DTC relating to the notes. You are urged to contact DTC or its participants directly to discuss these matters.
DTC
We understand that:
DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act.
DTC holds and provides asset servicing for U.S.and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments that DTC’s participants, or direct participants, deposit with DTC. DTC also facilitates the post-trade settlement among direct participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between direct participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct participants include both U.S.and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations.
DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC and certain other securities clearance agencies, which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S.and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a direct participant, either directly or indirectly, or indirect participants.
The DTC rules applicable to its participants are on file with the SEC. More information about DTC can be found at www.dtcc.com.
Purchases of notes under the DTC system must be made by or through direct participants, which will receive a credit for the notes on DTC’s records. The ownership interest of each actual purchaser of each note, or beneficial owner, is in turn to be recorded on the records of the direct or indirect participant in DTC through which the purchase was made. Beneficial owners will not receive written confirmation from DTC of their purchase. Beneficial owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from such direct or indirect participant. Transfers of ownership interests in the notes are to be accomplished by entries made on the books of such direct and indirect participants. Beneficial owners will not receive certificates representing their ownership interests in notes, except in the event that use of the book-entry system for the notes is discontinued.
To facilitate subsequent transfers, all notes deposited by direct participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be
paidrequested by an authorized representative of DTC. The deposit of notes with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual beneficial owners of the notes; DTC’s records reflect only the identity of the direct participants to whose accounts such notes are credited, which may or may not be the beneficial owners. The direct and indirect participants will remain responsible for keeping account of their holdings onsharesbehalf ofCommon Stock, outtheir customers.Conveyance of notices and other communications by DTC to direct participants, by direct participants to indirect participants, and by direct participants and indirect participants to beneficial owners will be governed by arrangements among them, subject to any
funds legally available therefor, when and as declared bystatutory or regulatory requirements that may be in effect from time to time.Beneficial owners of notes may wish to take certain steps to augment the
Company's Boardtransmission to them ofDirectors. Liquidation Rights. Subject to the limitations, if any, specifiednotices of significant events with respect to thePreferred Stock, or any series thereof, innotes, such as redemptions, tenders, defaults and proposed amendments to theeventIndenture. For example, beneficial owners ofany dissolution or other winding upnotes may wish to ascertain that the nominee holding the notes for their benefit has agreed to obtain and transmit notices to
beneficial owners. In the alternative, beneficial owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them.
Redemption notices will be sent to DTC. If less than all of the
Company, whether voluntary or involuntary,notes within an issue are being redeemed, DTC’s practice is to determine by lot theassetsamount of the interest of each direct participant in such issue to be redeemed.Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to notes unless authorized by a direct participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an omnibus proxy to the Company
available for paymentas soon as possible after the record date. The omnibus proxy assigns Cede & Co.’s consenting or voting rights to those direct participants to whose accounts notes are credited on the record date (identified in a listing attached to the omnibus proxy).Redemption proceeds and
distributioninterest payments on the notes will be made toshareholders shallCede & Co., or such other nominee as may bedistributed ratablyrequested by an authorized representative of DTC. DTC’s practice is to credit direct participants’ accounts upon DTC’s receipt of funds and corresponding detail information from us or the Trustee, on the payable date in accordance with their respective holdings shown on DTC’s records. Payments by participants to beneficial owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such participant and not of DTC, the Trustee or us, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds and interest payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is our or the Trustee’s responsibility, disbursement of such payments to direct participants will be the responsibility of DTC, and disbursement of such payments to theholdersbeneficial owners will be the responsibility ofsharesdirect and indirect participants.DTC may discontinue providing its services as depository with respect to the notes at any time by giving reasonable notice to us or the trustee. Under such circumstances, in the event that a successor depository is not obtained, certificated notes would be required to be printed and delivered.
We may decide to discontinue use of the
Common Stock. Voting Rights. Each holdersystem of book-entry-only transfers through DTC (or a successor securities depository). In that event, certificated notes will be printed and delivered to DTC.Clearance and Settlement Procedures
Secondary market trading between DTC participants will occur in the ordinary way in accordance with DTC rules and will be settled in immediately available funds.
Certificated Notes
We will not issue certificated notes, except that we will issue certificated notes to each person that DTC identifies as the beneficial owner of the
Common Stock shall,notes represented by a global certificate upon surrender by DTC of the global certificates if:DTC notifies us that it is no longer willing or able to act as a depositary for such global certificate or ceases to be a clearing agency registered under the Exchange Act, and we have not appointed a successor depositary within 90 days of that notice or becoming aware that DTC is no longer so registered;
an event of default under the Indenture has occurred and is continuing, and DTC requests the issuance of certificated notes; or
we determine not to have the notes represented by such global certificate.
Neither we nor the Trustee will be liable for any delay by DTC, its nominee or any direct or indirect participant in identifying the beneficial owners of the notes. We and the Trustee may conclusively rely on, and will be protected in relying on, instructions from DTC or its nominee for all purposes, including with respect to the registration and delivery, and the respective principal amounts, of the certificated notes to be issued.
General. We may sell the notes offered pursuant to this prospectus:
(1) through underwriters or dealers,
(2) through agents,
(3) directly to one or more purchasers, or
(4) other methods described in the applicable prospectus supplement.
This prospectus may be used in connection with any offering of securities through any of these methods.
Through Underwriters or Dealers. If we use underwriters in the
electionsale ofdirectorsnotes of a specific series, the underwriters will acquire the notes of that series for their own account. The underwriters may resell such notes in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The underwriters may sell the notes directly or through underwriting syndicates represented by managing underwriters. Unless otherwise stated in the prospectus supplement relating to the notes of a specific series, the obligations of the underwriters to purchase the notes of that series will be subject to certain conditions, andupon each other matter coming beforethe underwriters will be obligated to purchase all of those notes if they purchase anymeetingofshareholders,them. If we use a dealer in the sale, we will sell the notes to the dealer as principal. The dealer may then resell the notes of that series at varying prices determined at the time of resale.Any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be
entitledchanged from time to time.Through Agents. We may designate one or more agents to sell the notes of a specific series. Unless otherwise stated in a prospectus supplement, the agents will agree to use their best efforts to solicit purchases for the period of their appointment.
