0000941138-14-000198.txt : 20140819 0000941138-14-000198.hdr.sgml : 20140819 20140819155101 ACCESSION NUMBER: 0000941138-14-000198 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140815 FILED AS OF DATE: 20140819 DATE AS OF CHANGE: 20140819 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: UNS Energy Corp CENTRAL INDEX KEY: 0000941138 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 860786732 STATE OF INCORPORATION: AZ FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 88 EAST BROADWAY CITY: TUCSON STATE: AZ ZIP: 85701 BUSINESS PHONE: 520-571-4000 MAIL ADDRESS: STREET 1: 88 EAST BROADWAY CITY: TUCSON STATE: AZ ZIP: 85701 FORMER COMPANY: FORMER CONFORMED NAME: UNISOURCE ENERGY CORP DATE OF NAME CHANGE: 19950313 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: McKenna Thomas A CENTRAL INDEX KEY: 0001384947 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13739 FILM NUMBER: 141052041 MAIL ADDRESS: STREET 1: 1 S CHURCH AVENUE STREET 2: UE201 CITY: TUCSON STATE: AZ ZIP: 85701 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2014-08-15 1 0000941138 UNS Energy Corp UNS 0001384947 McKenna Thomas A 88 E. BROADWAY TUCSON AZ 85701 0 1 0 0 Vice President Common Stock 2014-08-15 4 D 0 4573.664 60.25 D 0 I By 401(k) Plan Common Stock 2014-08-15 4 D 0 1544 60.25 D 0 D Phantom Stock Units 0 2014-08-15 4 D 0 15.8772 0 D Common Stock 15.8772 0 D Restricted Stock Units 0 2014-08-15 4 D 0 551.91 D Common Stock 551.91 0 D Restricted Stock Units 0 2014-08-15 4 D 0 571.2506 D Common Stock 571.2506 0 D Employee Stock Option (right to buy) 26.11 2014-08-15 4 D 0 6990 D 2019-02-19 Common Stock 6990 0 D Employee Stock Option (right to buy) 26.18 2014-08-15 4 D 0 7670 D 2018-02-27 Common Stock 7670 0 D Each share of phantom stock is the economic equivalent of one share of common stock under the UNS Energy Corporation Management and Directors Deferred Compensation Plan (the "DCP"). On August 15, 2014, FortisUS Inc., a Delaware corporation, acquired the issuer pursuant to that certain merger agreement between issuer, FortisUS Inc., Color Acquisition Sub Inc., an Arizona corporation and wholly owned subsidiary of FortisUS Inc., and solely for purposes of Section 5.5(c) and 8.15 of the merger agreement, Fortis Inc., a corporation incorporated under the Corporations Act of Newfoundland and Labrador, dated as of December 11, 2013 (the "Merger"). At the effective time of the Merger, each outstanding share of the issuer's common stock was converted into the right to receive $60.25 in cash. In addition, phantom stock units were canceled at the effective time of the Merger in exchange for the right to receive a cash payment in the future at the time or times elected by the reporting person under the DCP and subject to earlier payment in accordance with the DCP. Converts to common stock on a 1-for-1 basis. The phantom stock units were canceled at the effective time of the Merger in exchange for the right to receive a cash payment in the future at the time or times elected by the reporting person under the DCP and subject to earlier payment in accordance with the DCP. Each restricted stock unit represents a contingent right to receive one share of UNS Energy Corporation common stock. The reported number of derivative securities disposed of includes shares acquired by reinvesting dividends in unreported transactions pursuant to the Company's dividend reinvestment program. At the effective time of the Merger, each outstanding share of the issuer's common stock was converted into the right to receive $60.25 in cash. In addition, the restricted stock units were canceled at the effective time of the Merger in exchange for a cash payment equal to $60.25 per share, payable without interest and less any required withholding taxes. The restricted stock units were canceled at the effective time of the Merger in exchange for a cash payment equal to $60.25 per share, payable without interest and less any required withholding taxes. At the effective time of the Merger, each outstanding share of the issuer's common stock was converted into the right to receive $60.25 in cash. In addition, all outstanding options were canceled at the effective time of the Merger in exchange for a cash payment equal to the per-share merger consideration (less the exercise price in the case of options), payable without interest and less any required withholding taxes. The options were canceled at the effective time of the Merger in exchange for a cash payment equal to $60.25 less the option exercise price, payable without interest and less any required withholding taxes. Diana K. Durako, Attorney in Fact 2014-08-19