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): December 4, 1998 Commission Registrant; State of Incorporation; IRS Employer File Number Address; and Telephone Number Identification Number - ----------- ----------------------------- --------------------- 1-13739 UNISOURCE ENERGY CORPORATION 86-0786732 (An Arizona Corporation) 220 West Sixth Street Tucson, AZ 85701 (520) 571-4000 1-5924 TUCSON ELECTRIC POWER COMPANY 86-0062700 (An Arizona Corporation) 220 West Sixth Street Tucson, AZ 85701 (520) 571-4000 Item 5. Other Events TEP DIVIDEND On December 4, 1998, the Board of Directors of Tucson Electric Power Company ("TEP") declared a dividend in the amount of $0.9334327 per share of TEP's Common Stock, no par value, to shareholders of record at the close of business December 4, 1998, payable December 7, 1998. As the holder of all of the issued and outstanding Common Stock of TEP, UniSource Energy Corporation (UniSource Energy) received dividends in the aggregate amount of $30 million. The dividend follows the refinancing of various debt obligations, eliminating the credit covenants and restrictions which had prevented TEP from paying common dividends since 1989. The dividend was declared from current year earnings since TEP has an accumulated deficit rather than positive retained earnings. The Board of Directors of UniSource Energy may consider the declaration and payment of a dividend to the common shareholders of UniSource Energy. The decision to declare such dividend and the amount of any such dividend will depend upon various factors, including, among others, the capital requirements of UniSource Energy and its affiliates, the Company's earnings, the business prospects of the Company, and the status and impact of the deregulation of the retail electric industry in Arizona. SIGNATURE 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. The signature for each undersigned company shall be deemed to relate only to matters having reference to such company or its subsidiary. UNISOURCE ENERGY CORPORATION ---------------------------- (Registrant) Date: December 8, 1998 Ira R. Adler ---------------------------- Ira R. Adler Executive Vice President and Principal Financial Officer TUCSON ELECTRIC POWER COMPANY ----------------------------- (Registrant) Date: December 8, 1998 Ira R. Adler ----------------------------- Ira R. Adler Executive Vice President and Principal Financial Officer