UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
Quarterly report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
X For the quarterly period ended March 31, 1995 or
Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from ______________ to
____________.
Commission file number: 1-3368
THE EMPIRE DISTRICT ELECTRIC COMPANY
(Exact name of registrant as specified in its charter)
Kansas 44-0236370
(State of Incorporation) (I.R.S. Employer
Identification No.)
602 Joplin Street, Joplin, Missouri 64801
(Address of principal executive offices) (zip code)
Registrant's telephone number: (417) 625-5100
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days. Yes No ___
Common stock outstanding as of April 27, 1995: 14,933,857 shares.
<PAGE>
THE EMPIRE DISTRICT ELECTRIC COMPANY
INDEX
Page Number
Part I - Financial Information:
Item 1. Financial Statements:
a. Statement of Income 3
b. Balance Sheet 5
c. Statement of Cash Flows 6
d. Notes to Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
Part II - Other Information:
Item 1. Legal Proceedings - (none)
Item 2. Changes in Securities - (none)
Item 3. Defaults Upon Senior Securities - (none)
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 13
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
STATEMENT OF INCOME (UNAUDITED)
<CAPTION>
Three Months Ended
March 31,
1995 1994
<S> <C> <C>
Operating revenues:
Electric $42,161,522 $41,464,034
Water 234,109 208,732
42,395,631 41,672,766
Operating revenue deductions:
Operating expenses:
Fuel 7,391,065 7,266,739
Purchased power 7,898,548 8,586,366
Other 7,622,122 7,323,494
Total operating expenses 22,911,735 23,176,599
Maintenance and repairs 2,818,510 2,211,488
Depreciation and amortization 4,672,709 4,535,713
Provision for income taxes 2,016,755 2,197,700
Other taxes 2,528,617 2,558,414
34,948,326 34,679,914
Operating income 7,447,305 6,992,852
Other income and deductions:
Allowance for equity funds used
during construction 403,445 122,488
Interest income 29,145 10,855
Other - net 50,460 (101,536)
483,050 31,807
Income before interest charges 7,930,355 7,024,659
Interest charges:
First mortgage bonds 3,592,716 3,175,383
Commercial paper 272,056 155,160
Allowance for borrowed funds used
during construction (558,527) (99,843)
Other 58,121 51,180
3,364,366 3,281,880
Net income 4,565,989 3,742,779
Preferred stock dividend requirements 604,085 96,272
Net income applicable to common stock $ 3,961,904 $ 3,646,507
Weighted average number of common
shares outstanding 13,966,088 13,592,071
Earnings per weighted average share of
common stock $ 0.28 $ 0.27
Dividends per share of common stock $ 0.32 $ 0.32
<FN>
See accompanying Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
STATEMENT OF INCOME (UNAUDITED)
<CAPTION>
Twelve Months Ended
March 31,
1995 1994
<S> <C> <C>
Operating revenues:
Electric $177,509,370 $169,876,891
Water 970,454 826,311
178,479,824 170,703,202
Operating revenue deductions:
Operating expenses:
Fuel 30,525,497 29,824,032
Purchased power 33,922,825 35,651,225
Other 31,000,713 30,648,949
Total operating expenses 95,449,035 96,124,206
Maintenance and repairs 11,391,151 10,360,316
Depreciation and amortization 18,476,176 17,676,396
Provision for income taxes 10,498,055 7,725,330
Other taxes 10,206,397 9,887,338
146,020,814 141,773,586
Operating income 32,459,010 28,929,616
Other income and deductions:
Allowance for equity funds used
during construction 1,011,316 122,488
Interest income 109,975 98,828
Other - net (68,582) (285,508)
1,052,709 (64,192)
Income before interest charges 33,511,719 28,865,424
Interest charges:
First mortgage bonds 13,373,976 13,001,914
Commercial paper 821,806 348,962
Allowance for borrowed funds used
during construction (1,443,229) (299,105)
Other 252,856 220,345
13,005,409 13,272,116
Net income 20,506,310 15,593,308
Preferred stock dividend requirements 2,070,841 385,090
Net income applicable to common stock $ 18,435,469 $ 15,208,218
Weighted average number of common
shares outstanding 13,826,455 13,487,112
Earnings per weighted average share of
common stock $ 1.33 $ 1.13
Dividends per share of common stock $ 1.28 $ 1.28
<FN>
See accompanying Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
BALANCE SHEET
<CAPTION>
March 31,
1995 December 31,
(Unaudited) 1994
<S> <C> <C>
ASSETS
Utility plant, at original cost:
Electric plant in service $609,507,056 $606,519,616
Water plant in service 4,915,613 4,863,228
Construction work in progress 54,425,072 45,317,772
668,847,741 656,700,616
Accumulated depreciation 213,899,013 210,858,722
454,948,728 445,841,894
Current assets:
Cash and cash equivalents 2,680,214 3,362,653
Accounts receivable - trade, net 10,094,255 10,653,580
Accrued unbilled revenues 3,420,452 5,041,575
Accounts receivable - other 2,818,804 2,878,122
Fuel, materials and supplies 13,561,030 12,970,376
Prepaid expenses 532,634 708,253
33,107,389 35,614,559
Deferred charges:
Regulatory asset 26,415,305 23,657,498
Unamortized debt expenses 12,960,628 13,166,603
Other 2,235,777 1,932,798
41,611,710 38,756,899
Total Assets $529,667,827 $520,213,352
CAPITALIZATION AND LIABILITIES:
Common stock, $1 par value,
14,024,339 and 13,941,531 shares
issued and outstanding,
respectively $14,024,339 $13,941,531
Capital in excess of par value 107,527,137 106,055,389
Retained earnings (Note 3) 53,279,765 53,783,342
Total common stockholders' equity 174,831,241 173,780,262
Preferred stock 32,901,800 32,901,800
Long-term debt 184,906,916 184,976,950
392,639,957 391,659,012
Current liabilities:
Accounts payable and accrued
liabilities 8,680,009 11,459,243
Commercial paper 18,500,000 16,000,000
Customer deposits 2,394,943 2,385,182
Interest accrued 5,434,014 3,413,850
Taxes accrued, including income
taxes 5,615,747 1,557,744
40,624,713 34,816,019
Noncurrent liabilities and deferred
credits:
Regulatory liability 19,582,184 20,683,409
Deferred income taxes 60,303,527 56,229,391
Unamortized investment tax credits 10,635,680 10,741,000
Postretirement benefits other than
pensions 4,104,178 4,083,626
Other 1,777,588 2,000,895
96,403,157 93,738,321
Total Capitalization and
Liabilities $529,667,827 $520,213,352
<FN>
See accompanying Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
STATEMENT OF CASH FLOWS (UNAUDITED)
<CAPTION>
Three Months Ended
March 31,
1995 1994
<S> <C> <C>
Operating activities:
Net income $ 4,565,989 $ 3,742,779
Adjustments to reconcile net income
to cash flows:
Depreciation 4,955,443 4,755,408
Deferred income taxes - net 4,074,136 378,197
Investment tax credit - net (105,320) (132,080)
Allowance for equity funds used
during construction (403,445) 122,488
Issuance of common stock for 401(k)
plans 176,400 170,113
Other - 508,823
Cash flows impacted by changes in:
Receivables and accrued unbilled
revenues 2,239,766 1,342,489
Fuel, materials and supplies (590,654) 126,095
Prepaid expenses and deferred
charges (2,679,192) (710,277)
Accounts payable and accrued
liabilities (2,779,234) (3,401,192)
Other liabilities and deferred
credits 4,787,914 5,044,477
Net cash provided by operating
activites 14,241,803 11,947,320
Investing activities:
Construction expenditures (14,062,277) (14,831,804)
Allowance for equity funds used
during construction 403,445 (122,488)
Net cash used in investing activities (13,658,832) (14,954,292)
Financing activities:
Proceeds from issuance of common
stock 1,378,156 1,402,771
Dividends (5,069,566) (4,442,417)
Repayment of long-term debt (74,000) -
Net proceeds from short-term
borrowings 2,500,000 6,200,000
Net cash provided (used in) financing
activities (1,265,410) 3,160,354
Net (decrease) increase in cash and
cash equivalents (682,439) 153,382
Cash and cash equivalents at beginning
of period 3,362,653 2,802,957
Cash and cash equivalents at end of
period $ 2,680,214 $ 2,956,339
<FN>
See accompanying Notes to Financial Statements.
