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
For the quarterly period ended June 30, 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) 623-4700
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 August 1, 1995: 15,073,762 shares.
<PAGE>
THE EMPIRE DISTRICT ELECTRIC COMPANY
INDEX
Page Number
Part I - Financial Information:
Item 1. Financial Statements:
a.Statements of Income 3
b.Balance Sheets 6
c.Statements of Cash Flows 7
d.Notes to Financial Statements 8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9
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 - (none)
Item 5. Other Information 14
Item 6. Exhibits and Reports on Form 8-K 14
Signatures 15
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
STATEMENTS OF INCOME (UNAUDITED)
<CAPTION>
Three Months Ended
June 30,
1995 1994
<S> <C> <C>
Operating revenues:
Electric $42,226,197 $41,354,841
Water 238,752 240,384
42,464,949 41,595,225
Operating revenue deductions:
Operating expenses:
Fuel 6,814,283 7,080,266
Purchased power 8,339,702 9,015,726
Other 7,827,310 7,557,958
Total operating expenses 22,981,295 23,653,950
Maintenance and repairs 3,374,389 2,581,982
Depreciation and amortization 4,826,221 4,588,054
Provision for income taxes 1,803,790 1,823,770
(Gain) Loss on Disposition of (31,328) -
Allowances
Other taxes 2,475,626 2,514,404
35,429,993 35,162,160
Operating income 7,034,956 6,433,065
Other income and deductions:
Allowance for equity funds used 336,502 201,386
during construction
Interest income 140,047 5,046
Other - net (122,453) 26,692
354,096 233,124
Income before interest charges 7,389,052 6,666,189
Interest charges:
Long-term debt 3,873,631 3,174,683
Commercial paper 99,988 196,709
Allowance for borrowed funds used (400,971) (187,478)
during construction
Other 84,633 76,495
3,657,281 3,260,409
Net income 3,731,771 3,405,780
Preferred stock dividend requirements 604,085 258,586
Net income applicable to common stock $3,127,686 $3,147,194
Weighted average number of common 14,697,172 13,678,851
shares outstanding
Earnings per weighted average share of $ 0.21 $ 0.23
common stock
Dividends per share of common stock $ 0.32 $ 0.32
<FN>
See accompanying Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
STATEMENTS OF INCOME (UNAUDITED)
<CAPTION>
Six Months Ended
June 30,
1995 1994
<S> <C> <C>
Operating revenues:
Electric $84,860,719 $82,818,875
Water 472,861 449,116
84,860,580 83,267,991
Operating revenue deductions:
Operating expenses:
Fuel 14,205,348 14,347,005
Purchased power 16,238,250 17,602,092
Other 15,449,432 14,881,452
Total operating expenses 45,893,030 46,830,549
Maintenance and repairs 6,192,899 4,793,470
Depreciation and amortization 9,498,930 9,123,767
Provision for income taxes 3,820,545 4,021,470
(Gain) Loss on Disposition of (31,328) -
Allowances
Other taxes 5,004,243 5,072,818
70,378,319 69,842,074
Operating income 14,482,261 13,425,917
Other income and deductions:
Allowance for equity funds used 739,947 323,874
during construction
Interest income 169,192 15,901
Other - net (71,993) (74,844)
837,146 264,931
Income before interest charges 15,319,407 13,690,848
Interest charges:
Long-term debt 7,466,347 6,350,066
Commercial paper 372,044 351,869
Allowance for borrowed funds used (959,498) (287,321)
during construction
Other 142,754 127,675
7,021,647 6,542,289
Net income 8,297,760 7,148,559
Preferred stock dividend requirements 1,208,170 354,858
Net income applicable to common stock $7,089,590 $6,793,701
Weighted average number of common 14,333,650 13,635,701
shares outstanding
Earnings per weighted average share of $ 0.49 $ 0.50
common stock
Dividends per share of common stock $ 0.64 $ 0.64
<FN>
See accompanying Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
STATEMENTS OF INCOME (UNAUDITED)
<CAPTION>
Twelve Months Ended
June 30,
1995 1994
<S> <C> <C>
Operating revenues:
Electric $178,380,726 $174,133,099
Water 968,822 867,816
