-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CVYpzguOVZPZph7KTNCfpecleT/Iomgfzz617A6MVa0mNticuakKaMBXUoHXp1sU ig+Km3J/yTqsue/TpnTEhg== 0000315066-98-001328.txt : 19980310 0000315066-98-001328.hdr.sgml : 19980310 ACCESSION NUMBER: 0000315066-98-001328 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980309 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EL PASO ELECTRIC CO /TX/ CENTRAL INDEX KEY: 0000031978 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 740607870 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-36905 FILM NUMBER: 98560013 BUSINESS ADDRESS: STREET 1: 303 N OREGON ST CITY: EL PASO STATE: TX ZIP: 79901 BUSINESS PHONE: 9155435711 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FMR CORP CENTRAL INDEX KEY: 0000315066 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 161144965 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 82 DEVONSHIRE ST CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6175706339 MAIL ADDRESS: STREET 1: 82 DEVONSHIRE STREET CITY: BOSTON STATE: MA ZIP: 02109 SC 13D/A 1 EL PASO ELECTRIC COMPANY SCHEDULE 13D Amendment No. 9 El Paso Electric Company Common Stock Cusip # 283677854 Cusip # 283677854 Item 1: Reporting Person - FMR Corp. - (Tax ID: 04-2507163) Item 4: PF Item 6: Commonwealth of Massachusetts Item 7: 1,609,393 Item 8: None Item 9: 7,133,397 Item 10: None Item 11: 7,133,397 Item 13: 11.84% Item 14: HC PREAMBLE The filing of this Schedule 13D is not, and should not be deemed to be, an admission that such Schedule 13D is required to be filed. See the discussion under Item 2. Item 1. Security and Issuer. This statement relates to shares of the Common Stock, $0.00 par value (the "Shares") of El Paso Electric Company, a Texas corporation (the "Company"). The principal executive offices of the Company are located at 303 North Oregon Street, El Paso, TX 79901. Item 2. Identity and Background. Item 2 is amended as follows: This statement is being filed by FMR Corp., a Massachusetts Corporation ("FMR"). FMR is a holding company one of whose principal assets is the capital stock of a wholly-owned subsidiary, Fidelity Management & Research Company ("Fidelity"), which is also a Massachusetts corporation. Fidelity is an investment advisor which is registered under Section 203 of the Investment Advisors Act of 1940 and which provides investment advisory services to more than 30 investment companies which are registered under Section 8 of the Investment Company Act of 1940 and serves as investment advisor to certain other funds which are generally offered to limited groups of investors (the "Fidelity Funds"). Fidelity Management Trust Company ("FMTC"), a wholly- owned subsidiary of FMR Corp. and a bank as defined in Section 3(a)(6) of the Securities Exchange Act of 1934, serves as trustee or managing agent for various private investment accounts, primarily employee benefit plans and serves as investment adviser to certain other funds which are generally offered to limited groups of investors (the "Accounts"). Various directly or indirectly held subsidiaries of FMR are also engaged in investment management, venture capital asset management, securities brokerage, transfer and shareholder servicing and real estate development. The principal offices of FMR, Fidelity, and FMTC are located at 82 Devonshire Street, Boston, Massachusetts 02109. Members of the Edward C. Johnson 3d family are the predominant owners of Class B shares of common stock of FMR representing approximately 49% of the voting power of FMR. Mr. Johnson 3d owns 12.0% and Abigail Johnson owns 24.5% of the aggregate outstanding voting stock of FMR. Mr. Johnson 3d is the Chairman of FMR. The Johnson family group and all other Class B shareholders have entered into a shareholders' voting agreement under which all Class B shares will be voted in accordance with the majority vote of Class B shares. Accordingly, through their ownership of voting common stock and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR. The business address and principal occupation of Mr. Johnson 3d is set forth in Schedule A hereto. The Shares to which this statement relates are owned directly by two of the Fidelity Funds, and six of the Accounts. The name, residence or business address, principal occupation or employment and citizenship of each of the executive officers and directors of FMR are set forth in Schedule A hereto. Within the past five years, none of the persons named in this Item 2 or listed on Schedule A has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to