Directly. We may sell the notes of a specific series directly to one
(1) vote for each share of such stock outstanding inor more purchasers. In this case, no underwriters, dealers or agents would be involved.Other Information. A prospectus supplement will state the name of
such holderany underwriter, dealer or agent and the amount of any compensation, underwriting discounts or concessions paid, allowed or reallowed to them. A prospectus supplement will also state the proceeds to us from the sale of the notes of a specific series, any initial public offering price and other terms of the offering of those notes.We may authorize underwriters, dealers or agents to solicit offers by certain institutions to purchase the notes of a specific series from us at the public offering price and on the
books of the Company. The Participant will vote the shares heldterms described in thePlanrelated prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in thesame manner as shares in certificated form. Each Participantfuture.The notes of a specific series may also be offered and sold, if so indicated in the
Planapplicable prospectus supplement, in connection with a remarketing upon their purchase, in accordance with a redemption or repayment pursuant to their terms, or otherwise, by one or more firms, which are referred to herein as the “remarketing firms,” acting as principals for their own accounts or as agent for us, as applicable. Any remarketing firm willreceive a Notice of the Annual Meeting, a Proxy Statement, a proxy voting cardbe identified and theCompany's Annual Reportterms of its agreement, if any, with us, and its compensation will be described in the applicable prospectus supplement. Remarketing firms may be deemed toShareholders.be underwriters, as that term is defined in the Securities Act, in connection with the securities remarketed thereby.We may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If indicated in the applicable prospectus supplement, in connection with those derivatives, the third parties may sell securities covered by this prospectus and the
applicable prospectus supplement, including in short sale transactions. If so, the third parties may use securities pledged by us or borrowed from any of them or others to settle those sales or to close out any related open borrowings of securities, and may use securities received from us in settlement of those derivatives to close out any related open borrowings of securities. The
proxy voting card will solicit proxies forthird party in such sale transactions would be an underwriter and, if not identified in this prospectus, would be identified in thewhole Plan shares heldapplicable prospectus supplement.We may have agreements to indemnify underwriters, dealers and agents against, or to contribute to payments that the underwriters, dealers and agents may be required to make in
a Participant's Plan account along with any certificated shares a Participant may hold in certificated form outsiderespect of, certain civil liabilities, including liabilities under thePlan. Miscellaneous.Securities Act.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. -19-PREFERRED STOCK The Board of Directorsconsolidated financial statements of the Companyhas authority to divide the Preferred Stock into seriesas of December 31, 2018 andto determine the designation, preferences, and voting powersfor each of theshares of each series so established and the restrictions and qualifications thereof, all to the extent andtwo years in themanner provided by law. DESCRIPTION OF WARRANTS In December 1992, the Company issued warrants for the purchase of approximately 2.4 million shares of Common Stock (adjusted for the Company's reverse stock split in 1996). One share of TEP Common Stock may be purchased for $16 plus five TEP Warrants at any time through December 15, 2002. The number and kind of shares purchasable upon the exercise of the warrants and the exercise price are subject to adjustment in certain circumstances. Holders of the warrants are not entitled, by virtue of being holders, to receive dividends or to consent or to receive notice as shareholders in respect of any meeting of shareholders for the election of directors of the Company's Board of Directors or any other matter, or to vote at any meeting, or to exercise any rights whatsoever as shareholders. EXPERTS The financial statementsperiod then ended, incorporated in this prospectus by reference from theLatest Annual ReportCompany’s 2018 Form10-K, have been audited by Deloitte & Touche LLP, an independentauditors,registered public accounting firm, as stated in their report, which is incorporated herein byreference, and hasreference. Such consolidated financial statements have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.With respect to any unaudited interimThe consolidated financial
information includedstatements of the Company as of December 31, 2016, and for the year in theCompany's Quarterly Report onperiod then ended, incorporated in this prospectus by reference from the Company’s 2018 Form10-Q that10-K, have been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report, which is incorporated herein byreference, Deloitte & Touche LLP has applied limited procedures in accordance with professional standards for reviews of such information. As stated in their report included in the Company's Quarterly Report on Form 10-Q that is incorporated by reference herein, they did not audit and they do not express an opinion on such interimreference. Such consolidated financialinformation. Accordingly, the degree of reliance on their report on such information should be restricted in light of the limited nature of the review procedures applied. Deloitte & Touche LLP is not subject to the liability provisions of Section 11 of the Securities Act for their report on the unaudited interim financial information because the report is not a "report" or a "part" of the registration statement prepared or certified by an accountant within the meaning of Sections 7 and 11 of the Securities Act. To the extent that the statements made in the Latest Annual Report under Item 1. BUSINESS and under Item 3. LEGAL PROCEEDINGS are, or refer to, statements of law or legal conclusions, and insofar as Arizona laws are concerned, suchstatements have beenprepared or reviewed by Dennis R. Nelson, Esq., Vice President, General Counsel and Corporate Secretary to the Company, and have beenso incorporated herein by reference in reliance upon suchreview. -20-SHAREHOLDERreport given on their authority as experts in accounting and auditing.Certain legal matters will be passed upon for us by Todd C. Hixon, our Vice President, General Counsel and Chief Compliance Officer, and by Morgan, Lewis & Bockius LLP, our special New York counsel.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the various expenses, all of which will be borne by us, in connection with the sale and distribution of the securities being registered.
SEC Registration Fee
$ 169,680.00 Rating Agencies’ Fees
(1) Trustee’s Fees
(1) Printing Expenses
(1) Accounting Fees and Expenses
(1) Legal Fees and Expenses
(1) Marketing Fees and Expenses
(1) Miscellaneous
(1)
Total
$ (1)
(1) These fees and expenses depend on the number of issuances and accordingly cannot be estimated at this time. These fees and expenses will be reflected in the applicable prospectus supplement.
Item 15. Indemnification of Directors and Officers.
