10-K405/A 1 r10k-a.txt MAIN DOCUMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to _________. 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) One South Church, Suite 100 Tucson, AZ 85701 (520) 571-4000 1-5924 TUCSON ELECTRIC POWER COMPANY 86-0062700 (An Arizona Corporation) One South Church, Suite 100 Tucson, AZ 85701 (520) 571-4000 Securities registered pursuant to Section 12(b) of the Act: Name of Each Exchange Registrant Title of Each Class on Which Registered ---------- ------------------- --------------------- UniSource Energy Common Stock, no par New York Stock Corporation value and Preferred Exchange Share Purchase Rights Pacific Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether each registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ----- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of each registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ X ] The aggregate market value of UniSource Energy Corporation voting Common Stock held by non-affiliates of the registrant was $645,489,126 based on the last reported sale price thereof on the consolidated tape on February 13, 2001. At February 13, 2001, 33,257,142 shares of UniSource Energy Corporation Common Stock, no par value (the only class of Common Stock), were outstanding. At February 13, 2001, UniSource Energy Corporation is the sole holder of the 32,139,434 shares of the outstanding Common Stock of Tucson Electric Power Company. Documents incorporated by reference: Specified portions of UniSource Energy Corporation's Proxy Statement relating to the 2001 Annual Meeting of Shareholders are incorporated by reference into PART III. ----------------------------------------------------------------------------- PART III ITEM 10. - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTS -------------------------------------------------------------------------------- DIRECTORS --------- Certain of the individuals serving as Directors of UniSource Energy also serve as the Directors of TEP. Information concerning Directors will be contained under Election of Directors in UniSource Energy's Proxy Statement relating to the 2001 Annual Meeting of Shareholders, which will be filed with the SEC not later than 120 days after December 31, 2000, which information is incorporated herein by reference. EXECUTIVE OFFICERS--UNISOURCE ENERGY ------------------------------------ Executive Officers of UniSource Energy who are elected annually by UniSource Energy's Board of Directors, are as follows: EXECUTIVE OFFICER NAME AGE POSITION(S) HELD SINCE ---- --- -------------- --------- JAMES S. PIGNATELLI 57 CHAIRMAN, PRESIDENT AND CHIEF 1998 EXECUTIVE OFFICER Mr. Pignatelli joined TEP as Senior Vice President in August 1994 and was elected Senior Vice President and Chief Operating Officer in 1996. He was named Senior Vice President and Chief Operating Officer of UniSource Energy in January 1998, and Executive Vice President and Chief Operating Officer of TEP in March 1998. On June 23, 1998, Mr. Pignatelli was named Chairman, President and CEO of UniSource Energy and TEP. Prior to joining TEP, he was President and Chief Executive Officer from 1988 to 1993 of Mission Energy Company, a subsidiary of SCE Corp. MICHAEL J. DECONCINI 36 SENIOR VICE PRESIDENT, STRATEGIC 1999 PLANNING AND INVESTMENTS Mr. DeConcini joined TEP in 1988 and served in various positions in finance, strategic planning and wholesale marketing. He was Manager of TEP's Wholesale Marketing Department in 1994, adding Product Development and Business Development in 1997. In November 1998, he was elected Vice President of MEH, and elected Vice President, Strategic Planning of UniSource Energy in February 1999. He was named Senior Vice President, Strategic Planning and Investments of UniSource Energy in October 2000. DENNIS R. NELSON 50 SENIOR VICE PRESIDENT, 1998 GOVERNMENTAL AFFAIRS Mr. Nelson joined TEP as a staff attorney in 1976. He was manager of the Legal Department from 1985 to 1990. He was elected Vice President, General Counsel and Corporate Secretary in January 1991. He was named Vice President, General Counsel and Corporate Secretary of UniSource Energy in January 1998. Mr. Nelson was named Senior Vice President and General Counsel of TEP in November 1998. In December 1998 he was named Chief Operating Officer, Corporate Services of TEP. In October 2000 he was named Senior Vice President, Governmental Affairs of UniSource Energy and Senior Vice President and Chief Operating Officer of the Energy Resources business unit of TEP. KAREN G. KISSINGER 46 VICE PRESIDENT, CONTROLLER AND 1998 PRINCIPAL ACCOUNTING OFFICER Ms. Kissinger joined TEP as Vice President and Controller in January 1991. She was named Vice President, Controller and Principal Accounting Officer of UniSource Energy in January 1998. In November 1998, Ms. Kissinger was also named Chief Information Officer of TEP. KEVIN P. LARSON 44 VICE PRESIDENT, CHIEF FINANCIAL 2000 OFFICER AND TREASURER Mr. Larson joined TEP in 1985 and thereafter held various positions in its finance department and at TEP's investment subsidiaries. In January 1991, he was elected Assistant Treasurer of TEP and named Manager of Financial Programs. He was elected Treasurer of TEP in August 1994 and Vice President in March 1997. In October 2000, he was elected Vice President and Chief Financial Officer of both UniSource Energy and TEP and remains Treasurer of both organizations. VINCENT NITIDO, JR. 45 VICE PRESIDENT, GENERAL COUNSEL AND 2000 CORPORATE SECRETARY Mr. Nitido joined TEP as a staff attorney in 1991. He was promoted to Manager of the Legal Department in 1994, and elected Vice President and Assistant General Counsel in 1998. In October 2000, he was elected Vice President, General Counsel of both UniSource Energy and TEP and Corporate Secretary of UniSource