179,349,548 175,000,915
Operating revenue deductions:
Operating expenses:
Fuel 30,259,513 30,643,769
Purchased power 33,246,801 37,966,028
Other 31,270,066 30,727,357
Total operating expenses 94,776,380 99,337,154
Maintenance and repairs 12,183,558 10,156,574
Depreciation and amortization 18,714,344 17,959,857
Provision for income taxes 10,478,075 8,167,840
(Gain) Loss on Disposition of (35,527) -
Allowances
Other taxes 10,167,619 10,076,055
146,284,449 145,697,480
Operating income 33,065,099 29,303,435
Other income and deductions:
Allowance for equity funds used 1,146,432 323,874
during construction
Interest income 244,977 72,712
Other - net (221,926) (179,675)
137,694 216,911
Income before interest charges 34,234,582 29,520,346
Interest charges:
Long-term debt 14,072,923 12,975,892
Commercial paper 725,086 458,502
Allowance for borrowed funds used (1,656,722) (424,682)
during construction
Other 260,995 229,714
13,402,282 13,239,426
Net income 20,832,300 16,280,920
Preferred stock dividend requirements 2,409,382 547,403
Net income applicable to common stock $18,422,918 $15,733,517
Weighted average number of common 14,080,338 13,563,030
shares outstanding
Earnings per weighted average share of $ 1.31 $ 1.16
common stock
Dividends per share of common stock $ 1.28 $ 1.28
<FN>
See accompanying Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
BALANCE SHEETS
<CAPTION>
June 30,
1995 December 31,
(Unaudited) 1994
<S> <C> <C>
ASSETS
Utility plant, at original cost:
Electric $659,409,631 $606,519,616
Water 4,979,986 4,863,228
Construction work in progress 16,264,887 45,317,772
680,654,504 656,700,616
Accumulated depreciation 216,567,348 210,858,722
464,087,156 445,841,894
Current assets:
Cash and cash equivalents 3,339,291 3,362,653
Accounts receivable - trade, net 11,083,998 10,653,580
Accrued unbilled revenues 5,321,722 5,041,575
Accounts receivable - other 1,885,431 2,878,122
Fuel, materials and supplies 14,652,033 12,970,376
Prepaid expenses 745,671 708,253
37,028,146 35,614,559
Deferred charges:
Regulatory asset 26,381,515 23,657,498
Unamortized debt expenses 14,822,324 13,166,603
Other 2,306,284 1,932,798
43,510,123 38,756,899
Total Assets $544,625,425 $520,213,352
CAPITALIZATION AND LIABILITIES:
Common stock, $1 par value,
13,766,399 and
13,571,186 shares issued and
outstanding,
respectively $15,062,574 $13,941,531
Capital in excess of par value 122,841,368 106,055,389
Retained earnings (Note 3) 51,610,281 53,783,342
Total common stockholders' equity 189,514,223 173,780,262
Preferred stock (Note 4) 32,901,800 32,901,800
Long-term debt 194,859,882 184,976,950
417,275,905 391,659,012
Current liabilities:
Accounts payable and accrued 12,060,584 11,459,243
liabilities
Commercial paper 8,000,000 16,000,000
Customer deposits 2,458,386 2,385,182
Interest accrued 3,331,944 3,413,850
Taxes accrued, including income 4,389,810 1,557,744
taxes
30,240,724 34,816,019
Noncurrent liabilities and deferred
credits:
Regulatory liability 19,358,341 20,683,409
Deferred income taxes 61,222,985 56,229,391
Unamortized investment tax credits 10,544,280 10,741,000
Postretirement benefits other than 4,124,729 4,083,626
pensions
Other 1,858,461 2,000,895
97,108,796 93,738,321
Total Capitalization and $544,625,425 $520,213,352
Liabilities
<FN>
See accompanying Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
STATEMENTS OF CASH FLOWS (UNAUDITED)
<CAPTION>
Six Months Ended
June 30,
1995 1994
<S> <C> <C>
Operating activities:
Net income $8,297,760 $7,148,559
Adjustments to reconcile net income
to cash flows:
Depreciation and amortization 10,056,015 9,569,630
Deferred income taxes - net 925,577 1,825,714
Investment tax credit - net (196,720) (240,320)
Allowance for equity funds used (739,947) 323,874
during construction
Issuance of common stock for 401(k) 332,584 324,475
plans
Other (22,024) 851,603
Cash flows impacted by changes in:
Receivables and accrued unbilled 282,126 (1,050,054)
revenues
Fuel, materials and supplies (1,681,657) (821,569)
Prepaid expenses and deferred (3,402,448) (1,465,947)
charges
Accounts payable and accrued 601,341 687,143
liabilities
Other liabilities and deferred 4,106,744 4,074,866
credits
Net cash provided by operating 18,559,351 21,227,974
activities
Investing activities:
Construction expenditures (28,301,277) (34,694,183)
Allowance for equity funds used 739,947 (323,874)
during construction
Net cash used in investing activities (27,561,330) (35,018,057)
Financing activities:
Proceeds from issuance of first 10,000,000 -
mortgage bonds
Proceeds from issuance of common 17,574,438 1,730,566
stock
Proceeds from issuance of preferred - 25,000,000
stock
Dividends (10,470,821) (8,920,887)
Repayment of first mortgage bonds (125,000) -
Net repayments (issuances) from (8,000,000) (4,000,000)
short-term borrowings
Net cash provided (used in) financing 8,978,617 13,809,679
activities
Net increase (decrease) in cash and (23,362) 19,596
cash equivalents
Cash and cash equivalents at beginning 3,362,653 2,802,957
of period
Cash and cash equivalents at end of $3,339,291 $2,822,553
period
<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>
Second
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:
8-1/8% cumulative - $0.203125 per share (507,812)
5% cumulative - $0.125 per share (48,773)
4-3/4% cumulative - $0.11875 per share (47,500)
Total changes January 1 through March 31 (503,577)
Balance April 1, 1994 53,279,765
Changes April 1 through June 30:
Net Income 3,731,771
Quarterly cash dividends on common stock:
$0.32 per share (4,797,170)
Quarterly cash dividends on preferred stock:
8-1/8% cumulative - $0.203125 (507,812)
5% cumulative - $0.125 per share (48,773)
4-3/4% cumulative - $0.11875 per share (47,500)
Total changes April 1 through June 30 (1,669,484)
Balance June 30, 1994 $ 51,610,281
</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, six-month and
twelve-month periods ended June 30, 1995, compared to the same
periods ended June 30, 1994.
Operating Revenues and Kilowatt-Hour Sales
Of the Company's total electric operating revenues during
the second quarter of 1995, approximately 38% were from
residential customers, 32% from commercial, 19% from
industrial, 5% from wholesale on-system customers and 2% from
wholesale off-system customers. The remainder of such
revenues were derived from miscellaneous sources such as
public street and highway lighting and other municipal
establishments. The percentage changes from the prior year in
kilowatt-hour ("Kwh") sales and revenue by major customer
class were as follows:
<TABLE>
<CAPTION>
Operating
Kwh Sales Revenues
Six Twelve Six Twelve
Second Months Months Second Months Months
Quarter Ended Ended Quarter Ended Ended
<S> <C> <C> <C> <C> <C> <C>
Residential (5.5) (2.3) (3.5) 4.4 5.5 4.0
Commercial (1.3) 1.4 2.1 (0.4) (0.3) 2.2
Industrial 2.7 3.7 5.1 2.5 0.1 3.6
Wholesale On- (0.1) 2.0 0.6 (2.3) (4.0) (3.6)
System
Total System (1.4) 0.7 0.6 2.2 2.1 2.9
Wholesale Off- (11.2) (17.0) (14.5) (16.6) (21.7) (17.0)
System
Total Sales (2.2) (0.6) (0.7) 1.6 1.5 2.3
</TABLE>
Residential Kwh sales decreased 5.5% during the second
quarter of 1995 compared to the second quarter of 1994. This
decrease was due primarily to the effect of decreased cooling
degree days and air conditioning load as a result of weather
conditions which were cooler (principally during June) than
the same period last year and approximately 30% cooler than
long-term averages. The effect of the cooler weather was
offset in part by an increase of 3.4% in the average number of
residential customers served over the same period a year ago.
Residential revenues were up 4.4% 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 greater rate increase for the Company's residential
customers than for its commercial and industrial customers.