Arizona corporate law generally authorizes, on anon-exclusive basis, indemnification of officers and directors who have acted or failed to act, in good faith, in a manner believed to be in or not opposed to the best interest of Tucson Electric Power Company
Street Address(with certain limitations in the case of220 West Sixth Street Company Headquarters:actions by or in the right of TucsonArizona 85701 Mailing AddressElectric Power Company) and mandates such indemnification in the case ofP. O. Box 711 Company Headquarters: Tucson, AZ 85702 Telephone Number: (520) 571-4000 Shareholder Account Information: --Stock Transfer Investor Services Requirements, P. O. Box 28803 Plan and Account Tucson, AZ 85726-8803 Information: --Telephone Number: (520) 884-3661 --Home Page: http:\\www.tucsonelectric.c om --Fax Number: (520) 770-2015 Stock Listing Information: --Ticker Symbol TEP (NYSE & PSE): --Financial Listings TucsonElec (Wall Street Jrnl): CUSIP Number: 898813 70 4 -21-================================================================= NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY TUCSON ELECTRIC POWER COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR THE SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES OTHER THAN THE SECURITIES DESCRIBED IN THIS PROSPECTUS, OR AN OFFER TO SELL, OR THE SOLICITATION OF AN OFFER TO BUY, SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF SUCH INFORMATION. ================================================================= ================================================================= TUCSON ELECTRIC POWER COMPANY ---------- INVESTMENT PLUS PLAN ---------- COMMON STOCK WITHOUT PAR VALUE ---------- PROSPECTUS ---------- 1,000,000 Shares ________, 1997 =================================================================PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION S.E.C. Filing Fee . . . . . . . . . . . . . . . . . . $ 4,425 Listing Fees . . . . . . . . . . . . . . . . . . . . . 17,250 Printing Expenses* . . . . . . . . . . . . . . . . . . 22,000 Accounting Fees and Expenses . . . . . . . . . . . . . 8,000 Legal Fees and Expenses* . . . . . . . . . . . . . . . 40,000 Marketing Fees and Expenses* . . . . . . . . . . . . . 25,000 Miscellaneous* . . . . . . . . . . . . . . . . . . . . 1,500 -------- Total . . . . . . . . . . . . . . . . . . . . . . $118,175 ======== -------------- * Estimated. ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERSan officer or director who is successful on the merits or otherwise in defense of claims by reason of the individual’s status as an officer or director.Article SEVENTH of the Restated Articles of Incorporation of
theTucson Electric Power Company, as amended, provides in pertinent part as follows:SEVENTH:
(B) No director of the Corporation shall be personally liable for monetary damages for breach of fiduciary duty as a
Directors;Director; provided, however, that nothing herein shall be deemed to eliminate or limit any liability which may not be so eliminated or limited under the laws of the State of Arizona, as in effect at the effective date of this paragraph (B) of Article SEVENTH or as thereafter amended. No amendment, modification or repeal of this paragraph (B) shall eliminate or limit the protection afforded by this paragraph (B) to a director with respect to any act or omission occurring before the effective date thereof.(C) (1) The Corporation shall, to the maximum extent permitted by applicable law, as from time to time in effect, indemnify any person who was or is a party to or otherwise involved in (or threatened to be made a party
ofto or otherwise involved in) any threatened, pending or completed action, suit or proceeding (hereinafter called an"Action"“Action”), whether civil, criminal, administrative or investigative (including without limitation any Action by or in the right of the Corporation to procure a judgment in its favor) by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or any other entity or enterprise, against expenses, includingattorneys'attorneys’ fees, and against judgments, fines and amounts paid in settlement incurred by him in connection with such Action or any appeal therein.(2) The Corporation shall pay any expenses incurred by a director or officer of the Corporation in defending any such Action in advance of the final disposition thereof upon receipt of any undertaking by or on behalf of such person to repay such advances to the extent of the amount to which such person shall ultimately be determined not to be entitled.
(3) The Corporation, by resolution of the Board of Directors, may extend the benefits of this paragraph (C) of Article SEVENTH to employees, agents and other representatives of the Corporation (each director, officer, employee, agent and other representative entitled to benefits under this paragraph (C) being hereinafter sometimes called an
"Indemnified Person"“Indemnified Person”).(4) All rights to indemnification and to the advancement of expenses granted under or pursuant to this paragraph (C) shall be deemed to arise out of a contract between the Corporation and each person who is an Indemnified Person at any time while this
II-1paragraph (C) is in effect and may be evidenced by a separate contract between the Corporation and each Indemnified Person; and such rights shall be effective in respect of all Actions commenced after the effective date of this paragraph (C), whether arising from acts or omissions occurring before or after such date. No amendment, modification or repeal of this Article shall affect any rights or obligations theretofore existing. (5) The Corporation may purchase and maintain insurance on behalf of, or insure or cause to be insured, any person who is an Indemnified Person against any liability asserted against him and incurred by him in any capacity in respect of which he is an Indemnified Person, or arising out of his status in such capacity, whether or not the Corporation would have the power to indemnify him against such liability under this Article. As used in this Section,
"insurance"“insurance” includes retrospectively rated and self-insured programs; provided, however, that no such program shall provide coverage for directors and officers which is prohibited by applicable law. TheCorporation'sCorporation’s indemnity of any person who is an Indemnified Person shall be reduced by any amounts such person may collect with respect to such liability (a) under any policy of insurance purchased and maintained on his behalf by the Corporation or (b) from any other entity or enterprise served by such person.(6) The rights to indemnification and to the advancement of expenses and all other benefits provided by, or granted pursuant to, this Article shall continue as to a person who has ceased to serve in the capacity in respect of which such person was an Indemnified Person and shall inure to the benefit of the heirs, executors and administrators of such person.
(7) The Board of Directors shall have the power and authority to make, alter, amend and repeal such procedural rules and regulations relating to indemnification and the advancement of expenses as it, in its discretion, may deem necessary or expedient in order to carry out the purposes of this Article, such rules and regulations, if any, to be set forth in the Bylaws of the Corporation or in a resolution of the Board of Directors.
ITEM 16. EXHIBITS Reference is made to
Item 16. Exhibits.
See the Exhibit Index
on page II-6 hereof. ITEM 17. UNDERTAKINGSimmediately preceding the signature pages of this registration statement, which is incorporated by reference herein.
Item 17. Undertakings.
(a) The undersigned
registrantRegistrant hereby undertakes:(1)
Toto file, during any period in which offers or sales are being made, apost effectivepost-effective amendment to this registrationstatementstatement:(i) to include any prospectus required by
sectionSection 10(a)(3) of the Securities Act;(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post- effectivepost-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registrationstatement; notwithstandingstatement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or highandend of the estimated maximum offering range may be reflected in the form of prospectus filed with theCommissionSEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a20 percent20% change in the maximum aggregate offering price set forth in the"Calculation“Calculation of RegistrationFee"Fee” table in the effective registration statement; and(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however, that
the registrant needparagraphs (i), (ii) and (iii) above do notfile a post-effective amendment to includeapply if the information required to be included in a post-effective amendment bysubsection (i) or (ii) if the informationthose paragraphs is contained inperiodicreports filed with or furnished to the Commission by theregistrantRegistrant pursuant tosectionSection 13 orsectionSection 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement;(2)
That,that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating toII-2the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.thereof;(3)
Toto remove from registration by means of apost- effectivepost-effective amendment any of the securities being registered which remain unsold at the termination of the offering;(4) that, for the purpose of determining liability under the Securities Act to any purchaser:
(A) Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and
(4) That,included in the registration statement; and(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; and
(5) that, for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the
registrant'sRegistrant’s annual report pursuant tosectionSection 13(a) orsectionSection 15(d) of the Exchange Act that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the
registrantRegistrant pursuant to theforegoingprovisions described under Item 15 above, or otherwise, theregistrantRegistrant has been advised that in the opinion of theSecurities and Exchange CommissionSEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by theregistrantRegistrant of expenses incurred or paid by a director, officer or controlling person of theregistrantRegistrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, theregistrantRegistrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.II-3EXHIBIT INDEX
* Previously filed.
Each director and/or officer of the registrant whose signature appears below hereby appoints
Ira R. Adler, Dennis R. NelsonDavid G. Hutchens, Frank P. Marino, andKaren G. Kissinger,Todd C. Hixon, and each of them severally, as hisattorney- in-factattorney-in-fact to sign in his name and behalf, in any and all capacities stated below, and to file with the Securities and Exchange Commission, any and all amendments, including post-effective amendments, to this registration statement, and the registrant hereby also appoints each such agent for service as itsattorney-in-fact withthelike authority to sign and file any suchamendmentsamendment in its name and behalf.SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that itregistrant hasreasonablegrounds to believe that it meets allofthe requirements for filing on FormS-3 andhasduly caused thisRegistration Statementregistration statement to be signed on its behalf by the undersigned, thereunto duly authorizedto sign,in the City of Tucson,and theState of Arizona, onJuly 9, 1997. TUCSON ELECTRIC POWER COMPANY By: /s/ Ira S. Adler ---------------------------------- IRA R. ADLER Senior Vice President and PrincipalJune 6, 2019.
