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 1, 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 5.02(d)- DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
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DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
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On September 1, 2005, the Boards of Directors of UniSource Energy and Tucson
Electric Power Company (TEP), elected two new members, Barbara Baumann and Dr.
Joaquin Ruiz. Ms. Baumann is a former BP Amoco executive who owns and operates
an energy consulting firm. Dr. Ruiz serves as Dean of the University of
Arizona's College of Science. The Corporate Governance and Nominating Committee
of the UniSource Energy Board of Directors has determined that Ms. Baumann and
Dr. Ruiz qualify as independent directors under rule 303A.02 of the New York
Stock Exchange.
BARBARA BAUMANN
Ms. Baumann is president and owner of Cross Creek Energy Corporation, a
strategic consultant to domestic energy firms and private equity managers with
assets in the oil and gas business. She previously served nearly two decades at
BP Amoco, rising to the level of Commercial Operations Manager for the Western
Business Unit of the energy and chemical company.
After leaving BP Amoco in 1999, Ms. Baumann served four years as executive vice
president of Associated Energy Managers, LLC, the Denver-based general partner
of an energy-related private equity fund. She also serves on the Board of
Directors of St. Mary Land & Exploration (NYSE: SM), which is engaged in
domestic natural gas and crude oil exploration, development, acquisition and
production.
Ms. Bauman will serve on the Audit, Compensation and Finance Committees of the
UniSource Energy Board of Directors. She will also serve on the TEP Board of
Directors.
JOAQUIN RUIZ
Dr. Ruiz is Dean of the College of Science and a professor of geosciences at the
University of Arizona. After serving a decade as an assistant and associate
professor of geosciences at the university, he became a full professor of
geosciences in 1993 and went on to head that nationally-renowned department from
1995 through his appointment to dean in 2000.
Dr. Ruiz's work has addressed the development of new isotope systems for
studying ore deposits and the tectonic processes involved in the growth and
evolution of Mexico. He is an associate editor of the American Journal of
Science, a member of the National Research Council's Committee on Natural
Resources and the Insituto Nacional de Astronomia in Mexico, and a board member
of Center to Improve Diversity in Earth Systems Sciences, Inc.
Dr. Ruiz will serve on the Finance Committee and the Environmental, Safety &
Security Committee of the UniSource Energy Board of Directors. He will also
serve on the TEP Board of Directors.
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 2, 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 2, 2005 TUCSON ELECTRIC POWER COMPANY
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(Registrant)
/s/ Kevin P. Larson
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Vice President and Principal
Financial Officer