Commercial Kwh sales and revenue declined during the
second quarter of 1995 compared to the year ago period
primarily due to cooler than normal weather during the second
quarter of 1995. The weather impact more than offset an
increase of 4.9% in the average number of commercial customers
<PAGE>
served over the same period last year. Industrial Kwh sales
and related revenues were up during the second quarter of 1995
when compared to the year ago period as the Company's existing
industrial customers continued to experience increased
economic activity and business expansion. On-system wholesale
Kwh sales decreased slightly during the period reflecting the
weather conditions discussed above. On-system wholesale
revenue decreased during the second quarter of 1995 due to the
mild weather conditions experienced during the period and the
operation of the fuel adjustment clause applicable to such
FERC regulated sales.
Revenues from Kwh sales to other electric systems (off-
system) were down significantly during the second quarter of
1995 as compared to the same quarter a year ago, primarily as
a result of a reduction in low-margin, pass-through sales of
hydro energy to other electric systems.
For the six and twelve months ended June 30, 1995,
residential Kwh sales decreased slightly, reflecting the mild
weather experienced during the first half of 1995 as compared
with the first half of 1994. Residential revenues for the
corresponding periods increased primarily as a result of the
electric rate increases and electric rate restructuring
discussed above. Total Kwh sales to the Company's commercial
and industrial customers during the six and twelve months
ended June 30, 1995 increased as strong customer growth in the
Company's service territory continued. Revenues related to
commercial and industrial sales remained relatively unchanged
for the six-month period but were up slightly over the twelve-
month period when compared to the same periods ending June 30,
1994, reflecting the restructuring of the Company's rates as
discussed above. Revenues from on-system wholesale Kwh sales
declined due to operation of the fuel adjustment clause
applicable to such FERC regulated sales. Revenues from Kwh
sales to other electric systems were down during the periods
due to decreased low-margin, pass-through sales of hydro
energy to other electric systems.
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 second quarter of 1995, total operating and
maintenance expenses increased approximately $0.1 million
(0.5%) compared to the same period last year. Purchased power
costs decreased approximately $0.7 million (7.5%) during the
second quarter of 1995, primarily due to lower customer demand
as a result of mild weather experienced during the quarter
(particularly during June) and improved availability of the
Company's jointly-owned Iatan Plant.
Total fuel costs were down approximately $0.3 million
(3.8%) during the second quarter of 1995, due primarily to a
5.0% decrease in fuel-generated kilowatt-hours reflecting a
decrease in the demand for energy due to the mild weather
experienced during the quarter. During the quarter, the
Company substantially increased its generation from higher-
cost, gas-fired combustion turbine units while experiencing
<PAGE>
lower coal prices at the Iatan Plant and lower natural gas
prices when compared to the same period last year.
Other operating expenses increased approximately $0.3
million (3.6%) during the second quarter, due primarily to
increased work performed on the Company's distribution system
and higher general and administrative costs. During the
second quarter, the Company incurred costs associated with its
involvement in the previously disclosed proceedings relating
to the purchase of energy from Ahlstrom Development
Corporation ("Ahlstrom") and with steps undertaken by the
Company to improve its competitiveness in what it perceives to
be an increasingly competitive environment ("Competitive
Positioning Process").
As part of the Competitive Positioning Process, the
Company is currently in the process of re-evaluating its
existing structure with the goal of improving its efficiency.
Any change in the structure from the re-evaluation is expected
to be implemented in the fourth quarter of 1995. At this time
the Company is not able to estimate the costs which may result
from such a restructuring. In addition, the Company has
offered an enhanced voluntary early retirement program to 53
of its 654 employees which could result in a pre-tax charge of
approximately $5.4 million if all eligible employees accept
the program. Costs associated with the program are
anticipated to be recorded during the third quarter of 1995.
The one-time costs are expected to be recovered over a period
of approximately two years by reduced employee costs
commencing in November 1995.
Maintenance and repair expense increased approximately
$0.8 million (30.7%) during the period, primarily due to
increased distribution maintenance as well as increased
maintenance at the Asbury and Riverton Plants. The Company
placed Riverton Unit No. 7 (38 megawatts ["Mw"] of capacity)
back in service on June 5, 1995 after an extended outage to
remove cracks in the turbine rotor shaft which were discovered
during the unit's scheduled five-year turbine inspection.
Riverton Unit No. 7 was taken out of service on February 27,
1995. The total cost of the rotor shaft repair and turbine
inspection of Riverton Unit No. 7 is expected to be
approximately $0.4 million. In addition, more maintenance was
performed during the scheduled spring maintenance outage at
the Company's Asbury Plant during the second quarter of 1995
than was performed during the year ago period.
