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 18, 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 8.01. Other Events.
As previously reported, on January 10, 2014, UNS Energy Corporation (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), a corporation existing under the Corporations Act of Newfoundland and Labrador.
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 18, 2014, the ACC administrative law judge (ALJ) assigned to this matter issued a procedural order adopting the following revised procedural schedule:
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| | Prior Schedule | Revised Schedule |
| ACC Staff / Intervenor testimony | April 22, 2014 | April 30, 2014 (revised) |
| Settlement discussions begin | April 28, 2014 | May 5, 2014 (revised) |
| Settlement agreement filed | May 12, 2014 | May 16, 2014 (revised) |
| Testimony in support/opposition to settlement agreement | May 30, 2014 | June 2, 2014 (revised) |
| Settlement agreement responsive testimony | June 13, 2014 | June 13, 2014 |
| UNS Energy and Fortis rebuttal testimony (if no settlement) | May 7, 2014 | May 16, 2014 (revised) |
| ACC Staff / Intervenor surrebuttal testimony (if no settlement) | May 30, 2014 | June 2, 2014 (revised) |
| UNS Energy and Fortis rejoinder testimony (if no settlement) | June 13, 2014 | June 13, 2014 |
| ALJ hearing commences | June 16, 2014 | June 16, 2014 |
UNS Energy expects the Merger to close by the end of 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: April 22, 2014 | | UNS ENERGY CORPORATION ____________________________ (Registrant) /s/ Kevin P. Larson |
| | | Kevin P. Larson Senior Vice President and Chief Financial Officer |
| Date: April 22, 2014 | | TUCSON ELECTRIC POWER COMPANY ___________________________ (Registrant) /s/ Kevin P. Larson |
| | | Kevin P. Larson Senior Vice President and Chief Financial Officer |