</TABLE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
Note 1 - Summary of Significant Accounting Policies
The accompanying interim financial statements do not
include all disclosures included in the annual financial
statements and therefore should be read in conjunction with
the financial statements and notes thereto included in the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994.
The information furnished reflects all adjustments,
consisting only of normal recurring adjustments, which are in
the opinion of the Company necessary to present fairly the
results for the interim periods presented.
Note 2 - Accounting Matters
Effective January 1, 1996, the Company will be required
to adopt Statement of Financial Accounting Standards (SFAS)
No. 121 "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed of." Adoption of
this Statement is not expected to have a material effect on
the financial position, results of operations or cash flows of
the Company.
<TABLE>
Note 3 - Retained Earnings
<CAPTION>
First
Quarter
1995
<S> <C>
Balance at January 1, 1995 $53,783,342
Changes January 1 through March 31:
Net Income 4,565,989
Quarterly cash dividends on common stock:
- $0.32 per share (4,465,481)
Quarterly cash dividends on preferred stock:
5% cumulative - $0.125 per share (48,773)
8-1/8% cumulative - $0.203125 per share (507,812)
4-3/4% cumulative - $0.11875 per share (47,500)
Total changes January 1 through March 31 (503,577)
Balance at March 31, 1995 $53,279,765
</TABLE>
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
RESULTS OF OPERATIONS
The following discussion analyzes significant changes in
the results of operations for the three-month and twelve-month
periods ended March 31, 1995, compared to the same periods
ended March 31, 1994.
Operating Revenues and Kilowatt-Hour Sales
Of the Company's total electric operating revenues during
the first quarter of 1995, approximately 45% were from
residential customers, 28% from commercial customers, 17% from
industrial customers, 4% from wholesale on-system customers
and 2% from wholesale off-system customers. The following
table presents the percentage changes from the prior year in
kilowatt-hour ("Kwh") sales and revenue by customer class:
<TABLE>
<CAPTION>
Kwh Sales Revenue
Twelve Twelve
First Months First Months
Quarter Ended Quarter Ended
<S> <C> <C> <C> <C>
Residential 0.3% 0.2% 6.4% 5.9%
Commercial 4.4 6.4 (0.2) 6.0
Industrial 4.7 6.8 (2.5) 5.1
Wholesale On-
System 4.1 1.6 (5.6) (1.6)
Total System 2.7 3.7 2.1 5.3
Wholesale Off-
System (24.1) (18.8) (27.1) (19.3)
Total Sales 1.0 1.5 1.3 4.4
</TABLE>
Residential Kwh sales increased slightly during the first
quarter of 1995 compared to the first quarter of 1994. An
increase of 3.8% in the average number of residential
customers served offset the effect of mild winter temperatures
experienced during the period. Residential revenue was up due
mainly to the effect of electric rate increases and changes in
the Company's rate design during 1994 in connection with the
last Missouri electric rate case. This rate restructuring resulted,
in part, in a greaterrate increase for the Company's residential
customers than for its commercial and industrial customers.
Commercial and industrial Kwh sales increased during the
quarter reflecting continued growth in the average number of
customers served. Retail sales continue to be positively
impacted by expansion and increased economic activity
throughout the Company's service territory. Revenues from Kwh
sales to commercial and industrial customers decreased
however, primarily due to the restructuring of the Company's
rates discussed above. On-system wholesale Kwh sales were up
during the first quarter, yet revenues from those sales
declined due to operation of the fuel adjustment clause
applicable to such FERC regulated sales.
Revenues from Kwh sales to other electric systems (off-
system) were down during the first quarter, primarily as a
result of a reduction in low-margin, pass-through sales of
hydro energy to other electric systems.
<PAGE>
For the twelve months ended March 31, 1995, total
kilowatt-hour sales and revenues to the Company's own
customers were up over the year earlier period, reflecting
primarily the continued strong customer growth throughout the
Company's service territory along with the effect of the
electric rate increases discussed above. Revenues from
kilowatt-hour sales to other electric systems were down during
the period due primarily to decreased low-margin, pass-through
sales of hydro energy.
On March 17, 1995, the Company filed a request with the
Missouri Public Service Commission for an increase in rates
for its Missouri electric customers in the amount of
$8,543,910, or 5.3%. Any increase which might be granted as a
result of this filing is not expected to be effective until
late 1995 or early 1996. The Company anticipates filing for
rate relief in its other jurisdictions later in 1995 or early
in 1996.
Operating Revenue Deductions
During the first quarter of 1995, total operating
expenses decreased approximately $0.3 million (1.1%) compared
to the first quarter of 1994. Purchased power costs were down
approximately $0.7 million (8.0%) during the quarter,
primarily due to improved availability of the Company's Asbury
and jointly-owned Iatan Plant compared to the same period
last year. During the first quarter of 1994, the Company ex
perienced several forced outages at the Asbury Plant. In
addition, scheduled spring maintenance (which began during the
first quarter of 1994), did not begin until the second quarter
of 1995.
Total fuel costs were up approximately $0.1 million
(1.7%) during the first quarter of 1995, primarily due to a
5.8% increase in fuel-generated Kwh's, as the Company relied
less on purchased power and more on its own generation during
the quarter. Fuel expense did not increase at the same rate
as fuel-generated Kwh's due to significantly lower coal prices
at the Iatan Plant and lower natural gas prices.
Other operating expenses increased approximately $0.3
million (4.1%) during the period, due primarily to increased
work performed on the Company's distribution system.
Maintenance and repairs expense increased approximately $0.6
million (27.4%) , primarily due to increased transmission and
distribution maintenance, along with increased maintenance at
the Riverton Plant. The Company began its scheduled spring
inspection and maintenance outage of Steam Unit #7 (38
megawatts ("Mw") of capacity), at the Riverton Plant on February 27,
1995. This outage was scheduled to be completed by April 13,
1995, however during the inspection indications of cracks in
the turbine rotor shaft were found. In early May, indications
of additional cracks in the shaft (which were not previously
detected) were found during the repair process. The repair of
the unit is expected to be completed by the end of May of this
year. The total cost of repair is unknown; however, it is not
anticipated to be material.
