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
 
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 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.
Exhibit
Description
99.1
UNS Energy press release, dated August 12, 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: 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