Energy. EXECUTIVE OFFICERS - TUCSON ELECTRIC POWER COMPANY ------------------------------------------------- Executive Officers of TEP who are elected annually by TEP's Board of Directors are: EXECUTIVE OFFICER NAME AGE POSITION(S) HELD SINCE ------ ----- ---------------- ----------- JAMES S. PIGNATELLI 57 CHAIRMAN, PRESIDENT AND CHIEF 1994 EXECUTIVE OFFICER See description shown under UniSource Energy Corporation above. STEVEN J. GLASER 43 SENIOR VICE PRESIDENT AND CHIEF 1994 OPERATING OFFICER, TRANSMISSION & DISTRIBUTION BUSINESS UNIT Mr. Glaser joined TEP in 1990 as a Senior Attorney in charge of Regulatory Affairs. He was Manager of TEP's Legal department from 1992 to 1994, and Manager of Contracts and Wholesale Marketing from 1994 until elected Vice President, Business Development. In 1995, he was named Vice President, Wholesale/Retail Pricing and System Planning. He was named Vice President, Energy Services in 1996 and Vice President, Rates and Regulatory Support and Utility Distribution Company Energy Services in November 1998. In October 2000, he was named Senior Vice President and Chief Operating Officer of the Transmission and Distribution business unit. DENNIS R. NELSON 50 SENIOR VICE PRESIDENT AND CHIEF 1991 OPERATING OFFICER, ENERGY RESOURCES BUSINESS UNIT See description shown under UniSource Energy Corporation above. THOMAS A. DELAWDER 54 VICE PRESIDENT, ENERGY RESOURCES 1985 BUSINESS UNIT Mr. Delawder joined TEP in 1974 and thereafter served in various engineering and operations positions. In April 1985 he was named Manager, Systems Operations and was elected Vice President, Power Supply and System Control in November 1985. In February 1991, he became Vice President, Engineering and Power Supply and in January 1992 he became Vice President, System Operations. In 1994, he became Vice President of the Energy Resources business unit. THOMAS N. HANSEN 50 VICE PRESIDENT / TECHNICAL SERVICES 1992 ADVISOR Mr. Hansen joined TEP in December 1992 as Vice President, Power Production. Prior to joining TEP, Mr. Hansen was Century Power Corporation's Vice President, Operations from 1989 and Plant Manager at Springerville from 1987 through 1988. In 1994, he was named Vice President / Technical Services Advisor. KAREN G. KISSINGER 46 VICE PRESIDENT, CONTROLLER AND CHIEF 1991 INFORMATION OFFICER See description shown under UniSource Energy Corporation above. KEVIN P. LARSON 44 VICE PRESIDENT, CHIEF FINANCIAL 1994 OFFICER AND TREASURER See description shown under UniSource Energy Corporation above. VINCENT NITIDO, JR. 45 VICE PRESIDENT AND GENERAL COUNSEL 1998 See description shown under UniSource Energy Corporation above. JAMES PYERS 59 VICE PRESIDENT, UTILITY DISTRIBUTION 1998 BUSINESS UNIT, OPERATIONS Mr. Pyers joined TEP in 1974 as a Supervisor. Thereafter he held various supervisory positions and was promoted to Manager of Customer Service Operations in February 1998. Mr. Pyers was elected Vice President, Utility Distribution business unit, Operations in November 1998. CATHERINE A. NICHOLS 42 CORPORATE SECRETARY 1998 Ms. Nichols joined TEP as a staff attorney in 1989. She was promoted to Manager of the Legal Department and elected Corporate Secretary in 1998. She assumed the additional role of Manager of the Human Resources Department in 1999. ITEM 11. - EXECUTIVE COMPENSATION -------------------------------------------------------------------------------- Information concerning Executive Compensation will be contained under Executive Compensation and Other Information in UniSource Energy's Proxy Statement relating to the 2001 Annual Meeting of Shareholders, which will be filed with the SEC not later than 120 days after December 31, 2000, which information is incorporated herein by reference. ITEM 12. - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT -------------------------------------------------------------------------------- GENERAL ------- At February 13, 2001, UniSource Energy had outstanding 33,257,142 shares of Common Stock. As of February 13, 2001, the number of shares of Common Stock beneficially owned by all directors and officers of UniSource Energy as a group amounted to 1% of the outstanding Common Stock. At February 13, 2001, UniSource Energy owned all of the outstanding shares of common stock of TEP. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS ----------------------------------------------- Information concerning the security ownership of certain beneficial owners of UniSource Energy will be contained under Security Ownership of Certain Beneficial Owners in UniSource Energy's Proxy Statement relating to the 2001 Annual Meeting of Shareholders, which will be filed with the SEC not later than 120 days after December 31, 2000, which information is incorporated herein by reference. SECURITY OWNERSHIP OF MANAGEMENT -------------------------------- Information concerning the security ownership of the Directors and Executive Officers of UniSource Energy and TEP will be contained under Security Ownership of Management in UniSource Energy's Proxy Statement relating to the 2001 Annual Meeting of Shareholders, which will be filed with the SEC not later than 120 days after December 31, 2000, which information is incorporated herein by reference. ITEM 13. - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS -------------------------------------------------------------------------------- None. 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. 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: April 16, 2001 /s/ Kevin Larson ---------------------------- Kevin Larson Vice President and Principal Financial Officer TUCSON ELECTRIC POWER COMPANY ----------------------------- (Registrant) Date: April 16, 2001 /s/ Kevin Larson ----------------------------- Kevin Larson Vice President and Principal Financial Officer