any civil proceeding and as a result thereof was or is subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violations with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. Item 3 is amended as follows: The Fidelity Funds received Shares of common stock pursuant to the Company's Fourth Amended Plan of Reorganization filed under Chapter 11 of the United States Bankruptcy Code (the "Plan"). The number of Shares received were subject to adjustment under the Plan. The Shares received were in partial exchange for certain of the Company's debt securities and bank debt. The Accounts received Shares of common stock pursuant to the Plan. The number of Shares received were subject to adjustment under the Plan. The Shares received were in partial exchange for certain of the Company's debt securities and bank debt. Proceeds from 4,838,175 Shares sold by the Funds aggregated approximately $29,356,238. Proceeds from 3,672,463 Shares sold by the Accounts aggregated approximately $24,701,056. The attached Schedule B sets forth Shares purchased and/or sold since February 4, 1998. Item 4. Purpose of Transaction. Item 4 is amended as follows: The Fidelity Funds and Accounts received the Shares pursuant to the Company's Plan, in addition to cash and debt securities, in exchange for debt securities and bank debt held by the Fidelity Funds and Accounts. Fidelity and FMTC, respectively, intend to review continuously the equity position of the Fidelity Funds and Accounts in the Company. Depending upon future evaluations of the business prospects of the Company and upon other developments, including, but not limited to, general economic and business conditions and money market and stock market conditions, Fidelity may determine to cease making additional purchases of Shares or to increase or decrease the equity interest in the Company by acquiring additional Shares, or by disposing of all or a portion of the Shares. Neither Fidelity nor FMTC has any present plan or proposal which relates to or would result in (i) an extraordinary corporate transaction, such as a merger, reorganization, liquidation, or sale of transfer of a material amount of assets involving the Company or any of its subsidiaries, (ii) any change in the Company's present Board of Directors or management, (iii) any material changes in the Company's present capitalization or dividend policy or any other material change in the Company's business or corporate structure, (iv) any change in the Company's charter or by-laws, or (v) the Company's common stock becoming eligible for termination of its registration pursuant to Section 12(g)(4) of the 1934 Act. Item 5. Interest in Securities of Issuer. Item 5 is amended as follows: FMR, Fidelity, and FMTC, beneficially own all 7,133,397 Shares. (a) FMR beneficially owns, through Fidelity, as investment advisor to the Fidelity Funds, 5,412,213 Shares, or approximately 8.98% of the outstanding Shares of the Company, and through FMTC, the managing agent for the Accounts, 1,721,184 Shares, or approximately 2.86% of the outstanding Shares of the Company. Neither FMR, Fidelity, FMTC, nor any of its affiliates nor, to the best knowledge of FMR, any of the persons named in Schedule A hereto, beneficially owns any other Shares. The combined holdings of FMR, Fidelity, and FMTC, are 7,133,397 Shares, or approximately 11.84% of the outstanding Shares of the Company. (b) FMR, through is control of Fidelity, investment advisor to the Fidelity Funds, and the Funds each has sole power to dispose of the Shares. Neither FMR nor Mr. Johnson has the sole power to vote or direct the voting of the 5,412,213 Shares owned directly by the Fidelity Funds, which power resides with the Funds' Boards of Trustees. Fidelity carries out the voting of the Shares under written guidelines established by the Funds' Board of Trustees. FMR, through its control of FMTC, investment manager to the Accounts, and the Accounts each has sole dispositive power over 1,721,184 Shares and sole power to vote or to direct the voting of 1,609,393 Shares, and no power to vote or to direct the voting of 111,791 Shares owned by the Accounts. (c) The number of Shares beneficially owned set forth above does not include approximately 1,432,387 Shares with respect to which, as of March 1, 1996, the reporting person had no beneficial ownership. On March 1, 1996, there was (i) a termination of the reporting person's interest in two Accounts and a Fidelity Fund (a private investment partnership) and (ii) a termination of investment management agreements