TUCSON ELECTRIC POWER COMPANY By: /s/ Frank P. Marino
Frank P. Marino Senior Vice President, Chief Financial Officer and Director Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Date: July 9, 1997 /s/ Charles E. Bayless ----------------------------------- Charles E. Bayless Chairman of the Board, President and Principal Executive Officer Date: July 9, 1997 /s/ Ira R. Adler ----------------------------------- Ira R. Adler Principal Financial Officer Date: July 9, 1997 /s/ Karen G. Kissinger ----------------------------------- Karen G. Kissinger Principal Accounting Officer Date: July 9, 1997 /s/ Elizabeth T. Alexander ----------------------------------- Elizabeth T. Alexander Director Date: July 9, 1997 /s/ Jose L. Canchola ----------------------------------- Jose L. Canchola Director Date: July 9, 1997 /s/ John L. Carter ----------------------------------- John L. Carter Director Date: July 9, 1997 /s/ John A. Jeter ----------------------------------- John A. Jeter Director II-4Date: July 9, 1997 /s/ R. B. O'Rielly ----------------------------------- R. B. O'Rielly Director Date: July 9, 1997 /s/ Martha R. Seger ----------------------------------- Martha R. Seger Director Date: July 9, 1997 /s/ Donald G. Shropshire ----------------------------------- Donald G. Shropshire Director Date: July 9, 1997 /s/ H. Wilson Sundt ----------------------------------- H. Wilson Sundt Director II-5EXHIBIT INDEX Exhibit No. Description of Exhibit ----------- ---------------------- *4(a)(1) -- Indenture, dated as of April 1, 1941, to The Chase National Bank of the City of New York, as Trustee. (Form S-7, File No. 2-59906--Exhibit 2(b)(1).) *4(a)(2) -- First Supplemental Indenture, dated as of October 1, 1946. (Form S-7, File No. 2-59906-- Exhibit 2(b)(2).) *4(a)(3) -- Second Supplemental Indenture, dated as of October 1, 1947. (Form S-7, File No. 2-59906-- Exhibit 2(b)(3).) *4(a)(4) -- Third Supplemental Indenture, dated as of April 1, 1949. (Form S-7, File No. 2-59906--Exhibit 2(b)(4).) *4(a)(5) -- Fourth Supplemental Indenture, dated as of December 1, 1952. (Form S-7, File No. 2-59906-- Exhibit 2(b)(5).) *4(a)(6) -- Fifth Supplemental Indenture, dated as of January 1, 1955. (Form S-7, File No. 2-59906-- Exhibit 2(b)(6).) *4(a)(7) -- Sixth Supplemental Indenture, dated as of January 1, 1958. (Form S-7, File No. 2-59906-- Exhibit 2(b)(7).) *4(a)(8) -- Seventh Supplemental Indenture, dated as of November 1, 1959. (Form S-7, File No. 2-59906-- Exhibit 2(b)(8).) *4(a)(9) -- Eight Supplemental Indenture, dated as of November 1, 1961. (Form S-7, File No. 2-59906-- Exhibit 2(b)(9).) *4(a)(10) -- Ninth Supplemental Indenture, dated as of February 20, 1964. (Form S-7, File No. 2-59906- -Exhibit 2(b)(10).) *4(a)(11) -- Tenth Supplemental Indenture, dated as of February 1, 1965. (Form S-7, File No. 2-59906-- Exhibit 2(b)(11).) *4(a)(12) -- Eleventh Supplemental Indenture, dated as of February 1, 1966. (Form S-7, File No. 2-59906-- Exhibit 2(b)(12).) *4(a)(13) -- Twelfth Supplemental Indenture, dated as of November 1, 1969. (Form S-7, File No. 2-59906-- Exhibit 2(b)(13).) *4(a)(14) -- Thirteenth Supplemental Indenture, dated as of January 20, 1970. (Form S-7, File No. 2-59906-- Exhibit 2(b)(14).) *4(a)(15) -- Fourteenth Supplemental Indenture, dated as of September 1, 1971. (Form S-7, File No. 2-59906- -Exhibit 2(b)(15).) *4(a)(16) -- Fifteenth Supplemental Indenture, dated as of March 1, 1972. (Form S-7, File No. 2-59906-- Exhibit 2(b)(16).) *4(a)(17) -- Sixteenth Supplemental Indenture, dated as of May 1, 1973. (Form S-7, File No. 2-59906-- Exhibit 2(b)(17).) *4(a)(18) -- Seventeenth Supplemental Indenture, dated as of November 1, 1975. (Form S-7, File No. 2-59906-- Exhibit 2(b)(18).) ---------------------------- * Previously filed as indicated and incorporated herein by reference. II-6Exhibit No. Description of Exhibits ----------- ----------------------- *4(a)(19) -- Eighteenth Supplemental Indenture, dated as of November 1, 1975. (Form S-7, File No. 2-59906-- Exhibit 2(b)(19).) *4(a)(20) -- Nineteenth Supplemental Indenture, dated as of July 1, 1976. (Form S-7, File No. 2-59906-- Exhibit 2(b)(20).) *4(a)(21) -- Twentieth Supplemental Indenture, dated as of October 1, 1977. (Form S-7, File No. 2-59906-- Exhibit 2(b)(21).) *4(a)(22) -- Twenty-first Supplemental Indenture, dated as of November 1, 1977. (Form 10-K for the year ended December 31, 1980, File No. 1-5924-- Exhibit 4(v).) *4(a)(23) -- Twenty-second Supplemental Indenture, dated as of January 1, 1978. (Form 10-K for the year ended December 31, 1980, File No. 1-5924-- Exhibit 4(w).) *4(a)(24) -- Twenty-third Supplemental Indenture, dated as of July 1, 1980. (Form 10-K for the year ended December 31, 1980, File No. 1-5924--Exhibit 4(x).) *4(a)(25) -- Twenty-fourth Supplemental Indenture, dated as of October 1, 1980. (Form 10-K for the year ended December 31, 1980, File No. 1-5924-- Exhibit 4(y).) *4(a)(26) -- Twenty-fifth Supplemental Indenture, dated as of April 1, 1981. (Form 10-Q for the quarter ended March 31, 1981, File No. 1-5924--Exhibit 4(a).) *4(a)(27) -- Twenty-sixth Supplemental Indenture, dated as of April 1, 1981. (Form 10-Q for the quarter ended March 31, 1981, File No. 1-5924--Exhibit 4(b).) *4(a)(28) -- Twenty-seventh Supplemental Indenture, dated as of October 1, 1981. (Form 10-Q for the quarter ended September 30, 1982, File No. 1-5924-- Exhibit 4(c).) *4(a)(29) -- Twenty-eighth Supplemental Indenture, dated as of June 1, 1990. (Form 10-Q for the quarter ended June 30, 1990, File No. 1-5924--Exhibit 4(a)(1).) *4(a)(30) -- Twenty-ninth Supplemental Indenture, dated as of December 1, 1992. (Form S-1, Registration No. 33-55732--Exhibit 4(a)(30).) *4(a)(31) -- Thirtieth Supplemental Indenture, dated as of December 1, 1992. (Form S-1, Registration No. 33-55732--Exhibit 4(a)(31).) *4(a)(32) -- Thirty First Supplemental Indenture, dated May 1, 1996. (Form 10-K for the year ended December 31, 1996, File No. 1-5924--Exhibit 4(a)(32).) *4(a)(33) -- Thirty Second Supplemental Indenture, dated May 1, 1996. (Form 10-K for the year ended December 31, 1996, File No. 1-5924--Exhibit 4(a)(33).) *4(b)(1) -- Installment Sale Agreement, dated as of December 1, 1973, among the City of Farmington, New Mexico, Public