Depreciation and amortization expense increased
approximately $0.2 million (5.2%) during the second quarter of
1995 due to the additional plant and equipment placed in
service, primarily at the Company's State Line Power Plant
(see "Liquidity and Capital Resources" below). Total income
taxes declined slightly during the period due primarily to
lower taxable income.
For the six months ended June 30, 1995, total operating
expenses were down $0.9 million (2.0%) compared to the same
period last year. Total purchased power costs decreased $1.4
million (7.8%) during the period, due primarily to decreased
customer demand as a result of mild weather conditions during
the period, greater availability of the Company's Iatan Unit
and generation of energy at the Company's new State Line Unit
No. 1 (98 Mw combustion turbine) which became commercially
available on May 30, 1995. The effect of the decreased Kwh
purchases was offset in part by increases in capacity charges
compared to the prior year. Total fuel costs decreased
<PAGE>
approximately $0.1 million (1.0%), due primarily to
significantly lower fuel costs at the Company's jointly-owned
Iatan Plant and lower natural gas prices which were offset in
part by significantly increased generation at the Company's
higher-cost, gas-fired combustion turbine units.
Other operating expenses during the six months ended June
30, 1995 increased approximately $0.6 million (3.8%), compared
to the same period in 1994. This was due primarily to costs
associated with Ahlstrom, increased work on the Company's
distribution system and cost associated with the Competitive
Positioning Process. Maintenance and repair expenses
increased $1.4 million (29.2%), due primarily to increased
maintenance performed at the Company's Asbury and Riverton
Plants as previously discussed, as well as increased
maintenance to the Company's distribution system.
Depreciation and amortization expense increased approximately
$0.4 million (4.1%) during the six months ended June 30, 1995,
due to the additional plant and equipment placed in service.
Total provision for income taxes decreased due to lower
taxable income.
During the twelve months ended June 30, 1995, total
operating expenses decreased approximately $4.5 million (4.6%)
compared to the same period ended June 30, 1994. Total
purchased power costs were down approximately $4.7 million
(12.4%). Purchased power costs were substantially higher
during the year earlier period in large part because flooding
reduced generation at a number of low-cost, coal-fired
generating stations in the Midwest and because of planned
outages of low-cost generating units at neighboring utilities.
In addition, the Company experienced increased availability of
its lower-cost generation units. Fuel costs decreased
approximately $0.4 million (1.3%) during the twelve-month
ending period, due primarily to the factors discussed for the
second quarter and six months ended June 30, 1995.
Other operating expenses during the twelve months ended
June 30, 1995, increased slightly compared to the same period
last year. Maintenance and repair expenses increased
approximately $2.0 million (20.0%) during the period, due
primarily to increased maintenance performed at the Company's
Asbury and Riverton Plants as discussed above, as well as
maintenance to the Company's Energy Center, and increased
maintenance to the Company's transmission and distribution
systems. Depreciation and amortization expense increased due
to the additional plant and equipment placed in service.
Total provision for income taxes increased during the period
due to higher taxable income.
Nonoperating Items
Total allowance for funds used during construction
(AFUDC) increased significantly during each of the periods
presented compared to prior year levels, reflecting a higher
level of construction work in progress, particularly due to
construction of the Company's new State Line Power Plant,
along with higher rates for AFUDC determined in accordance
with formulas prescribed by the FERC.
Interest income increased during each of the periods
ended June 30, 1995, reflecting higher interest rates earned
on investments and the temporary investment of the proceeds
from the Company's issuance of a new series of First Mortgage
Bonds prior to the redemption of another series of First
Mortgage Bonds. Interest charges on first mortgage bonds
<PAGE>
increased compared to the same periods in the prior year due
to additional issuances of the Company's First Mortgage Bonds.
Earnings
Earnings per common share for the second quarter and six
months ended June 30, 1995, were $0.21 and $0.49,
respectively, compared to $0.23 and $0.50 for the
corresponding periods a year ago. Earnings for the current
year were negatively impacted by the effects of mild weather
during the first six months of 1995, increased dividend
requirements resulting from the Company's issuance of
preferred stock in June 1994, and the issuance of 900,000
shares of the Company's Common Stock on April 27, 1995.
