UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT
(DATE OF EARLIEST EVENT REPORTED): September 9, 2005
IRS Employer
Commission Registrant; State of Incorporation; Identification
File Number Address; and Telephone Number Number
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1-13739 UNISOURCE ENERGY CORPORATION 86-0786732
(An Arizona Corporation)
One South Church Avenue, Suite 100
Tucson, AZ 85701
(520) 571-4000
1-5924 TUCSON ELECTRIC POWER COMPANY 86-0062700
(An Arizona Corporation)
One South Church Avenue, Suite 100
Tucson, AZ 85701
(520) 571-4000
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
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On September 9, 2005, the Board of Directors of UniSource Energy
Corporation (UniSource Energy) approved the compensation arrangements for
Raymond G. Heyman and increased the compensation of certain officers of the
Company as summarized in Exhibit 10.1 hereto. See Item 8.01, below.
ITEM 8.01 - OTHER EVENTS.
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ELECTION OF SENIOR VICE PRESIDENT AND GENERAL COUNSEL
The Board of Directors of UniSource Energy has elected Raymond G. Heyman to
the position of Senior Vice President and General Counsel of UniSource Energy,
effective September 15, 2005. Mr. Heyman will serve in the same position for
UniSource Energy subsidiaries Tucson Electric Power Company and UniSource Energy
Services, Inc. Mr. Heyman succeeds Vincent Nitido, Jr. as General Counsel. Mr.
Nitido, who had previously announced his intention to retire in January 2006,
will continue to serve as Vice President pending his retirement.
Mr. Heyman was a member of the Phoenix law firm Roshka Heyman & DeWulf,
PLC, and has represented UniSource Energy, Tucson Electric Power and UniSource
Energy Services in proceedings before the Arizona Corporation Commission, as
well as in other legal and regulatory matters.
A summary of Mr. Heyman's compensation arrangements is attached hereto as
Exhibit 10.1.
The Board of Directors also promoted Kevin P. Larson from Vice President,
Chief Financial Officer and Treasurer to Senior Vice President, Chief Financial
Officer and Treasurer.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
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(c) Exhibits
10.1 Summary of Compensation Arrangements for Raymond G. Heyman, Senior Vice
President and General Counsel; and Compensation Changes for other officers.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: September 13, 2005 UNISOURCE ENERGY CORPORATION
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(Registrant)
/s/ Kevin P. Larson
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Vice President and Principal
Financial Officer
Date: September 13, 2005 TUCSON ELECTRIC POWER COMPANY
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(Registrant)
/s/ Kevin P. Larson
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Vice President and Principal
Financial Officer