Service Company of New Mexico and the Registrant. (Form 8-K for the month of January 1974, File No. 0-269--Exhibit 3.) *4(b)(2) -- Ordinance No. 486, adopted December 17, 1973, of the City of Farmington, New Mexico (Form 8-K for the month of January 1974, File No. 0-269-- Exhibit 4.) *4(c)(1) -- Loan Agreement, dated as of September 15, 1981, between the Industrial Development Authority of the County of Apache, Arizona and the Registrant, relating to Floating Rate Monthly Demand Pollution Control Revenue Bonds, 1981 Series B (Tucson Electric Power Company Project). (Form 10-K for the year ended December 31, 1981, File No. 1-5924--Exhibit 4(d)(1).) ----------------- * Previously filed as indicated and incorporated herein by reference. II-7Exhibit No. Description of Exhibit ----------- ---------------------- *4(c)(2) -- Indenture of Trust, dated as of September 15, 1981, between the Apache County Authority and Morgan Guaranty Trust Company of New York, authorizing Floating Rate Monthly Demand Pollution Control Revenue Bonds, 1981 Series B (Tucson Electric Power Company Project). (Form 10-K for the year ended December 31, 1981, File No. 1-5924--Exhibit 4(d)(2).) *4(d)(1) -- Second Supplemental Loan Agreement, dated as of October 1, 1981, between the Apache County Authority and the Registrant, relating to Floating Rate Monthly Demand Pollution Control Revenue Bonds, 1981 Series B (Tucson Electric Power Company Project). (Form 10-K for the year ended December 31, 1982, File No. 1-5924-- Exhibit 4(f)(1).) *4(d)(2) -- Second Supplemental Indenture, dated as of October 1, 1981, between the Apache County Authority and Morgan Guaranty relating to Floating Rate Monthly Demand Pollution Control Revenue Bonds, 1981 Series B (Tucson Electric Power Company Project). (Form 10-K for the year ended December 31, 1981, File No. 1-5924-- Exhibit 4(f)(2).) *4(d)(3) -- Third Supplemental Loan Agreement, dated as of December 1, 1985, between the Apache County Authority and the Registrant, relating to Floating Rate Monthly Demand Pollution Control Revenue Bonds, 1981 Series B (Tucson Electric Power Company Project). (Form 10-K for the year ended December 31, 1987, File No. 1-5924-- Exhibit 4(d)(3).) *4(d)(4) -- Third Supplemental Indenture, dated as of December 1, 1985, between the Apache County Authority and Morgan Guaranty relating to Floating Rate Monthly Demand Pollution Control Revenue Bonds, 1981 Series B (Tucson Electric Power Company Project). (Form 10-K for the year ended December 31, 1987, File No. 1-5924-- Exhibit 4(d)(4).) *4(d)(5) -- Fourth Supplemental Indenture of Trust, dated as of March 31, 1992, between the Apache County Authority and Morgan Guaranty relating to Pollution Control Revenue Bonds, 1981 Series B (Tucson Electric Power Company Project). (Form S-4, Registration No. 33-52860--Exhibit 4(d)(5).) *4(d)(6) -- Fourth Supplemental Loan Agreement, dated as of March 31, 1992, between the Apache County Authority and the Registrant, relating to Pollution Control Revenue Bonds, 1981 Series B (Tucson Electric Power Company Project). (Form S-4, Registration No. 33-52860--Exhibit 4(d)(6).) *4(e)(1) -- Loan Agreement, dated as of October 1, 1981, between The Industrial Development Authority of the County of Pima, Arizona (the Pima County Authority) and the Registrant, relating to Floating Rate Monthly Demand Pollution Control Revenue Bonds, 1981 Series A (Tucson Electric Power Company Project). (Form 10-K for the year ended December 31, 1981, File No. 1-5924-- Exhibit 4(f)(1).) *4(e)(2) -- Indenture of Trust, dated as of October 1, 1981, between the Pima County Authority and Morgan Guaranty, authorizing Floating Rate Monthly Demand Pollution Control Revenue Bonds, 1981 Series A (Tucson Electric Power Company Project). (Form 10-K for the year ended December31,1981,FileNo.1-5924--Exhibit4(f)(2).) ----------------- * Previously filed as indicated and incorporated herein by reference. II-8Exhibit No. Description of Exhibit ----------- ---------------------- *4(f)(1) -- Loan Agreement, dated as of July 1, 1982, between the Pima County Authority and the Registrant, relating to Floating Rate Monthly Demand Industrial Development Revenue Bonds, 1982 Series A (Tucson Electric Power Company General Project). (Form 10-Q for the quarter ended June 30, 1982, File No. 1-5924--Exhibit 4(a).) *4(f)(2) -- Indenture of Trust, dated as of July 1, 1982, between the Pima County Authority and Morgan Guaranty relating to Floating Rate Monthly Demand Industrial Development Revenue Bonds, 1982 Series A (Tucson Electric Power Company General Project). (Form 10-Q for the quarter ended June 30, 1982, File No. 1-5924--Exhibit 4(b).) *4(f)(3) -- First Supplemental Loan Agreement, dated as of March 31, 1992, between the Pima County Authority and the Registrant, relating to Industrial Development Revenue Bonds, 1982 Series A (Tucson Electric Power Company General Project). (Form S-4, Registration No. 33-52860- -Exhibit 4(f)(3).) *4(f)(4) -- First Supplemental Indenture of Trust, dated as of March 31, 1992, between the Pima County Authority and Morgan Guaranty relating to Industrial Development Revenue Bonds, 1982 Series A (Tucson Electric Power Company General Project). (Form S-4, Registration No. 33-52860- -Exhibit 4(f)(4).) *4(g)(1) -- Loan Agreement, dated as of July 1, 1982, between the Pima County Authority and the Registrant, relating to Quarterly Tender Industrial Development Revenue Bonds, 1982 Series A (Tucson Electric Power Company General Project). (Form 10-Q for the quarter ended June 30, 1982, File No. 1-5924--Exhibit 4(c).) *4(g)(2) -- Indenture of Trust, dated as of July 1, 1982, between the Pima County Authority and Morgan Guaranty, authorizing Quarterly Tender Industrial Development Revenue Bonds, 1982 Series A (Tucson Electric Power Company General Project). (Form 10-Q for the quarter ended June 30, 1982, File No. 1-5924--Exhibit 4(d).) *4(g)(3) -- First Supplemental Loan Agreement, dated as of March 31, 1992, between the Pima County Authority and the Registrant, relating to Industrial Development Revenue Bonds, 1982 Series A (Tucson Electric Power Company General Project). (Form S-4, Registration No. 33-52860- -Exhibit 4(g)(3).) *4(g)(4) -- First Supplemental Indenture of