8-K ACC Merger Vote
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): August 12, 2014
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Commission File Number | | Registrant; State of Incorporation; Address; and Telephone Number | | IRS Employer Identification Number |
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1-13739 | | UNS ENERGY CORPORATION | | 86-0786732 |
| | (An Arizona Corporation) 88 E. Broadway Boulevard Tucson, AZ 85701 (520) 571-4000 | | |
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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):
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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 7.01 Regulation FD Disclosure.
On August 12, 2014, UNS Energy issued a press release related to the status of its proposed merger with Fortis Inc. (Fortis) described in Item 8.01. A copy of the press release is attached hereto as Exhibit 99.1.
Item 8.01 Other Events.
As previously reported, on January 10, 2014, UNS Energy and Fortis 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.
Also as previously reported, on May 16, 2014, UNS Energy, Fortis, ACC Staff, the Residential Utility Consumer Office and other parties to the Merger proceedings entered into a settlement (Settlement) in which the parties agreed that the Merger is in the public interest and recommended approval of the Merger by the ACC, subject to certain conditions. On July 29, 2014, the ACC administrative law judge assigned to the Merger proceeding issued a recommended opinion and order (ROO) that recommended the ACC approve the Merger as conditioned by the Settlement.
On August 12, 2014, the ACC issued a final written order that approved the Merger by adopting the ROO. As a result, all conditions precedent to completing the Merger have been fulfilled other than certain customary closing conditions which, by their nature, cannot be satisfied until the closing date. UNS Energy expects to close the Merger before the end of August 2014.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit | Description |
99.1 | UNS Energy press release, dated August 12, 2014. |
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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. |
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Date: August 12, 2014 | | UNS ENERGY CORPORATION ____________________________ (Registrant) /s/ Kevin P. Larson |
| | Kevin P. Larson Senior Vice President and Chief Financial Officer |
Date: August 12, 2014 | | TUCSON ELECTRIC POWER COMPANY ___________________________ (Registrant) /s/ Kevin P. Larson |
| | Kevin P. Larson Senior Vice President and Chief Financial Officer |