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 1, 2005
IRS Employer
Commission Registrant; State of Incorporation; Identification
File Number Address; and Telephone Number Number
- ----------- --------------------------------------- --------------
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 - Departure of Directors or Principal Officers; Election of Directors;
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Appointment of Principal Officers.
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On December 1, 2005, the Boards of Directors of UniSource Energy Corporation
(UniSource Energy) and Tucson Electric Power Company (TEP), elected a new
member, Daniel W. Fessler. Mr. Fessler previously served on the UniSource Energy
and TEP Boards of Directors from June 1998 through October 2003. The Corporate
Governance and Nominating Committee of the UniSource Energy Board of Directors
determined that Mr. Fessler qualifies as an independent director under rule
303A.02 of the New York Stock Exchange.
Mr. Fessler is of counsel to Holland & Knight, a law firm engaged in general
civil practice, where he was a partner from 2003 through January 2005. He is
also the Managing Principal of Clear Energy Solutions, LLC, a technical services
and project development firm dealing with environmentally acceptable usage of
western coal reserves.
Mr. Fessler was the President of the California Public Utilities Commission
(CPUC) from 1991 to 1996. After leaving the CPUC, Mr. Fessler joined the law
firm of LeBoeuf, Lamb, Greene & Mac Rae L.L.P, serving as a partner for six
years.
Mr. Fessler will serve on the Compensation and Corporate Governance and
Nominating Committees 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: December 6, 2005 UNISOURCE ENERGY CORPORATION
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(Registrant)
/s/ Raymond S. Heyman
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Senior Vice President
Date: December 6, 2005 TUCSON ELECTRIC POWER COMPANY
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(Registrant)
/s/ Raymond S. Heyman
--------------------------
Senior Vice President