Trust, dated as of March 31, 1992, between the Pima County Authority and Morgan Guaranty relating to Industrial Development Revenue Bonds, 1982 Series A (Tucson Electric Power Company General Project). (Form S-4, Registration No. 33-52860- -Exhibit 4(g)(4).) *4(h)(1) -- Loan Agreement, dated as of October 1, 1982, between the Pima County Authority and the Registrant, relating to Floating Rate Monthly Demand Industrial Development Revenue Bonds, 1982 Series A (Tucson Electric Power Company Irvington Project). (Form 10-Q for the quarter ended September 30, 1982, File No. 1-5924-- Exhibit 4(a).) *4(h)(2) -- Indenture of Trust, dated as of October 1, 1982, between the Pima County Authority and Morgan Guaranty, authorizing Floating Rate Monthly Demand Industrial Development Revenue Bonds, 1982 Series A (Tucson Electric Power Company Irvington Project). (Form 10-Q for the quarter ended September 30, 1982, File No. 1- 5924--Exhibit 4(b).) ----------------- * Previously filed as indicated and incorporated herein by reference. II-9Exhibit No. Description of Exhibit ----------- ---------------------- *4(h)(3) -- First Supplemental Loan Agreement, dated as of March 31, 1992, between the Pima County Authority and the Registrant, relating to Industrial Development Revenue Bonds, 1982 Series A (Tucson Electric Power Company Irvington Project). (Form S-4, Registration No. 33-52860--Exhibit 4(h)(3).) *4(h)(4) -- First Supplemental Indenture of Trust, dated as of March 31, 1992, between the Pima County Authority and Morgan Guaranty relating to Industrial Development Revenue Bonds, 1982 Series A (Tucson Electric Power Company Irvington Project). (Form S-4, Registration No. 33-52860--Exhibit 4(h)(4).) *4(i)(1) -- Loan Agreement, dated as of December 1, 1982, between the Pima County Authority and the Registrant, relating to Floating Rate Monthly Demand Industrial Development Revenue Bonds, 1982 Series A (Tucson Electric Power Company Projects). (Form 10-K for the year ended December 31, 1982, File No. 1-5924--Exhibit 4(k)(1).) *4(i)(2) -- Indenture of Trust, dated as of December 1, 1982, between the Pima County Authority and the Morgan Guaranty, authorizing Floating Rate Monthly Demand Industrial Development Revenue Bonds, 1982 Series A (Tucson Electric Power Company Projects). (Form 10-K for the year ended December 31, 1982, File No. 1-5924-- Exhibit 4(k)(2).) *4(i)(3) -- First Supplemental Loan Agreement, dated as of March 31, 1992, between the Pima County Authority and the Registrant, relating to Industrial Development Revenue Bonds, 1982 Series A (Tucson Electric Power Company Projects). (Form S-4, Registration No. 33- 52860--Exhibit 4(i)(3).) *4(i)(4) -- First Supplemental Indenture of Trust, dated as of March 31, 1992, between the Pima County Authority and Morgan Guaranty, relating to Industrial Development Revenue Bonds, 1982 Series A (Tucson Electric Power Company Projects). (Form 10-K for the year ended December 31, 1982, File No. 1-5924--Exhibit 4(k)(1).) *4(j)(1) -- Loan Agreement, dated as of March 1, 1983, between the Pima County Authority and the Registrant, relating to Floating Rate Monthly Demand Industrial Development Revenue Bonds, 1982 Series A (Tucson Electric Power Company General Project). (Form 10-Q for the quarter ended March 31, 1983, File No. 1-5924--Exhibit 4(a).) *4(j)(2) -- Indenture of Trust, dated as of March 1, 1983, between the Pima County Authority and Morgan Guaranty authorizing Floating Rate Monthly Demand Industrial Development Revenue Bonds, 1982 Series A (Tucson Electric Power Company General Project). (Form 10-Q for the quarter ended March 31, 1983, File No. 1-5924--Exhibit 4(b).) *4(j)(3) -- First Supplemental Loan Agreement, dated as of March 31, 1992, between the Pima County Authority and the Registrant, relating to Industrial Development Revenue Bonds, 1983 Series A (Tucson Electric Power Company General Project). (Form S-4, dated October 2, 1992, Registration No. 33-52860--Exhibit 4(j)(3).) ----------------- * Previously filed as indicated and incorporated herein by reference. II-10Exhibit No. Description of Exhibit ----------- ---------------------- *4(j)(4) -- First Supplemental Indenture of Trust, dated as of March 31, 1992, between the Pima County Authority and Morgan Guaranty relating to Industrial Development Revenue Bonds, 1983 Series A (Tucson Electric Power Company General Project). (Form S-4, dated October 2, 1992, Registration No. 33-52860--Exhibit 4(j)(4).) *4(k)(1) -- Loan Agreement, dated as of December 1, 1983, between the Apache County Authority and the Registrant, relating to Floating Rate Monthly Demand Industrial Development Revenue Bonds, 1983 Series A (Tucson Electric Power Company Springerville Project). (Form 10-K for the year ended December 31, 1983, File No. 1-5924-- Exhibit 4(l)(1).) *4(k)(2) -- Indenture of Trust, dated as of December 1, 1983, between the Apache County Authority and Morgan Guaranty, authorizing Floating Rate Monthly Demand Industrial Development Revenue Bonds, 1983 Series A (Tucson Electric Power Company Springerville Project). (Form 10-K for the year ended December 31, 1983, File No. 1- 5924--Exhibit 4(l)(2).) *4(k)(3) -- First Supplemental Loan Agreement, dated as of December 1, 1985, between the Apache County Authority and the Registrant, relating to Floating Rate Monthly Demand Industrial Development Revenue Bonds, 1983 Series A (Tucson Electric Power Company Springerville Project). (Form 10-K for the year ended December31,1987,FileNo.1-5924--Exhibit4(k)(3).) *4(k)(4) -- First Supplemental Indenture, dated as of December 1, 1985, between the Apache County Authority and Morgan Guaranty relating to Floating Rate Monthly Demand Industrial Development Revenue Bonds, 1983 Series A (Tucson Electric Power Company Springerville Project). (Form 10-K for the year ended December 31, 1987, File No. 1-5924--Exhibit 4(k)(4).)