Depreciation and amortization expense increased
approximately $0.1 million (3.0%) during the quarter due to
the additional plant and equipment placed in service. Total
income taxes declined approximately $0.2 million (8.2%) during
the first quarter due primarily to lower taxable income.
<PAGE>
During the twelve months ended March 31, 1995, total
operating expenses were down approximately $0.7 million (0.7%)
compared to the same period last year. Total purchased power
costs were down approximately $1.7 million (4.8%), primarily
due to a decrease in Kwh purchases of 9.1% resulting from
greater availability of the Company's plants as discussed
above. The effect of the decreased Kwh purchases was offset
in part due to increased capacity purchases compared to the
prior year. Total fuel costs were up approximately $0.7
million (2.4%) during the period, due primarily to a 9.3%
increase in fuel-generated Kwh's. Fuel costs did not increase
at the same rate as Kwh's generated, primarily because of a
32.7% increase in generation at the jointly-owned Iatan Plant,
one of the Company's lowest-cost generation units The Iatan
unit had been out of service for an extended period during the
twelve months ended March 31, 1994, due to flooding and a
generator winding failure.
Other operating expenses during the twelve months ended
March 31, 1995, increased only slightly compared to the same
period last year. Maintenance and repair expenses increased
approximately $1.0 million (9.9%) during the period, due to
increased work performed on the Company's transmission and
distribution systems, along with the increased maintenance at
the Riverton Plant as discussed above, and the Energy Center.
Total provision for income taxes increased due to higher
taxable income. Other taxes were up approximately $0.3
million (3.2%) during the period reflecting increased property
tax rates, higher levels of plant-in-service and increased
franchise taxes relating to higher revenues.
Nonoperating Items
Total allowance for funds used during construction
(AFUDC) increased substantially during both current year
periods, reflecting a higher level of construction work in
progress, particularly due to construction of the Company's
new State Line Plant, along with higher rates for AFUDC
determined in accordance with formulas prescribed by the FERC.
Interest income increased during both the first quarter
and twelve-months ending March 31, 1995, reflecting higher
interest rates earned on investments. "Other-net" was
positively affected during the periods due to the Company's
share of the gain recognized from the sale of 248 rail cars by
the joint-owners of the Iatan Plant.
Interest charges on first mortgage bonds increased in
both current year periods due to the issuance of $20 million
of the Company's First Mortgage Bonds in November, 1994.
Interest charges on commercial paper were up during the
periods due to increased levels of short-term borrowing to
finance the Company's construction program.
Earnings
For the first quarter of 1995, earnings per share of
common stock were $0.28 compared to $0.27 earned during the
first quarter of 1994. Earnings per common share for the tw
elve months ended March 31, 1995, were $1.33 compared to $1.13
earned during the same period last year. The increase in
earnings reflects the substantial increase experienced in AFUDC
and the rate increases received in Missouri, Kansas and Oklahoma
combined with the effect of continued customer growth.
These increases were offset in part by the effect of
mild weather during the first three months of 1995 and by
increased preferred dividend requirements resulting from the
Company's issuance of preferred stock in June 1994.
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
The Company's construction-related expenditures totaled
$14.1 million during the first quarter of 1995, compared to
$14.8 million for the same period in 1994. Approximately $6.4
million of expenditures during the current period are related
to the construction of a 98 Mw combustion turbine unit to be
placed in service in mid-1995 at the Company's new State Line
Power Plant, and initial expenditures for a second 98 Mw
combustion turbine unit at that site scheduled for completion
in mid-1997. Approximately 75% of construction expenditures
and other funds requirements were satisfied internally from
operations during the first quarter of 1995; the remainder was
provided from the issuance of commercial paper, and from the
sale of common stock through the Company's Dividend
Reinvestment Plan and Employee Stock Purchase Plan.
The Company's construction expenditures are expected to
total approximately $54.7 million in 1995, including
approximately $25.9 million for additions to the Company's
distribution system to meet projected increases in customer
demand and approximately $13.5 million for new generating
facilities.
The Company currently estimates that internally generated
funds will provide approximately one-half of the funds required
for the remainder of its 1995 construction expenditures. As in
the past, the Company will utilize short-term debt to finance
the additional funds needed for such construction and repay
such borrowings with the proceeds of sales of long-term debt
or equity securities, including the sale of the Company's
common stock pursuant to its Dividend Reinvestment Plan and
Employee Stock Purchase Plan and from internally-generated
funds. The Company plans to continue to utilize short-term
debt as needed to support normal operations and for other
temporary requirements.
On April 27, 1995, the Company sold to the public in
separate underwritten offerings $10 million aggregate
principal amount of its First Mortgage Bonds, 7.60% Series due
2005 and 900,000 shares of its Common Stock. The net proceeds
of both offerings of approximately $25 million were added to
the Company's general funds and used to repay short-term
indebtedness or for expenses incurred in connection with the
Company's construction program.
<PAGE>
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
(a) The annual meeting of Common Stockholders was held on
April 26, 1995.
(b) The following persons were re-elected Directors of the
Company to serve until the 1998 Annual Meeting of
Stockholders:
V. E. Brill (10,094,957 votes for; 183,542 withheld authority).
R. C. Hartley (10,099,955 votes for; 178,544 withheld authority).
F. E. Jeffries (10,107,485 votes for; 171,014 withheld authority).
The term of office as Director of the following other
Directors continued after the meeting: M. F. Chubb, Jr.,
R. D. Hammons, J. R. Herschend, R. L. Lamb, R. E. Mayes,
M. W. McKinney and M. M. Posner.
(c) The stockholders also approved the Company's 1996 Stock
Incentive Plan (8,722,134 votes for; 1,188,794 against;
317,551 abstain).
Item 5. Other Information.
At March 31, 1995, the Company's ratio of earnings to
fixed charges, and ratio of earnings to fixed charges and
preferred stock dividend requirements, were 3.14x and 2.59x,
respectively. See Exhibit (12) hereto.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
(4) Twenty-Sixth Supplemental Indenture dated as of
April 1, 1995, to Indenture of Mortgage and Deed of Trust.
(12) Computation of Ratio and Earnings to Fixed
Charges and Earnings to Combined Fixed Charges and
Preferred Stock Dividend Requirements.
(27) Financial Data Schedule for March 31, 1995
(b) In a current report dated March 27, 1995, the Company
filed, under Item 5. "Other Events," information
concerning the Company's Missouri rate increase request
and proceedings relating to a complaint filed by Ahlstrom
Development Corporation and Cottonwood Energy Partners,
LP.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly
authorized.