Earnings for the twelve months ending June 30, 1995, were
$1.31 compared to $1.16 earned during the twelve months ending
June 30, 1994. Increased earnings resulted from the rate
increases received in Missouri, Kansas and Oklahoma and the
substantial increase in AFUDC.
LIQUIDITY AND CAPITAL RESOURCES
The Company's construction-related expenditures totaled
$14.2 million during the second quarter of 1995, compared to
$19.9 million for the same period of 1994. Approximately
$11.0 million of expenditures during the current period were
related to the construction of Unit #1 at the State Line Power
Plant, which was placed in service on May 30, 1995, and
initial expenditures for a second 98 Mw combustion turbine
unit scheduled for completion at that site in mid-1997. For
the six months ended June 30, 1995, construction-related
expenditures totaled $28.3 million compared to $27.5 million
for the same period of 1994. Approximately one-half of
construction expenditures for the first six months of 1995
were provided internally from operations; the remainder was
provided from the sale to the public of the Company's Common
Stock and First Mortgage Bonds, 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 $13.5 million for new generation additions and
approximately $25.9 million for additions to the Company's
distribution system.
The Company estimates that internally generated funds
will provide approximately one-half of the remaining funds
required for its 1995 construction expenditures. The Company
expects to utilize the proceeds of issuances of short-term
commercial paper, along with the sale of the Company's common
stock pursuant to its Dividend Reinvestment Plan and Employee
Stock Purchase Plan, to finance the remainder of its 1995
construction expenditures. The Company plans to continue to
utilize short-term debt as needed to support normal operations
and for other temporary requirements.
On June 7, 1995, the Company sold to the public in an
underwritten offering $30,000,000 aggregate principal amount
of its First Mortgage Bonds, 7-3/4% Series due 2025, the
proceeds of which were added to the Company's general funds
and used to redeem on July 3, 1995, its First Mortgage Bonds,
9% Series due 2019 ($30,000,000 aggregate principal amount) at
<PAGE>
a redemption price of 105.00% of the principal amount thereof
plus accrued interest to July 3, 1995. The bonds were
defeased by the Company on June 30, 1995.
PART II. OTHER INFORMATION
Item 5. Other Information.
At June 30, 1995, the ratio of earnings to fixed charges,
and the ratio of earnings to fixed charges and preferred stock
dividend requirements, were 3.08x and 2.49x, respectively.
See Exhibit (12) hereto.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
(4)Twenty-Seventh Supplemental Indenture dated as of
June 1, 1995, to Indenture of Mortgage and Deed of
Trust.
(12) Computation of Ratio of Earnings to Fixed
Charges and Earnings to Combined Fixed Charges and
Preferred Stock Dividend Requirements.
(27) Financial Data Schedule for June 30, 1995.
(b) In a Current Report on Form 8-K, dated July 17, 1995, the
Company filed, under Item 5. "Other Events," information
concerning the Company's announcement of an enhanced
voluntary early retirement program.
<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
August 14, 1995
EXHIBIT (12)
<TABLE>
COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES AND
EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK
DIVIDEND REQUIREMENTS
<CAPTION>
Twelve
Months Ended
June 30, 1995
<S> <C>
Income before provision for income taxes and fixed $46,699,691
charges (Note A)
Fixed charges:
Interest on first mortgage bonds $13,287,976
Amortization of debt discount and expense less 784,947
premium
Interest on short-term debt 725,086
Other interest 260,995
Rental expense representative of an interest factor 115,697
(Note B)
Total fixed charges 15,174,701
Preferred stock dividend requirements:
Preferred stock dividend requirements not deductible 2,338,304
for tax purposes
Ratio of income before provision for incomes taxes 1.513
to net income
Nondeductible dividend requirements 3,537,854
Deductible dividends 78,036
Total preferred stock dividend requirements 3,615,890
Total combined fixed charges and preferred stock $18,790,591
dividend requirements
Ratio of earnings to fixed charges 3.08x
Ratio of earnings to combined fixed charges and
preferred stock
dividend requirements 2.49x
</TABLE>
[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).