\ *4(k)(5) -- Second Supplemental Loan Agreement, dated as of March 31, 1992, between the Apache County Authority and the Registrant, relating to Industrial Development Revenue Bonds, 1983 Series A (Tucson Electric Power Company Springerville Project). (Form S-4, Registration No. 33-52860--Exhibit 4(k)(5).) *4(k)(6) -- Second Supplemental Indenture of Trust, dated as of March 31, 1992, between the Apache County Authority and Morgan Guaranty relating to Industrial Development Revenue Bonds, 1983 Series A (Tucson Electric Power Company Springerville Project). (Form S-4, Registration No. 33-52860--Exhibit 4(k)(6).) *4(l)(1) -- Loan Agreement, dated as of December 1, 1983, between the Apache County Authority and the Registrant, relating to Variable Rate Demand Industrial Development Revenue Bonds, 1983 Series B (Tucson Electric Power Company Springerville Project). (Form 10-K for the year ended December 31, 1983, File No. 1- 5924--Exhibit 4(m)(1).) *4(l)(2) -- Indenture of Trust, dated as of December 1, 1983, between the Apache County Authority and Morgan Guaranty, authorizing Variable Rate Demand Industrial Development Revenue Bonds, 1983 Series B (Tucson Electric Power Company Springerville Project). (Form 10-K for the year ended December 31, 1983, File No. 1- 5924--Exhibit 4(m)(2).) ----------------- * Previously filed as indicated and incorporated herein by reference. II-11Exhibit No. Description of Exhibit ----------- ---------------------- *4(l)(3) -- First Supplemental Loan Agreement, dated as of December 1, 1985, between the Apache County Authority and the Registrant, relating to Floating Rate Monthly Demand Industrial Development Revenue Bonds, 1983 Series B (Tucson Electric Power Company Springerville Project). (Form 10-K for the year ended December 31, 1987, File No. 1-5924--Exhibit 4(l)(3).) *4(l)(4) -- First Supplemental Indenture, dated as of December 1, 1985, between the Apache County Authority and Morgan Guaranty relating to Floating Rate Monthly Demand Industrial Development Revenue Bonds, 1983 Series B (Tucson Electric Power Company Springerville Project). (Form 10-K for the year ended December 31, 1987, File No. 1-5924--Exhibit 4(l)(4).) *4(l)(5) -- Second Supplemental Loan Agreement, dated as of March 31, 1992, between the Apache County Authority and the Registrant, relating to Industrial Development Revenue Bonds, 1983 Series B (Tucson Electric Power Company Springerville Project). (Form S-4, Registration No. 33-52860--Exhibit 4(l)(5).) *4(l)(6) -- Second Supplemental Indenture of Trust, dated as of March 31, 1992, between the Apache County Authority and Morgan Guaranty relating to Industrial Development Revenue Bonds, 1983 Series B (Tucson Electric Power Company Springerville Project). (Form S-4, Registration No. 33-52860--Exhibit 4(l)(6).) *4(m)(1) -- Loan Agreement, dated as of December 1, 1983, between the Apache County Authority and the Registrant, relating to Variable Rate Demand Industrial Development Revenue Bonds, 1983 Series C (Tucson Electric Power Company Springerville Project). (Form 10-K for the year ended December 31, 1983, File No. 1-5924-- Exhibit 4(n)(1).) *4(m)(2) -- Indenture of Trust, dated as of December 1, 1983, between the Apache County Authority and Morgan Guaranty, authorizing Variable Rate Demand Industrial Development Revenue Bonds, 1983 Series C (Tucson Electric Power Company Springerville Project). (Form 10-K for the year ended December 31, 1983, File No. 1-5924-- Exhibit 4(n)(2).) *4(m)(3) -- First Supplemental Loan Agreement, dated as of December 1, 1985, between the Apache County Authority and the Registrant, relating to Floating Rate Monthly Demand Industrial Development Revenue Bonds, 1983 Series C (Tucson Electric Power Company Springerville Project). (Form 10-K for the year ended December 31, 1987, File No. 1-5924--Exhibit 4(m)(3).) *4(m)(4) -- First Supplemental Indenture, dated as of December 1, 1985, between the Apache County Authority and Morgan Guaranty relating to Floating Rate Monthly Demand Industrial Development Revenue Bonds, 1983 Series C (Tucson Electric Power Company Springerville Project). (Form 10-K for the year ended December 31, 1987, File No. 1-5924--Exhibit 4(m)(4).) *4(m)(5) -- Second Supplemental Loan Agreement, dated as of March 31, 1992, between the Apache County Authority and the Registrant, relating to Industrial Development Revenue Bonds, 1983 Series C (Tucson Electric Power Company Springerville Project). (Form S-4, Registration No. 33-52860--Exhibit 4(m)(5).) ----------------- * Previously filed as indicated and incorporated herein by reference. II-12Exhibit No. Description of Exhibit ----------- ---------------------- *4(m)(6) -- Second Supplemental Indenture of Trust, dated as of March 31, 1992, between the Apache County Authority and Morgan Guaranty relating to Industrial Development Revenue Bonds, 1983 Series C (Tucson Electric Power Company Springerville Project). (Form S-4, Registration No. 33-52860--Exhibit 4(m)(6).) *4(n) -- Reimbursement Agreement, dated as of September 15, 1981, as amended, between the Registrant and Manufacturers Hanover Trust Company. (Form 10-K for the year ended December 31, 1984, File No. 1-5924--Exhibit 4(o)(4).) *4(o)(1) -- Loan Agreement, dated as of December 1, 1985, between the Apache County Authority and the Registrant, relating to Variable Rate Demand Industrial Development Revenue Bonds, 1985 Series A (Tucson Electric Power Company Springerville Project). (Form 10-K for the year ended December 31, 1985, File No. 1-5924-- Exhibit 4(r)(1).) *4(o)(2) -- Indenture of Trust, dated as of December 1, 1985, between the Apache County Authority and Morgan Guaranty, authorizing Variable Rate Demand Industrial Development Revenue Bonds, 1985 Series A (Tucson Electric Power Company Springerville Project). (Form 10-K for the year ended December 31, 1985, File No. 1-5924-- Exhibit 4(r)(2).) *4(o)(3) -- First Supplemental Loan Agreement, dated as of March 31, 1992, between the Apache County Authority and the Registrant, relating to Industrial Development Revenue Bonds, 1985 Series A (Tucson Electric Power Company Springerville Project). (Form S-4, Registration No. 33-52860--Exhibit 4(o)(3).) *4(o)(4) -- First Supplemental Indenture of Trust, dated as of March 31, 1992, between the Apache County Authority and Morgan Guaranty relating to Industrial Development Revenue Bonds, 1985 Series A (Tucson Electric Power Company Springerville Project). (Form S-4, Registration No. 33-52860--Exhibit 4(o)(4).) *4(p)(1) -- Loan Agreement, dated as of February 22, 1991, between the Industrial Development Authority of the County