THE EMPIRE DISTRICT ELECTRIC COMPANY
Registrant
By V. E. Brill
------------------
V. E. Brill
Vice President - Finance
By G. A. Knapp
-------------------
G. A. Knapp
Controller and Assistant Treasurer
May 12, 1995
<TABLE>
EXHIBIT (12)
COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES AND
EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK
DIVIDEND REQUIREMENTS
<CAPTION>
Twelve
Months Ended
March 31,
1995
<S> <C>
Income before provision for income taxes and fixed
charges (Note A) $45,745,654
Fixed charges:
Interest on first mortgage bonds $12,602,270
Amortization of debt discount and expense less
premium 771,706
Interest on short-term debt 821,806
Other interest 252,856
Rental expense representative of an interest
factor (Note B) 117,026
Total fixed charges 14,565,664
Preferred stock dividend requirements:
Preferred stock dividend requirements not
deductible for tax purposes 1,992,085
Ratio of income before provision for incomes taxes
to net income 1.521
Nondeductible dividend requirements 3,031,056
Deductible dividends 78,036
Total preferred stock dividend requirements 3,109,092
Total combined fixed charges and preferred stock
dividend requirements $17,674,756
Ratio of earnings to fixed charges 3.14x
Ratio of earnings to combined fixed charges and
preferred stock dividend requirements 2.59x
<FN>
NOTE A: For the purpose of determining earnings in the calculation of the
ratio, net income has been increased by the provision for
income taxes, non- operating income taxes and by the sum
of fixed charges as shown above.
NOTE B One-third of rental expense (which approximates the interest factor).
</TABLE>
<PAGE>
[Conformed]
THE EMPIRE DISTRICT ELECTRIC COMPANY
TO
HARRIS TRUST AND SAVINGS BANK
AND
MERCANTILE BANK OF JOPLIN
Trustees
Twenty-Sixth Supplemental Indenture
Dated as of April 1, 1995
(Supplemental to Indenture dated as of September 1, 1944)
$10,000,000
First Mortgage Bonds, 7.60% Series due 2005
<PAGE>
TABLE OF CONTENTS1
(1) This Table of Contents is not a part of the annexed Supplemental Indenture
as executed.
<TABLE>
<CAPTION>
<S> <C> <C>
PAGE
PARTIES............................................................... 1
RECITALS.............................................................. 1
FORM OF BOND.......................................................... 3
FORM OF PRINCIPAL TRUSTEE'S CERTIFICATE OF AUTHENTICATION............. 6
GRANTING CLAUSES...................................................... 6
SUBSTATIONS AND SWITCHING STATIONS.................................... 7
PROPERTY NOW OWNED OR HEREAFTER ACQUIRED.............................. 7
SUBJECT TO PERMITTED ENCUMBRANCES, LIENS ON AFTER-ACQUIRED PROPERTY
AND CERTAIN VENDORS' LIENS............................................ 8
HABENDUM.............................................................. 8
GRANT IN TRUST........................................................ 8
DEFEASANCE............................................................ 8
GENERAL COVENANT...................................................... 8
ARTICLE I CREATION AND DESCRIPTION OF FIRST MORTGAGE BONDS,
7.60% SERIES DUE 2005
SECTION 1. New Series of Bonds 8
Bonds to be dated as of authentication date 8
Record Date 9
Denominations 9
Registrable and interchangeable, tax or government charge
9
No service charge on exchange or transfer 9
1
<PAGE>
<PAGE>
SECTION 2.
Issue of Bonds of the New Series limited to $10,000,000. All or a portion of
the Bonds of the New Series may be authenticated prior to recording of this
Supplemental Indenture
9
ARTICLE II NO REDEMPTION OF BONDS OF THE NEW SERIES
No redemption of Bonds of the New Series prior to maturity
10
ARTICLE III NO SINKING AND IMPROVEMENT FUND FOR BONDS OF THE
NEW SERIES
There shall be no Sinking and Improvement Fund for the Bonds of the New
Series
10
ARTICLE IV
DIVIDEND COVENANTS
Covenants in Section4.11 of the Original Indenture to continue in effect so
long as any Bonds of the New Series are outstanding
10
ARTICLE V THE TRUSTEES
The Trustees accept the trusts created by this Supplemental Indenture and
agree to perform the same upon terms set forth in the Original Indenture as
supplemented
10
ARTICLE VI MISCELLANEOUS PROVISIONS
SECTION 1.
Provision regarding legal holidays
10
SECTION 2.
Original Indenture, as supplemented and amended, ratified and confirmed
11
SECTION 3.
This Supplemental Indenture may be executed in counterparts
11
2
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SECTION 4.
Rights conferred only on holder of bonds, Company and Trustees
11
TESTIMONIUM
12
SIGNATURES AND SEALS
12
ACKNOWLEDGMENTS
15
</TABLE>
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TWENTY-SIXTH SUPPLEMENTAL INDENTURE, dated as of April 1, 1995, between
The Empire District Electric Company, a corporation organized and existing
under the laws of the State of Kansas (hereinafter called the "Company"),
party of the first part, and Harris Trust and Savings Bank, a corporation
organized and existing under the laws of the State of Illinois and having its
principal place of business at 111 West Monroe Street, in the City of
Chicago, Illinois, and Mercantile Bank of Joplin (successor to The Joplin
National Bank and Trust Company), a bank organized and existing under the
laws of the State of Missouri and having its principal place of business in
the City of Joplin, Missouri (hereinafter sometimes called respectively the
"Principal Trustee" and the "Missouri Trustee" and together the "Trustees"
and each thereof a "Trustee"), as Trustees, parties of the second part.
WHEREAS the Company has heretofore executed and delivered to the Trustees
its Indenture of Mortgage and Deed of Trust, dated as of September 1, 1944
(hereinafter sometimes referred to as the "Original Indenture"), to secure an
issue of First Mortgage Bonds of the Company, issuable in series, and created
thereunder a series of bonds designated as First Mortgage Bonds, 3 1/2 %
Series due 1969, being the initial series of bonds issued under the Original
Indenture; and
WHEREAS the Company has heretofore executed and delivered to the Trustees
twenty-five Supplemental Indentures supplemental to the Original Indenture as
follows:
TITLE DATED
- ---------------------------------------- -----------------------------
FIRST SUPPLEMENTAL INDENTURE ...........
