UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of Earliest Event Reported: August 26, 2004)

         On August 26, 2004, the Pennsylvania Avenue Event Driven Fund filed a class action complaint in the Superior Court of the State of Arizona on behalf of the holders of UniSource Energy Corporation (UniSource Energy) common stock against UniSource Energy and its directors (Pennsylvania Ave. Event Driven Fund v. UniSource Energy Corp., et al. (D. Ariz.)) relating to the proposed acquisition of UniSource Energy by Saguaro Utility Group L.P. (Saguaro). The plaintiff alleges, among other things, that members of UniSource Energy's board of directors breached their fiduciary duties to UniSource Energy's shareholders in connection with the proposed acquisition by tailoring the acquisition to meet the specific needs of Saguaro and basing the acquisition on financial results of UniSource Energy that were subsequently restated to recognize additional net income. The plaintiff is seeking to enjoin the acquisition, which was approved by shareholders of UniSource Energy in March 2004. The lawsuit requests an order:

• declaring that the action is properly maintainable as a class action;
• decreeing that the acquisition agreement was entered into in breach of the directors' fiduciary duties and is therefore unlawful and unenforceable;
• enjoining the consummation of the acquisition until a new sale process is adopted;
• ordering directors to exercise their fiduciary duties to obtain a transaction that is in the best interest of UniSource Energy's shareholders;
• rescinding, to the extent implemented, the acquisition; and
• awarding the plaintiff the costs of its action, including attorney's and experts' fees.

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SIGNATURES

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