UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
UCU CAPITAL TRUST I
(Exact name of registrant as specified in its charter)
Delaware Applied For
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
20 West Ninth Street, Kansas City, Missouri 64105
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
None Not Applicable
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box.[ ]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [X]
Securities Act registration statement file number to which this form relates:
Registration File No. 333-86299-01
<PAGE>
Securities to be registered pursuant to Section 12(g) of the Act:
% Preferred Securities of UCU Capital Trust I
(Title of Class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The class of securities to be registered hereby are the Preferred
Securities (the "Preferred Securities") of UCU Capital Trust I, a Delawaare
statutory business trust.
A description of the Preferred Securities is set forth in the Prospectus
Supplement dated September 16, 1999 (and filed with the Commission pursuant to
Rule 424 on September 17, 1999) to the Prospectus contained in the registration
statement on Form S-3 (the "Form S-3") of UCU Capital Trust I and UtiliCorp
United, Inc., a Delaware corporation (Registration Nos. 333-86299 and
333-86299-01), which description is incorporated herein by reference.
Item 2. Exhibits.
- ------- ---------
*1(a) --Prospectus and Prospectus Supplement (Rule 424(b)(5) filing made by
UtiliCorp United Inc. on September 17, 1999.)
*4(a)(1) --Indenture, dated as of November 1, 1990, between UtiliCorp United
Inc. and The First National Bank of Chicago, Trustee. (Exhibit 4(a) to
UtiliCorp United's Current Report on Form 8-K, dated November 30,
1990.)
*4(a)(2) --Form of Supplemental Indenture. (Exhibit 4(d)(11) to
UtiliCorp United Inc.'s Registration Statement No. 333-6707.)
*4(b) --Form of Guarantee Agreement to be delivered by UtiliCorp United Inc.
(Exhibit 4(h) to the Form S-3.)
*4(c) --Certificate of Trust of UCU Capital Trust I. (Exhibit 4(i) to the
Form S-3.) 4(d) --Certificate of Amendment of the Certificate of Trust
of UCU Capital Trust I.
4(d) --Certificate of Amendment of the Certificate of Trust of UCU Capital
Trust I.
*4(e) --Declaration of Trust of UCU Capital Trust I, dated August 30, 1999.
(Exhibit 4(j) to the Form S-3.)
*4(f) --Form of Amended and Restated Declaration of Trust of UCU Capital
Trust I. (Exhibit 4(k) to the Form S-3.)
*4(g) --Form of Preferred Security. (included as Exhibit A to the Form of
Amended and Restated Declaration of Trust filed as Exhibit 4(k) to the
Form S-3.) *4(h) --Form of Purchase Contract Agreement. (Exhibit 4(m)
to the Form S-3.)
*4(i) --Form of Pledge Agreement. (Exhibit 4(n) to the Form S-3.)
*4(j) --Form of Certificate Evidencing PEPS Units. (included as Exhibit A to
the Form of Purchase Contract Agreement filed as Exhibit 4(m) to the
Form S-3.)
*4(k) --Form of Certificate Evidencing Treasury PEPS Units. (included as
Exhibit B to the Form of Purchase Contract Agreement filed as Exhibit
4(m) to the Form S-3.)
* Incorporated herein by reference.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
UCU CAPITAL TRUST I
By: /s/ Dale J. Wolf
Name: Dale J. Wolf
Title: Regular Trustee
(Duly authorized representative)
Date: September 21, 1999
Exhibit 4(d)
CERTIFICATE OF AMENDMENT OF THE
CERTIFICATE OF TRUST OF UCU CAPITAL TRUST I
THIS Certificate of Amendment of the Certificate of Trust of UCU Capital
Trust I (the "Trust"), dated September 21, 1999 is being duly executed and filed
by the undersigned trustees to amend a business trust formed under the Delaware
Business Trust Act (12 Del. C. ss. 3801, et seq.).
1. Name. The name of the business trust amended hereby is UCU Capital
Trust I.
2. Amendment of Trust. The Certificate of Trust of the Trust is hereby
amended by changing the name and address of the Delaware Trustee from
Chase Manhattan Bank Delaware, 1201 Market Street, Wilmington,
Delaware, 19801, Attention: Corporate Trust Administration to Bank One
Delaware, Inc., Christiana Center, 201 North Walnut Street,
Wilmington, Delaware 19801, Attention: Legal Department/First USA.
3. Effective Date. This Certificate of Amendment shall be effective upon
filing with the Secretary of State of the State of Delaware.
IN WITNESS WHEREOF, the undersigned, being trustees of the Trust, have
executed this Certificate of Amendment as of the date first above written.
BANK ONE DELAWARE, INC., not in its individual
capacity but solely as trustee
By: /s/ Steven M. Wagner
Name: Steven M. Wagner
Title: Vice President
DALE J. WOLF, not in his individual capacity
but solely as trustee
/s/ Dale J. Wolf