as of June 1, 1946
Second Supplemental Indenture
as of January 1, 1948
Third Supplemental Indenture
as of December 1, 1950
Fourth Supplemental Indenture
as of December 1, 1954
Fifth Supplemental Indenture
as of June 1, 1957
Sixth Supplemental Indenture
as of February 1, 1968
Seventh Supplemental Indenture
as of April 1, 1969
Eighth Supplemental Indenture
as of May 1, 1970
Ninth Supplemental Indenture
as of July 1, 1976
Tenth Supplemental Indenture
as of November 1, 1977
Eleventh Supplemental Indenture
as of August 1, 1978
Twelfth Supplemental Indenture
as of December 1, 1978
Thirteenth Supplemental Indenture
as of November 1, 1979
Fourteenth Supplemental Indenture
as of September 15, 1983
Fifteenth Supplemental Indenture
as of October 1, 1988
Sixteenth Supplemental Indenture
as of November 1, 1989
Seventeenth Supplemental Indenture
as of December 1, 1990
Eighteenth Supplemental Indenture
as of July 1, 1992
Nineteenth Supplemental Indenture
as of May 1, 1993
Twentieth Supplemental Indenture
as of June 1, 1993
Twenty-First Supplemental Indenture
as of October 1, 1993
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Twenty-Second Supplemental Indenture
as of November 1, 1993
Twenty-Third Supplemental Indenture
as of November 1, 1993
Twenty-Fourth Supplemental Indenture
as of March 1, 1994
Twenty-Fifth Supplemental Indenture
as of November 1, 1994
some for the purpose of creating an additional series of bonds and of
conveying additional property of the Company, and some for the purpose of
modifying or amending provisions of the Original Indenture (the Original
Indenture, all said Supplemental Indentures and this Supplemental Indenture
are herein collectively called the "Indenture"); and
WHEREAS the Company has acquired certain additional property hereinafter
described or mentioned and, in compliance with its covenants in the Original
Indenture, desires, by this Twenty-Sixth Supplemental Indenture, to evidence
the subjection of such additional property to the lien of the Indenture; and
WHEREAS as provided by the Original Indenture, the Board of Directors of
the Company, by resolution, has authorized a new series of bonds, to mature
April 1, 2005, and to be designated as "First Mortgage Bonds, 7.60% Series
due 2005," and has authorized provisions permitted by the Original Indenture
in respect of the bonds of said series; and
WHEREAS the Board of Directors of the Company has authorized the Company
to enter into this Twenty-Sixth Supplemental Indenture (herein sometimes
referred to as "this Twenty-Sixth Supplemental Indenture" or "this
Supplemental Indenture") conveying to the Trustees and subjecting to the lien
of the Indenture the property hereinafter described or mentioned, creating
and designating the new series of bonds, and specifying the form and
provisions of the bonds of said series provided or permitted by the Original
Indenture; and
WHEREAS the texts of the First Mortgage Bonds, 7.60% Series due 2005, and
of the Principal Trustee's Certificate of Authentication to be endorsed
thereon are to be substantially in the forms following, respectively:
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[FORM OF BOND]
[FACE]
THE EMPIRE DISTRICT ELECTRIC COMPANY
FIRST MORTGAGE BOND
7.60% SERIES DUE 2005
DUE APRIL 1, 2005
No.$
THE EMPIRE DISTRICT ELECTRIC COMPANY, a corporation organized and existing
under the laws of the State of Kansas (hereinafter sometimes called the
"Company"), for value received, hereby promises to pay to or registered
assigns, on April 1, 2005, Dollars ($ ) at its office or agency in
the City of Chicago, Illinois, and to pay interest thereon at said office or
agency at the rate per annum specified in the title hereof from April 27,
1995 or from the most recent interest payment date to which interest has been
paid or duly provided for on the bonds of this series, semi-annually on April
1 and October 1 in each year, commencing on October 1, 1995, until the
Company's obligation with respect to such principal sum shall be discharged.
The principal of and the interest on this bond shall be payable in any coin
or currency of the United States of America which at the time of payment
shall be legal tender for the payment of public and private debts. The
interest so payable on any April 1 or October 1 will, subject to certain
exceptions provided in the Twenty-Sixth Supplemental Indenture referred to on
the reverse hereof, be paid to the person in whose name this bond is
registered at the close of business on the March 15 or September 15 next
preceding such April 1 or October 1.
Reference is made to the further provisions of this bond set forth on the
reverse hereof. Such further provisions shall for all purposes have the same
effect as though fully set forth at this place.
This bond shall not be valid or become obligatory for any purpose until
the certificate of authentication endorsed hereon shall have been signed by
Harris Trust and Savings Bank, or its successor, as a Trustee under the
Indenture referred to on the reverse hereof.
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IN WITNESS WHEREOF, THE EMPIRE DISTRICT ELECTRIC COMPANY has caused this
bond to be signed in its name by the facsimile signature of its President or
a Vice President, and its corporate seal to be imprinted hereon and attested
by the facsimile signature of its Secretary or an Assistant Secretary.
Dated:
THE EMPIRE DISTRICT ELECTRIC
COMPANY,
By
President.
Attest:
Secretary.
[FORM OF BOND]
[REVERSE]
This bond is one of an issue of bonds of the Company, known as its First
Mortgage Bonds, issued and to be issued in one or more series under and
equally and ratably secured (except as any sinking, amortization, improvement
or other fund, established in accordance with the provisions of the indenture
hereinafter mentioned may afford additional security for the bonds of any
particular series) by a certain indenture of mortgage and deed of trust,
dated as of September 1, 1944, made by the Company to Harris Trust and
Savings Bank and The Joplin National Bank and Trust Company (now Mercantile
Bank of Joplin), as Trustees (hereinafter called the "Trustees"), and certain
indentures supplemental thereto, including a Third Supplemental Indenture, a
Sixth Supplemental Indenture, a Seventh Supplemental Indenture, an Eighth
Supplemental Indenture, a Fourteenth Supplemental Indenture, a Twenty-Fourth
Supplemental Indenture and a Twenty-Sixth Supplemental Indenture (dated
respectively as of December 1, 1950, February 1, 1968, April 1, 1969, May 1,
1970, September 15, 1983, March 1, 1994 and April 1, 1995) made by the
Company to the Trustees (said indenture of mortgage and deed of trust and all
indentures supplemental thereto being hereinafter collectively called the
"Indenture"), to which Indenture reference is hereby made for a description
of the property mortgaged, the nature and extent of the security, the rights
and limitations of rights of the Company, the Trustees, and the holders of
said bonds, and the terms and conditions upon which said bonds are secured,
to all
4
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of the provisions of which Indenture, including the provisions permitting the
issuance of bonds of any series for property which, under the restrictions
and limitations therein specified, may be subject to liens prior to the lien
of the Indenture, the holder, by accepting this bond, assents. To the extent
permitted by, and as provided in, the Indenture, the rights and obligations
of the Company and of the holders of said bonds may be changed and modified,
with the consent of the Company, by the holders of at least 60% in aggregate
principal amount of the bonds then outstanding, such percentage being
determined as provided in the Indenture, or in the event that one or more but
less than all of the series of bonds then outstanding are affected by such
change or modification, by the holders of 60% in aggregate principal amount
of the outstanding bonds of such one or more series so affected. Without the
consent of the holder hereof no change or modification of the rights and
obligations of the Company and of the holders of the bonds shall be made
which will extend the time of payment of the principal of or the interest on
this bond or reduce the principal amount hereof or the rate of interest
hereon or will otherwise modify the terms of payment of such principal or
interest (other than changes in any sinking or other fund) or will permit the
creation of any lien ranking prior to or on a parity with the lien of the
Indenture on any of the mortgaged property, or will deprive any non-assenting
bondholder of a lien upon the mortgaged property for the security of such
bondholder's bonds, subject to certain exceptions, or will reduce the
percentage of bonds required for the aforesaid action under the Indenture.
This bond is one of a series of bonds designated as the First Mortgage Bonds,
7.60% Series due 2005, of the Company.
This bond is not redeemable prior to the maturity hereof.
The principal of this bond may be declared or may become due before the
maturity hereof, on the conditions, in the manner and at the times set forth
in the Indenture, upon the happening of a default as therein defined.
This bond is transferable by the registered owner hereof in person or by
his duly authorized attorney at the office or agency of the Company in the
City of Chicago, Illinois, upon surrender and cancellation of this bond, and
thereupon a new bond of this series, for a like principal amount, will be
issued to the transferee in exchange therefor, as provided in the Indenture.
