8-K Merger Testimony


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): April 30, 2014
 
Commission
File Number
 
Registrant; State of Incorporation;
Address; and Telephone Number
 
IRS Employer
Identification
Number
 
 
 
 
 
1-13739
 
UNS ENERGY CORPORATION
 
86-0786732
 
 
(An Arizona Corporation)
88 E. Broadway Boulevard
Tucson, AZ 85701
(520) 571-4000
 
 
 
 
 
 
 
1-5924  
 
TUCSON ELECTRIC POWER COMPANY
 
86-0062700
 
 
(An Arizona Corporation)
88 E. Broadway Boulevard
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 (see General Instruction A.2. below):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 5.07 Submission of Matters to a Vote of Security Holders.

UNS Energy Corporation (UNS Energy) held its annual meeting of shareholders (Annual Meeting) on May 2, 2014 in Tucson, Arizona. At the Annual Meeting, shareholders elected directors and approved two other proposals.
Proposal 1
Shareholders elected 11 individuals to the Board of Directors as set forth below:
 
Name
Votes For
Votes
Withheld
Broker
Non-Votes
Paul J. Bonavia
31,497,283
375,481
5,749,383
Lawrence J. Aldrich
31,497,559
375,205
5,749,383
Barbara M. Baumann
31,591,972
280,792
5,749,383
Larry W. Bickle
31,526,174
346,590
5,749,383
Robert A. Elliott
31,504,110
368,654
5,749,383
Daniel W.L. Fessler
31,577,246
295,518
5,749,383
Louise L. Francesconi
31,582,492
290,272
5,749,383
David G. Hutchens
31,535,215
337,549
5,749,383
Ramiro G. Peru
31,591,811
280,953
5,749,383
Gregory A. Pivirotto
31,593,418
279,346
5,749,383
Joaquin Ruiz
31,582,288
290,476
5,749,383
Proposal 2
Shareholders approved the selection of independent auditor, PricewaterhouseCoopers, LLP, for the fiscal year 2014, with the vote totals as set forth below:
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
37,095,508
 
292,649
 
233,990
 
—
Proposal 3
Shareholders approved, on an advisory (non-binding) basis, the compensation of the named executives disclosed in the 2014 Proxy Statement, with the vote totals as set forth below:
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
29,802,933
 
445,882
 
1,623,949
 
5,749,383

Item 8.01.  Other Events.

As previously reported, on January 10, 2014, UNS Energy filed an application with the Arizona Corporation Commission (ACC) requesting that the ACC approve a proposed merger (Merger) in which UNS Energy would become an indirect wholly-owned subsidiary of Fortis, Inc. (Fortis).

The Merger is subject to: the approval of the ACC; the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; review of the Merger by the Committee on Foreign Investment in the United States; and the satisfaction of other customary closing conditions.

On April 30, 2014, ACC Staff and other Intervenors filed their direct testimony in the Merger proceeding. Testimony filed by ACC Staff indicated that they would support the Merger subject to certain conditions, including, but not limited to: (i) the establishment of a $60 million regulatory liability for the benefit of retail customers in future ACC proceedings; (ii) the adoption of certain ring-fencing and corporate governance provisions; (iii) yet-to-be determined limitations on dividends paid to Fortis; and (iv) an equity infusion by Fortis of at least $200 million and up to $357 million.





Testimony filed by the Residential Utility Consumer Office indicated that they would support the Merger subject to certain conditions, including, but not limited to, Fortis and UNS Energy agreeing to provide economic benefits to retail customers totaling $59 million.

All testimony filed with the ACC related to the Merger can be accessed on the ACC’s website at http://edocket.azcc.gov/. The docket numbers are E-04230A-140011 and E-01933A-14-0011. We are providing the address of the ACC's website solely for the information of investors and do not intend the address to be an active link. Information contained on the ACC's website is not part of any report filed with the SEC by UNS Energy or Tucson Electric Power.

As previously reported, on April 18, 2014, the ACC administrative law judge assigned to this matter issued a procedural order adopting the following revised procedural schedule:                    

 
 Schedule
Settlement discussions begin
May 5, 2014
Settlement agreement filed
May 16, 2014
Testimony in support/opposition to settlement agreement
June 2, 2014
Settlement agreement responsive testimony
June 13, 2014
UNS Energy and Fortis rebuttal testimony (if no settlement)
May 16, 2014
ACC Staff / Intervenor surrebuttal testimony (if no settlement)
June 2, 2014
UNS Energy and Fortis rejoinder testimony (if no settlement)
June 13, 2014
ALJ hearing commences
June 16, 2014

UNS Energy expects the Merger to close by the end of 2014.






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: May 2, 2014
 
UNS ENERGY CORPORATION
____________________________
(Registrant)
 
 
/s/ Kevin P. Larson
 
 
Kevin P. Larson
Senior Vice President and Chief Financial Officer 
Date: May 2, 2014
 
TUCSON ELECTRIC POWER COMPANY
___________________________
(Registrant)
 
  /s/ Kevin P. Larson
 
 
Kevin P. Larson
Senior Vice President and Chief Financial Officer