of Pima and the Registrant, amending and restating the Loan Agreement, dated as of May 1, 1990, relating to Industrial Development Revenue Bonds, 1990 Series A (Tucson Electric Power Company Project). (Form 10-K for the year ended December 31, 1990, File No. 1-5924-- Exhibit 4(p)(1).) *4(p)(2) -- Indenture of Trust, dated as of February 22, 1991, between the Industrial Development Authority of the County of Pima and Texas Commerce Bank National Association, amending and restating the Indenture of Trust, dated as of May 1, 1990, authorizing Industrial Development Revenue Bonds, 1990 Series A (Tucson Electric Power Company Project). (Form 10-K for the year ended December 31, 1990, File No. 1-5924--Exhibit 4(p)(2).) *4(q) -- Warrant Agreement and Form of Warrant, dated as of December 15, 1992. (Form S-1, Registration No. 33-55732--Exhibit 4(q).) *4(r)(1) -- Indenture of Mortgage and Deed of Trust, dated as of December 1, 1992, to Bank of Montreal Trust Company, Trustee. (Form S-1, Registration No. 33-5732--Exhibit 4(r)(1).) ----------------- * Previously filed as indicated and incorporated herein by reference. II-13Exhibit No. Description of Exhibit ----------- ---------------------- *4(r)(2) -- Supplemental Indenture No. 1 creating a series of bonds designated Second Mortgage Bonds, Collateral Series A, dated as of December 1, 1992. (Form S-1, Registration No. 33-55732-- Exhibit 4(r)(2).) *4(s)(1) -- Loan Agreement, dated as of May 1, 1996, between Coconino County, Arizona Pollution Control Corporation and the Registrant, relating to Pollution Control Revenue Bonds, 1996 Series A (Tucson Electric Power Company Project). (Form 10-Q for the quarter ended March 31, 1996, File No. 1-5924--Exhibit 4a.) *4(s)(2) -- Indenture of Trust, dated as of May 1, 1996, between Coconino County, Arizona Pollution Control Corporation and First Trust of New York, National Association, authorizing Pollution Control Revenue Bonds, 1996 Series A (Tucson Electric Power Company Project). (Form 10-Q for the quarter ended March 31, 1996, File No. 1-5924--Exhibit 4b) *4(s)(3) -- Letter of Credit and Reimbursement Agreement, dated as of May 1, 1996, between the Registrant, Various Banks, and Canadian Imperial Bank of Commerce, New York Agency. (Form 10-Q for the quarter ended March 31, 1996, File No. 1-5924--Exhibit 4c) *4(s)(4) -- Loan Agreement, dated as of May 1, 1996, between Coconino County, Arizona Pollution Control Corporation and the Registrant, relating to Pollution Control Refunding Revenue Bonds, 1996 Series B (Tucson Electric Power Company Project). (Form 10-Q for the quarter ended March 31, 1996, File No. 1-5924--Exhibit 4d.) *4(s)(5) -- Indenture of Trust, dated as of May 1, 1996, between Coconino County, Arizona Pollution Control Corporation and First Trust of New York, National Association, authorizing Pollution Control Refunding Revenue Bonds, 1996 Series B (Tucson Electric Power Company Project). (Form 10-Q for the quarter ended March 31, 1996, File No. 1-5924--Exhibit 4e.) *4(s)(6) -- Letter of Credit and Reimbursement Agreement, dated as of May 1, 1996, between the Registrant and Societe Generale, Los Angeles Branch. (Form 10-Q for the quarter ended March 31, 1996, File No. 1-5924--Exhibit 4f.) *4(t)(1) -- Amended and Restated Installment Sale Agreement, dated as of April 1, 1997, between the City of Farmington, New Mexico and the Registrant relating to Pollution Control Revenue Bonds, 1997 Series A (Tucson Electric Power Company San Juan Project). (Form 10-Q for the quarter ended March 31, 1997, File No. 1-5924--Exhibit 4(a)). *4(t)(2) -- City of Farmington, New Mexico Ordinance No. 97-1055, adopted April 17, 1997, authorizing Pollution Control Revenue Bonds, 1997 Series A (Tucson Electric Power Company San Juan Project). (Form 10-Q for the quarter ended March 31, 1997, File No. 1-5924--Exhibit 4(b)). *4(t)(3) -- Loan Agreement, dated as of April 1, 1997, between Coconino County, Arizona Pollution Control corporation and the Registrant relating to Pollution Control Revenue Bonds, 1997 Series A (Tucson Electric Power Company Navajo Project). (Form 10-Q for the quarter ended March 31, 1997, File No. 1-5924--Exhibit 4(c)). ----------------- * Previously filed as indicated and incorporated herein by reference. II-14Exhibit No. Description of Exhibit ----------- ---------------------- *4(t)(4) -- Indenture of Trust, dated as of April 1, 1997, between Coconino County, Arizona Pollution Control corporation and First Trust of New York, National Association, authorizing Pollution Control Revenue Bonds, 1997 Series A (Tucson Electric Power Company Navajo Project). (Form 10-Q for the quarter ended March 31, 1997, File No. 1-5924--Exhibit 4(d)). *4(t)(5) -- Loan Agreement, dated as of April 1, 1997, between Coconino County, Arizona Pollution Control corporation and the Registrant relating to Pollution Control Revenue Bonds, 1997 Series B (Tucson Electric Power Company Navajo Project). (Form 10-Q for the quarter ended March 31, 1997, File No. 1-5924--Exhibit 4(e)). *4(t)(6) -- Indenture of Trust, dated as of April 1, 1997, between Coconino County, Arizona Pollution Control corporation and First Trust of New York, National Association, authorizing Pollution Control Revenue Bonds, 1997 Series B (Tucson Electric Power Company Navajo Project). (Form 10-Q for the quarter ended March 31, 1997, File No. 1-5924--Exhibit 4(f)). 5(a) -- Opinion of Dennis R. Nelson, Esq. 5(b) and 8 -- Opinion of Reid & Priest LLP. 15 -- Letter regarding Unaudited Interim Financial Information. 23(a) -- The Consents of Dennis R. Nelson and Reid & Priest LLP are contained in their opinions as Exhibit 5(a) and 5(b), respectively. 23(b) -- The Consent of Deloitte & Touche LLP. 24 -- Power of Attorney is contained herein at page II-4. -------------------- * Previously filed as indicated and incorporated herein by reference. II-15
Signature
Title
Date
/s/ David G. Hutchens
President, June 6, 2019
David G. Hutchens Chief Executive Officer and Director
(Principal Executive Officer)
/s/ Frank P. Marino
Senior Vice President, Chief Financial June 6, 2019 Frank P. Marino
Officer, and Director
(Principal Financial Officer and Principal Accounting Officer)
/s/ Todd C. Hixon
Director June 6, 2019 Todd C. Hixon