If this bond is transferred or exchanged between a record date, as defined in
the aforementioned Twenty-Sixth Supplemental Indenture, and the interest
payment date in respect thereof, the new bond or bonds will bear interest
from such interest payment date unless the interest payable on such date is
not duly paid or provided for on such date. The Company and the Trustees and
any paying agent may deem and treat the person in whose name this bond is
registered as the absolute owner hereof for the purpose of receiving payment
as herein provided and for all other purposes. This bond, alone or with other
bonds of this series, may in like manner be exchanged at such office or
agency for one or more new bonds of this series in authorized denominations,
of the same aggregate principal amount, all as provided in the Indenture.
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Upon each such transfer or exchange the Company may require the payment of
any stamp or other tax or governmental charge incident thereto.
No recourse under or upon any covenant or obligation of the Indenture, or
of any bonds thereby secured, or for any claim based thereon, or otherwise in
any manner in respect thereof, shall be had against any incorporator,
subscriber to the capital stock, stockholder, officer or director, as such,
of the Company, whether former, present or future, either directly, or
indirectly through the Company or the Trustees or either of them, by the
enforcement of any subscription to capital stock, assessment or otherwise, or
by any legal or equitable proceeding by virtue of any statute or otherwise
(including, without limiting the generality of the foregoing, any proceeding
to enforce any claimed liability of stockholders of the Company based upon
any theory of disregarding the corporate entity of the Company or upon any
theory that the Company was acting as the agent or instrumentality of the
stockholders), any and all such liability of incorporators, stockholders,
subscribers, officers and directors, as such, being released by the holder
hereof, by the acceptance of this bond, and being likewise waived and
released by the terms of the Indenture under which this bond is issued.
[FORM OF PRINCIPAL TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
This bond is one of the bonds, of the series designated therein, described
in the within-mentioned Indenture.
HARRIS TRUST AND SAVINGS BANK,
As Trustee,
By
Authorized Officer
and
WHEREAS the Company represents that all acts and things necessary have
happened, been done, and been performed, to make the First Mortgage Bonds,
7.60% Series due 2005, when duly executed by the Company and authenticated by
the Principal Trustee, and duly issued, the valid, binding and legal
obligations of the Company, and to make the Original Indenture, the
aforementioned twenty-five Supplemental Indentures and this Supplemental
Indenture valid and binding instruments for the security thereof, in
accordance with their terms;
NOW, THEREFORE, THIS TWENTY-SIXTH SUPPLEMENTAL INDENTURE WITNESSETH: That
The Empire District Electric Company, the Company herein named, in
consideration of the premises and of One Dollar ($1.00) to it duly paid by
the Trustees at or before the ensealing and delivery of these presents, the
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receipt whereof is hereby acknowledged, and in order to secure the payment of
the principal of and the interest on all bonds from time to time outstanding
under the Indenture, according to the terms of said bonds and of the coupons
attached thereto, has granted, bargained, sold, warranted, aliened, remised,
released, conveyed, assigned, transferred, mortgaged, pledged, set over and
confirmed, and by these presents does grant, bargain, sell, warrant, alien,
remise, release, convey, assign, transfer, mortgage, pledge, set over and
confirm unto Harris Trust and Savings Bank and Mercantile Bank of Joplin, as
Trustees, and their respective successor or successors in the trust, and its
or their assigns forever, the following property, with the same force and
effect and subject to the same reservations and exceptions, as though
specifically described in the granting clauses of the Original Indenture,
that is to say:
SUBSTATIONS AND SWITCHING STATIONS
TANEY COUNTY, MISSOURI
1. Land for New Point Royale Substation #438:
Land located in the County of Taney, State of Missouri:
A part of Lot 6 of Riverside acres subdivision as per survey recorded in
book 25 at page 36 described as follows: beginning at the southeast corner of
said lot 6, being an existing rebar, thence N18|SD02'22"W 533.96 Feet to an
existing rebar on the southerly right of way line of a forty (40) foot
roadway, thence S35|SD40'00"W along said right of way line 75.00 feet to a
segment of a curve right, having a radius of 220.20 feet, a distance of 72.07
feet to a set rebar, thence leave said right of way line S22|SD09'47"E, 427.82
Feet to a set rebar, Thence S89|SD17'00''E 100.44 feet to the point of
beginning.
ALSO all other property, whether real, personal or mixed (except as in the
Original Indenture expressly excepted) of every nature and kind and
wheresoever situated now owned or hereafter acquired by the Company;
TOGETHER with all and singular the tenements, hereditaments and
appurtenances belonging or in anywise appertaining to the aforesaid mortgaged
property or any part thereof, with the reversion and reversions, remainder
and remainders and (subject to the provisions of Section8.01 of the Original
Indenture) the tolls, rents, revenues, issues, earnings, income, products and
profits thereof, and all the estate, right, title and interest and claim
whatsoever, at law as well as in equity, which the Company now has or may
hereafter acquire in and to the aforesaid mortgaged property, and every part
and parcel thereof;
7
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SUBJECT, HOWEVER, to permitted encumbrances as defined in the Original
Indenture and, as to any property hereafter acquired by the Company, to any
lien thereon existing, and to any liens for unpaid portions of the purchase
money placed thereon at the time of such acquisition, and also subject to the
provisions of Article 12 of the Original Indenture.
TO HAVE AND TO HOLD the same, unto the Trustees and their and each of
their respective successors and assigns forever;
IN TRUST, NEVERTHELESS, upon the terms and trusts set forth in the
Indenture, so that the same shall be held specifically by the Trustees under
and subject to the terms of the Indenture in the same manner and for the same
trusts, uses and purposes as if said properties had been specifically
contained and described in the Original Indenture;
PROVIDED, HOWEVER, and these presents are upon the condition that, if the
Company, its successors or assigns, shall pay or cause to be paid unto the
holders of the bonds the principal and interest, and premium, if any, to
become due in respect thereof at the times and in the manner stipulated
therein and in the Indenture and shall keep, perform and observe all and
singular the covenants and promises in said bonds and in the Indenture
expressed to be kept, performed and observed by or on the part of the
Company, then the Indenture and the estate and rights thereby granted shall
cease, determine and be void, otherwise to be and remain in full force and
effect.
AND THE COMPANY, for itself and its successors, does hereby covenant and
agree to and with the Trustees, for the benefit of those who shall hold the
bonds and the coupons appertaining thereto, or any of them, issued or to be
issued under the Indenture, as follows:
ARTICLE I
CREATION AND DESCRIPTION OF FIRST MORTGAGE BONDS,
7.60% SERIES DUE 2005
SECTION 1. A new series of bonds to be issued under and secured by the
Indenture is hereby created, to be designated as First Mortgage Bonds, 7.60%
Series due 2005 (hereinafter sometimes called the "Bonds of the New Series"
or "Bonds"). The Bonds of the New Series shall be limited to an aggregate
principal amount of Ten Million Dollars ($10,000,000), excluding any Bonds of
the New Series which may be authenticated in lieu of or in substitution or
exchange for other Bonds of the New Series pursuant to the provisions of
Article 2 or of Section15.09 of the Original Indenture. Said Bonds and the
certificate of authentication of the Principal Trustee to be endorsed upon
the Bonds shall be substantially in the forms hereinbefore recited,
respectively. Each Bond shall be dated as of the date of its authentication
and all Bonds of the New Series shall mature April 1, 2005
8
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and shall bear interest at the rate of 7.60% per annum, payable semi-annually
on April 1 and October 1 in each year, commencing October 1, 1995; both
principal and interest shall be payable at the office or agency of the
Company in the City of Chicago, Illinois, and in any coin or currency of the
United States of America which at the time of payment shall be legal tender
for the payment of public and private debts.
