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UNS > SEC Filings for UNS > Form 8-K on 15-Aug-2014All Recent SEC Filings

Show all filings for UNS ENERGY CORP

Form 8-K for UNS ENERGY CORP


15-Aug-2014

Material Modification to Rights of Security Holders, Amendments to Articles of In


Item 3.03 Material Modification to Rights of Security Holders.

As set forth under Item 2.01 above, as of the Effective Time, all outstanding Common Stock, options to acquire Common Stock, restricted stock, restricted stock units, deferred stock units, performance shares and other equity-based awards of UNS Energy were cancelled and converted into the right to receive the respective consideration specified in the Merger Agreement.


At the Effective Time, all holders of Common Stock, options, restricted stock, restricted stock units, performance shares and other equity-based awards ceased to have any rights with respect thereto other than the right to receive such consideration.
The information set forth under the Introductory Note and Items 2.01, 3.01 and 5.03 hereof is incorporated by reference into this Item 3.03. Item 5.01 Changes in Control of Registrant.

The Merger Agreement was approved by UNS Energy's former shareholders at a special meeting of UNS Energy's shareholders held on March 26, 2014. On the Merger Date, pursuant to the Merger Agreement, Merger Sub merged with and into UNS Energy, with UNS Energy continuing as the surviving entity and becoming a wholly-owned subsidiary of Fortis.
The information set forth under the Introductory Note and Items 1.01, 2.01, 3.03 and 5.02 hereof is incorporated by reference into this Item 5.01.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Item 5.02 Officers.

As a result of the Merger and in accordance with the Merger Agreement, Paul J. Bonavia, Barbara M. Baumann, Larry W. Bickle and Daniel W.L. Fessler, each a director of UNS Energy immediately prior to the Effective Time (the Prior Directors), resigned as directors of UNS Energy as of the Effective Time. These resignations were not a result of any disagreements between UNS Energy and the Prior Directors on any matter relating to UNS Energy's operations, policies or practices. Upon completion of the Merger, the directors of Merger Sub, Barry V. Perry and John C. Walker (each designated by Fortis) became directors of UNS Energy and David G. Hutchens, Lawrence J. Aldrich, Robert A. Elliott, Louise L. Francesconi, Ramiro G. Peru, Gregory A. Pivirotto and Joaquin Ruiz (each a director of UNS Energy prior to the Effective Time designated by UNS Energy) continued to serve as directors of UNS Energy in accordance with the Merger Agreement. Each officer of UNS Energy immediately prior to the Effective Time continued as an officer of UNS Energy immediately following the Effective Time. As provided in the Merger Agreement, as of the Effective Time, all of UNS Energy's equity-based executive compensation plans were terminated, including the 2011 Omnibus Stock and Incentive Plan, the 2006 Omnibus Stock and Incentive Plan, and the 1994 Omnibus Stock and Incentive Plan.


Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Item 5.03 Year.

At the Effective Time and as provided in the Merger Agreement, the by-laws of Merger Sub became the by-laws of UNS Energy.
The foregoing description of the amended by-laws of UNS Energy are subject to, and qualified in their entirety by, reference to the full text of the amended by-laws which is filed as Exhibit 3.1 this Current Report on Form 8-K and are incorporated into this Item 5.03 by reference.



Item 7.01 Regulation FD Disclosure.

UNS Energy issued a press release on August 15, 2014 announcing the closing of the Merger. A copy of this press release is included as Exhibit 99.1 to this Current Report on Form 8-K.
Notwithstanding the suspension of UNS Energy's reporting obligations under the Exchange Act as described in Item 3.01 hereof, TEP remains subject to the reporting requirements of the Exchange Act and will therefore continue to file all required reports and other information statements with the SEC.




Item 9.01 Financial Statements and Exhibits.

(i) Exhibits.

Exhibit
No. Description

Agreement and Plan of Merger, dated as of December 11, 2013, among FortisUS Inc., Color Acquisition Sub Inc., UNS Energy Corporation,
2.1 and solely for purposes of Sections 5.5(c) and 8.15, Fortis Inc. (incorporated by reference to Exhibit 2.1 to UNS Energy's Current Report on Form 8-K filed with the SEC on December 12, 2013).

First Amendment to the Agreement and Plan of Merger, dated as of
2.2 August 14, 2014, by and among FortisUS Inc., Color Acquisition Sub Inc. and UNS Energy Corporation.

3.1 By-laws of UNS Energy.

99.1 Press Release of UNS Energy, issued August 15, 2014.


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