FMTC and Fidelity had with such Account(s) and Fidelity Fund, respectively. Such Accounts and Fidelity Fund had expected to receive approximately 1,432,387 Shares in the aggregate. (d) Except as set forth in Schedule B, neither FMR, or any of its affiliates, nor, to the best knowledge of FMR, any of the persons named in Schedule A hereto has effected any transaction in Shares during the past sixty (60) days. Item 6. Contract, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. DDJ Capital Management, LLC or an affiliate of such company ("DDJ"), provides investment advisory consulting services for FMTC's use in connection with FMTC's investment management of two Accounts. DDJ is not a direct or indirect subsidiary or affiliate of FMR Corp. or FMTC; DDJ has no shares or sole voting or dispositive power or any other investment discretion with respect to such securities owned by Accounts managed by FMTC. As contemplated by the Plan, the Company and the Fidelity Funds and Accounts that will receive the Shares are parties to a Registration Rights Agreement dated February 12, 1996 obligating the Company to register future sales of the Shares by such Fidelity Funds and Accounts under the Securities Act of 1933, as amended. In connection with the Plan, (i) the Securities and Exchange Commission granted Fidelity and FMTC an exemption from the provisions of the Public Utility Holdings Company Act for a three year period, and (ii) the New Mexico Public Utility Commission issued a Final Order in connection with the Fidelity Funds' and Accounts' ownership of the Shares. In connection therewith, Fidelity and FMTC represented that they anticipated that its aggregate beneficial ownership will be less than 10% within a three year period. Except as may otherwise be described herein, neither FMR nor any of its affiliates nor, to the best knowledge of FMR, any of the persons named in Schedule A hereto has any joint venture, finder's fee, or other contract or arrangement with any person with respect to any securities of the Company. The Funds and Accounts may from time to time own debt securities issued by the Company or its direct or indirect subsidiaries, and may from time to time purchase and/or sell such debt securities. Item 7. Material to be Filed as Exhibits. This statement speaks as of its date, and no inference should be drawn that no change has occurred in the facts set forth herein after the date hereof. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. FMR Corp. DATE: March 9, 1998 By: /s/Eric D. Roiter Eric D. Roiter V.P. & General Counsel - FMR Co. Duly authorized under Powers of Attorney dated December 30, 1997, by and on behalf of FMR Corp. and its direct and indirect subsidiaries SCHEDULE A The name and present principal occupation or employment of each executive officer and director of FMR Corp. are set forth below. The business address of each person is 82 Devonshire Street, Boston, Massachusetts 02109, and the address of the corporation or organization in which such employment is conducted is the same as his business address. All of the persons listed below are U.S. citizens. POSITION WITH PRINCIPAL NAME FMR CORP. OCCUPATION Edward C. Johnson 3d President, Chairman of the Director, CEO Board and CEO, FMR Corp. Chairman & Mng. Director J. Gary Burkhead Director and Vice Chairman President, Fidelity Investments Institutional Services Company, Inc. James C. Curvey Director, Vice Chairman, Chief Operating Officer, FMR Chief Operating Officer William L. Byrnes Director & Mng. Vice Chairman, FIL Director Abigail P. Johnson Director Associate Director and Senior Vice President - Fidelity Management & Research Company George A. Vanderheiden Director Senior Vice President, Fidelity Management & Research Company David C. Weinstein Sr. Vice President Sr. Vice President Administration Administration, FMR Corp. Mark A. Peterson Executive Vice President President - Fidelity Investments Technology & Processing Group Gerald M. Lieberman Sr. Vice Pres. - Sr. Vice Pres. - Chief Financial Chief Financial Officer Officer, FMR Corp. SCHEDULE B El Paso Electric Co. Two Account(s) sold Shares since February 4, 1997 at the dates and at the prices set forth below. The transactions were made for cash in open market transactions or with other investment companies with the same or an affiliated investment advisor. DATE SHARES PRICE 2-4-98 30,000 $7.3125 2-12-98 127,500 7.28125 2-17-98 54,500 7.29095 2-20-98 162,500 7.0625 2-25-98 150,000 7.00 2-26-98 85,000 7.00 -----END PRIVACY-ENHANCED MESSAGE-----