The holder of any Bond on any record date (as hereinbelow defined) with
respect to any interest payment date shall be entitled to receive the
interest payable on such interest payment date notwithstanding the
cancellation of such Bond upon any exchange or transfer thereof subsequent to
the record date and prior to such interest payment date, except if and to the
extent that the Company shall default in the payment of the interest due on
such interest payment date, in which case such defaulted interest shall be
paid to the person in whose name such Bond (or any Bond or Bonds issued upon
transfer or exchange thereof) is registered on a date fixed by the Company,
which shall be not more than 15 and not less than 10 days before the date of
payment of such defaulted interest. The term "record date" as used in this
Section with respect to any interest payment date shall mean the close of
business on the March 15 or September 15, as the case may be, next preceding
such interest payment date, whether or not such March 15 or September 15
shall be a legal holiday or a day on which banking institutions in the City
of Chicago, Illinois are authorized by law to remain closed.
The Bonds of the New Series shall be issued as fully registered Bonds
only, in denominations of $1,000 and multiples thereof.
The Bonds of the New Series shall be registrable and interchangeable at
the office or agency of the Company in the City of Chicago, Illinois, in the
manner and upon the terms set forth in Section2.05 of the Original Indenture,
upon payment of such an amount as shall be sufficient to reimburse the
Company for, or to pay, any stamp or other tax or governmental charge
incident thereto.
Notwithstanding the provisions of Section2.08 of the Original Indenture,
no service or other charge will be made for any exchange or transfer of any
Bond of the New Series.
SECTION 2. The Bonds of the New Series described in Section 1 of this
Article, in the aggregate principal amount of Ten Million Dollars
($10,000,000), shall be executed by the Company and delivered to the
Principal Trustee and, upon compliance with all the provisions and
requirements of the Original Indenture in respect thereof, all or any portion
of the Bonds of the New Series may, from time to time, be authenticated by
the Principal Trustee and delivered (without awaiting the filing or recording
of this Supplemental Indenture) in accordance with the written order or
orders of the Company.
9
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ARTICLE II
No Redemption of Bonds of the New Series
The Bonds of the New Series shall not be redeemable prior to maturity.
ARTICLE III
No Sinking and Improvement Funds for Bonds
of the New Series
There shall be no Sinking and Improvement Fund for the Bonds of the New
Series.
ARTICLE IV
Dividend Covenants
The Company hereby covenants that, so long as any of the Bonds of the New
Series shall remain outstanding, the covenants and agreements of the Company
set forth in Section4.11 of the Original Indenture as heretofore supplemented
shall be and remain in full force and effect and be duly observed and
complied with by the Company, notwithstanding that no First Mortgage Bonds, 3
1/2 % Series due 1969, remain outstanding.
ARTICLE V
The Trustees
The Trustees accept the trusts created by this Supplemental Indenture upon
the terms and conditions hereof and agree to perform such trusts upon the
terms and conditions set forth in the Original Indenture as heretofore
supplemented and in this Supplemental Indenture set forth. In general, each
and every term and condition contained in Article 13 of the Original
Indenture shall apply to this Supplemental Indenture with the same force and
effect as if the same were herein set forth in full, with such omissions,
variations and modifications thereof as may be appropriate to make the same
conform to this Supplemental Indenture.
ARTICLE VI
Miscellaneous Provisions
Section 1. If the date for making any payment of principal or interest or
the last date for performance of any act or the exercising of any right, as
provided in this Supplemental Indenture, shall be a legal holiday or a day on
which banking institutions in the City of Chicago, Illinois, are authorized
by law to remain closed,
10
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<PAGE>
such payment may be made or act performed or right exercised on the next
succeeding day not a legal holiday or a day on which such banking
institutions are authorized by law to remain closed, with the same force and
effect as if done on the nominal date provided in this Supplemental
Indenture, and no interest shall accrue for the period after such nominal
date.
Section 2. The Original Indenture as heretofore and hereby supplemented
and amended is in all respects ratified and confirmed; and the Original
Indenture, this Supplemental Indenture and all other indentures supplemental
to the Original Indenture shall be read, taken and construed as one and the
same instrument. Neither the execution of this Supplemental Indenture nor
anything herein contained shall be construed to impair the lien of the
Original Indenture as heretofore supplemented on any of the property subject
thereto, and such lien shall remain in full force and effect as security for
all bonds now outstanding or hereafter issued under the Indenture. All terms
defined in Article 1 of the Original Indenture, as heretofore supplemented,
for all purposes of this Supplemental Indenture, shall have the meanings
therein specified, unless the context otherwise requires.
Section 3. This Supplemental Indenture may be simultaneously executed in
any number of counterparts, and all said counterparts executed and delivered,
each as an original, shall constitute but one and the same instrument.
Section 4. Nothing in this Supplemental Indenture contained, shall, or
shall be construed to, confer upon any person other than a holder of bonds
issued under the Indenture, the Company and the Trustees any right or
interest to avail himself of any benefit under any provision of the
Indenture, as heretofore supplemented and amended, or of this Supplemental
Indenture.
11
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<PAGE>
In Witness Whereof, The Empire District Electric Company, party of the
first part, has caused its corporate name to be hereunto affixed and this
instrument to be signed by its President or a Vice President, and its
corporate seal to be hereunto affixed and attested by its Secretary or an
Assistant Secretary for and in its behalf; and Harris Trust and Savings Bank
and Mercantile Bank of Joplin, parties of the second part, have each caused
its corporate name to be hereunto affixed, and this instrument to be signed
by its President or a Vice President and its corporate seal to be hereunto
affixed and attested by its Secretary or an Assistant Secretary for and in
its behalf, all as of the day and year first above written.
