UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934*
(Amendment No. __ )
UniSource Energy Corporation
----------------------------
(Name of Issuer)
Common Stock, no par value
--------------------------
(Title of Class of Securities)
909205106
---------
(CUSIP Number)
November 26, 2008
-----------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 909205106 13G Page 2 of 8 Pages
------------------- -----------------
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Duquesne Capital Management, L.L.C.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
-------------------- ------ ----------------------------------------------------
5 SOLE VOTING POWER
0
------ ----------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 1,866,900
OWNED BY ------ ----------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH ------ ----------------------------------------------------
8 SHARED DISPOSITIVE POWER
1,866,900
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,866,900
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.3%
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12 TYPE OF REPORTING PERSON*
OO
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CUSIP No. 909205106 13G Page 3 of 8 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stanley F. Druckenmiller
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
---------- ---------------------------------------------------------------------
3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-------------------- ------ ----------------------------------------------------
5 SOLE VOTING POWER
0
------ ----------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 1,866,900
OWNED BY ------ ----------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH ------ ----------------------------------------------------
8 SHARED DISPOSITIVE POWER
1,866,900
---------- ---------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,866,900
---------- ---------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
---------- ---------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.3%
---------- ---------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
---------- ---------------------------------------------------------------------
This statement on Schedule 13G is filed with respect to the Common Stock
(as defined in Item 2(d) below) of UniSource Energy Corporation, a corporation
organized under the laws of the State of Arizona.
Item 1(a): Name of Issuer:
--------- --------------
The name of the issuer is UniSource Energy Corporation (the "Company").
Item 1(b): Address of Issuer's Principal Executive Offices:
--------- -----------------------------------------------
The Company's principal executive offices are located at One South Church
Avenue, Suite 100, Tucson, Arizona 85701.
Item 2(a): Name of Person Filing:
--------- ---------------------
This Schedule 13G (this "Schedule 13G") with respect to the Common Stock of
the Company is filed by:
1. Duquesne Capital Management, L.L.C., a Pennsylvania limited liability
company ("Duquesne Capital"), which serves as the investment manager
to Windmill Master Fund L.P., a Cayman Islands Exempted Limited
Partnership ("Windmill"), and several other investment funds
(including, but not limited to, Windmill, the "Funds"), with respect
to shares of Common Stock directly beneficially owned by the Funds
(collectively, the "Shares"); and
2. Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller"), who serves as the
managing member of Duquesne Capital, with respect to the Shares. Mr.
Druckenmiller also serves as the managing member of Duquesne Holdings,
LLC, a limited liability company organized under the laws of Anguilla,
British West Indies ("Duquesne Holdings"), which acts as general
partner to Windmill and certain of the Funds, and which has the power
to replace Duquesne Capital as investment manager of those Funds
within 60 days or less.
Duquesne Capital may be deemed to beneficially own the Shares by virtue of
its position as investment manager of the Funds. Mr. Druckenmiller may be deemed
to beneficially own the Shares by virtue of his position as managing member of
Duquesne Capital and as managing member of Duquesne Holdings. Duquesne Capital
and Mr. Druckenmiller are hereinafter sometimes collectively referred to as the
"Reporting Persons." Any disclosures herein by each Reporting Person with
respect to other persons are made on information and belief after making inquiry
to the appropriate party.
Item 2(b): Address of Principal Business Office or, if None, Residence:
--------- -----------------------------------------------------------
The address of the principal business offices of Duquesne Capital and Mr.
Druckenmiller is 40 West 57th Street, 25th Floor, New York, New York 10019.
-4-
Item 2(c): Citizenship:
--------- -----------
Duquesne Capital is organized under the laws of the Commonwealth of
Pennsylvania. Mr. Druckenmiller is a citizen of the United States of America.
Item 2(d): Title of Class of Securities:
--------- ----------------------------
Common Stock, no par value ("Common Stock").
Item 2(e): CUSIP Number:
--------- ------------
909205106
Item 3: If this statement is filed pursuant to Rules 13d-1(b) or
------ --------------------------------------------------------
13d-2(b) or (c), check whether the person filing is a:
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(a) [ ] Broker or dealer registered under Section 15 of the Act,
(b) [ ] Bank as defined in Section 3(a)(6) of the Act,
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act,
(d) [ ] Investment Company registered under Section 8 of the Investment
Company Act of 1940,
(e) [ ] Investment Adviser in accordance with Rule 13d-1 (b)(1)(ii)(E),
(f) [ ] Employee Benefit Plan or Endowment Fund in accordance with 13d-1
(b)(1)(ii)(F),
(g) [ ] Parent Holding Company or control person in accordance with Rule
13d-1(b)(1)(ii)(G),
(h) [ ] Savings Association as defined in Section 3(b) of the Federal
Deposit Insurance Act,
(i) [ ] Church Plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act of
1940,
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4: Ownership:
------ ---------
A. Duquesne Capital
----------------
(a) Amount beneficially owned: 1,866,900.
(b) Percent of class: 5.3%. The percentages used herein and in the rest of
this Schedule 13G are calculated based upon a total of 35,494,089 shares of
Common Stock issued and outstanding as of November 4, 2008, as reported in the
Company's Quarterly Report on Form 10-Q for the quarterly period ended September
30, 2008.
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 1,866,900
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 1,866,900
-5-
B. Mr. Druckenmiller
-----------------
(a) Amount beneficially owned: 1,866,900
(b) Percent of class: 5.3%.
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 1,866,900
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 1,866,900
Item 5: Ownership of Five Percent or Less of a Class:
------ --------------------------------------------
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following: [ ]
Item 6: Ownership of More than Five Percent on Behalf of Another Person:
------ ---------------------------------------------------------------
Other than as set forth herein, no other person is known to have the right
to receive or the power to direct the receipt of dividends from, or proceeds
from the sale of, the securities reported in this Schedule 13G.
Item 7: Identification and Classification of the Subsidiary Which
------ ---------------------------------------------------------
Acquired the Security Being Reported on by the Parent Holding
-------------------------------------------------------------
Company:
-------
Not applicable.
Item 8: Identification and Classification of Members of the Group:
------ ---------------------------------------------------------
Not applicable.
Item 9: Notice of Dissolution of Group:
------ ------------------------------
Not applicable.
Item 10: Certification:
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Each Reporting Person hereby makes the following certification:
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
[THE REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]
-6-
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.
Dated: December 5, 2008
DUQUESNE CAPITAL MANAGEMENT, L.L.C.
By: /s/ Gerald Kerner
------------------------------
Name: Gerald Kerner
Title: Managing Director
STANLEY F. DRUCKENMILLER
By: /s/ Gerald Kerner
------------------------------
Name: Gerald Kerner
Title: Attorney-in-Fact
EXHIBIT INDEX
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Exhibit 99.1: Joint Filing Agreement, by and between Duquesne Capital
Management, L.L.C. and Stanley F. Druckenmiller, dated December
5, 2008.
Exhibit 99.2: Power of Attorney granted by Mr. Stanley F. Druckenmiller in
favor of Gerald Kerner and Joseph W. Haleski, dated April 24,
2002.