The Empire District Electric
Company
By /s/ V.E. Brill
Name: V.E. Brill
Title: Vice President-Finance
[Corporate Seal]
Attest:
/s/ G.C. Hunter
Name: G.C. Hunter
Title: Secretary-Treasurer
Signed, sealed and delivered by
The Empire District Electric
Company in the presence of:
/s/ D.W. Gibson
Name: D.W. Gibson
/s/ G.A. Knapp
Name: G.A. Knapp
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Harris Trust and Savings Bank,
as Trustee,
By /s/ F.A. Pierson
Name: F.A. Pierson
Title: Vice President
[Corporate Seal]
Attest:
/s/ C. Potter
Name: C. Potter
Title: Assistant Secretary
Signed, sealed and delivered by
Harris Trust and Savings
Bank in the presence of:
/s/ F. Daguinsin
Name: F. Daguinsin
/s/ Marianne Cody
Name: Marianne Cody
13
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Mercantile Bank of Joplin,
as Trustee,
By /s/ Douglas Hauser
Name: Douglas Hauser
Title: Vice President
[Corporate Seal]
Attest:
/s/ C.E. Jardon
Name: C.E. Jardon
Title: Secretary
Signed, sealed and delivered by
Mercantile Bank of Joplin
in the presence of:
/s/ D.W. Gibson
Name: D.W. Gibson
/s/ G.A. Knapp
Name: G.A. Knapp
14
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<PAGE>
State of Missouri
County of Jasper}
SS.:
Be It Remembered, and I do hereby certify, that on this 25th day of April,
1995, before me, a Notary Public in and for the County and State aforesaid,
personally appeared V.E. Brill, the Vice President-Finance of The Empire
District Electric Company, a Kansas corporation, and G.C. Hunter, the
Secretary-Treasurer of said corporation, who are both to me personally known,
and both personally known to me to be such officers and to be the identical
persons whose names are subscribed to the foregoing instrument as such Vice
President-Finance and Secretary-Treasurer, respectively, and as the persons
who subscribed the name and affixed the seal of said The Empire District
Electric Company, one of the makers thereof, to the foregoing instrument as
its Vice President-Finance and Secretary-Treasurer, and they each
acknowledged to me that they, being thereunto duly authorized, executed the
same for the uses, purposes and consideration therein set forth and
expressed, and in the capacities therein stated, as their free and voluntary
act and deed, and as the free and voluntary act and deed of said corporation.
And the said V.E. Brill and G.C. Hunter, being each duly sworn by me,
severally deposed and said: that they reside in the City of Joplin, Missouri
and Webb City, Missouri, respectively; that they were at that time Vice
President-Finance and Secretary-Treasurer, of said corporation; that they
knew the corporate seal of said corporation, and that the seal affixed to
said instrument was such corporate seal, and was thereto affixed by said
Secretary-Treasurer, and the said instrument was signed by said Vice
President-Finance, in pursuance of the power and authority granted them by
the By-Laws of said corporation, and by authority of the Board of Directors
thereof.
In Testimony Whereof, I have hereunto set my hand and affixed my official
and notarial seal at my office in said County and State the day and year last
above written.
My commission expires February 3, 1998.
[Notary Seal]
/s/ Linda S. Johnson
Linda S. Johnson
Notary Public
15
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<PAGE>
State of Illinois
County of Cook}
SS.:
Be It Remembered, and I do hereby certify, that on the 24th day of April,
1995, before me, a Notary Public in and for the County and State aforesaid,
personally appeared F.A. Pierson, Vice President of Harris Trust and Savings
Bank, an Illinois corporation, and C. Potter, Assistant Secretary of said
corporation, who are both to me personally known, and both personally known
to me to be such officers and to be the identical persons whose names are
subscribed to the foregoing instrument as such Vice President and Assistant
Secretary, respectively, and as the persons who subscribed the name and
affixed the seal of said Harris Trust and Savings Bank, one of the makers
thereof, to the foregoing instrument as its Vice President and Assistant
Secretary, and they each acknowledged to me that they, being thereunto duly
authorized, executed the same for the uses, purposes and consideration
therein set forth and expressed, and in the capacities therein stated, as
their free and voluntary act and deed, and as the free and voluntary act and
deed of said corporation.
And the said F.A. Pierson and C. Potter, being each duly sworn by me,
severally deposed and said: that they reside in Chicago, Illinois, that they
were at that time respectively Vice President and Assistant Secretary, of
said corporation; that they knew the corporate seal of said corporation, and
that the seal affixed to said instrument was such corporate seal, and was
thereto affixed by said Assistant Secretary, and the said instrument was
signed by said Vice President, in pursuance of the power and authority
granted them by the By-Laws of said corporation, and by authority of the
Board of Directors thereof.
In Testimony Whereof, I have hereunto set my hand and affixed my official
and notarial seal at my office in said County and State the day and year last
above written.
My commission expires December 14, 1997.
[Notary Seal]
/s/ Kimberly Lange
Kimberly Lange
Notary Public
16
<PAGE>
<PAGE>
State of Missouri
County of Jasper}
SS.:
Be It Remembered, and I do hereby certify, that on this 25th day of April,
1995, before me, a Notary Public in and for the County and State aforesaid,
personally appeared Douglas Hauser, Vice President of Mercantile Bank of
Joplin, a bank organized under the laws of the State of Missouri, and C.E.
Jardon, Secretary of said corporation, who are both to me personally known,
and both personally known to me to be such officers and to be the identical
persons whose names are subscribed to the foregoing instrument as such Vice
President and Secretary, respectively, and as the persons who subscribed the
name and affixed the seal of said Mercantile Bank of Joplin, one of the
makers thereof, to the foregoing instrument as its Vice President and
Secretary, and they each acknowledged to me that they, being thereunto duly
authorized, executed the same for the uses, purposes and consideration
therein set forth and expressed, and in the capacities therein stated, as
their free and voluntary act and deed, and as the free and voluntary act and
deed of said corporation.
And the said Douglas Hauser and C.E. Jardon, being each duly sworn by me,
severally deposed and said: that they reside in the City of Joplin, Missouri;
that they were at the time respectively Vice President and Secretary of said
corporation; that they knew the corporate seal of said corporation, and that
the seal affixed to said instrument was such corporate seal, and was thereto
affixed by said Secretary, and the said instrument was signed by said Vice
President, in pursuance of the power and authority granted them by the
By-Laws of said corporation, and by authority of the Board of Directors
thereof.
In Testimony Whereof, I have hereunto set my hand and affixed my official
and notorial seal at my office in said County and State the day and year last
above written.
My commission expires March 10, 1997.
[Notary Seal]
/s/ Andrena W. Roark
Andrena W. Roark
Notary Public
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AT MARCH 31, 1995 AND THE STATEMENT OF INCOME AND THE STATEMENT OF
CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1995
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 454,948,728
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 33,107,389
<TOTAL-DEFERRED-CHARGES> 41,611,710
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 529,667,827
<COMMON> 14,024,339
<CAPITAL-SURPLUS-PAID-IN> 107,527,137
<RETAINED-EARNINGS> 53,279,765
<TOTAL-COMMON-STOCKHOLDERS-EQ> 174,831,241
0
32,901,800
<LONG-TERM-DEBT-NET> 184,906,916
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 18,500,000
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 118,527,870
<TOT-CAPITALIZATION-AND-LIAB> 529,667,827
<GROSS-OPERATING-REVENUE> 42,395,631
<INCOME-TAX-EXPENSE> 2,016,755
<OTHER-OPERATING-EXPENSES> 32,931,571
<TOTAL-OPERATING-EXPENSES> 34,948,326
<OPERATING-INCOME-LOSS> 7,447,305
<OTHER-INCOME-NET> 483,050
<INCOME-BEFORE-INTEREST-EXPEN> 7,930,355
<TOTAL-INTEREST-EXPENSE> 3,364,366
<NET-INCOME> 4,565,989
604,085
<EARNINGS-AVAILABLE-FOR-COMM> 3,961,904
<COMMON-STOCK-DIVIDENDS> 4,465,481
<TOTAL-INTEREST-ON-BONDS> 3,592,716
<CASH-FLOW-OPERATIONS> 14,241,803
<EPS-PRIMARY> 0.28
<EPS-DILUTED> 0.28
</TABLE>