THE EMPIRE DISTRICT ELECTRIC COMPANY
TO
HARRIS TRUST AND SAVINGS BANK
AND
MERCANTILE BANK OF JOPLIN
Trustees
___________________
Twenty-Seventh Supplemental Indenture
Dated as of June 1, 1995
___________________
(Supplemental to Indenture dated as of September 1, 1944)
___________________
$30,000,000
First Mortgage Bonds, 7-3/4% Series due 2025
<PAGE>
TABLE OF CONTENTS1
PAGE
PARTIES 1
RECITALS 1
FORM OF BOND 2
FORM OF PRINCIPAL TRUSTEE'S CERTIFICATE OF AUTHENTICATION 5
GRANTING CLAUSES 6
SUBSTATIONS AND SWITCHING STATIONS 6
PROPERTY NOW OWNED OR HEREAFTER ACQUIRED 6
SUBJECT TO PERMITTED ENCUMBRANCES, LIENS ON
AFTER-ACQUIRED PROPERTY AND CERTAIN VENDORS' LIENS 7
HABENDUM 7
GRANT IN TRUST 7
DEFEASANCE 7
GENERAL COVENANT 7
ARTICLE I
CREATION AND DESCRIPTION OF FIRST MORTGAGE BONDS,
7-3/4% SERIES DUE 2025
SECTION 1. New Series of Bonds 7
Bonds to be dated as of authentication date 7
Record Date 7
Denominations 8
Registrable and interchangeable, tax or government
charge 8
No service charge on exchange or transfer 8
Book-entry procedures 8
SECTION 2. Issue of Bonds of the New Series limited
to $30,000,000. All or a portion of the
Bonds of the New Series may be authenticated
prior to recording of this Supplemental
Indenture 10
ARTICLE II
REDEMPTION OF BONDS OF THE NEW SERIES
SECTION 1. Rights of Redemption 10
SECTION 2. Manner and Method of Redemption 10
SECTION 3. Bondholder agrees to accept payment upon terms of
this Article 10
(1) This Table of Contents is not a part of the annexed
Supplemental Indenture as executed.
<PAGE>
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 Section 4.11 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 11
ARTICLE VI
MISCELLANEOUS PROVISIONS
SECTION 1. Provision regarding legal holidays 11
SECTION 2. Original Indenture, as supplemented and
amended, ratified and confirmed 11
SECTION 3. This Supplemental Indenture may be
executed in counterparts 11
SECTION 4. Rights conferred only on holder of bonds,
Company and Trustees 11
TESTIMONIUM 12
SIGNATURES AND SEALS 12
ACKNOWLEDGMENTS 15
<PAGE>
TWENTY-SEVENTH SUPPLEMENTAL INDENTURE, dated as of
June 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-six 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
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
Twenty-Sixth Supplemental Indenture as of April 1, 1995
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
<PAGE>
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-Seventh 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 June 1, 2025, and to be
designated as "First Mortgage Bonds, 7-3/4% Series due 2025," 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-Seventh
Supplemental Indenture (herein sometimes referred to as "this
Twenty-Seventh 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 Indenture; and
WHEREAS the texts of the First Mortgage Bonds, 7-3/4%
Series due 2025, and of the Principal Trustee's Certificate of
Authentication to be endorsed thereon are to be substantially in
the forms following, respectively:
[FORM OF BOND]
[FACE]
THE EMPIRE DISTRICT ELECTRIC COMPANY
FIRST MORTGAGE BOND
7-3/4% SERIES DUE 2025
DUE JUNE 1, 2025
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 June 1, 2025, 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 June 7,
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 June 1 and December 1 in each year,
commencing on December 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 June 1 or
December 1 will, subject to certain exceptions provided in the
Twenty-Seventh 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 May 15 or November 15
next preceding such June 1 or December 1. Notwithstanding
anything in the Original Indenture or this Supplemental Indenture
to the contrary, so long as the bonds of this series are in a
book-entry only system, payment of principal of and interest on
this bond will be in accordance with arrangements with The
Depository Trust Company, a New York corporation ("DTC").
<PAGE>
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.
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-Seventh 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 June 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 of the provisions of which
Indenture, including the provisions permitting the issuance of
bonds of any series for property which, under the restrictions
<PAGE>
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, 7-3/4% Series due 2025, of the Company.
The bonds of this series are subject to redemption
prior to maturity, upon not less than 30 nor more than 60 days'
prior notice, all as more fully provided in the Indenture, at the
option of the Company, at any time on and after June 1, 2005, as
a whole or from time to time in part, at the principal amount
thereof, with accrued interest to the date fixed for redemption
and the applicable premium (expressed as a percentage of the
principal amount) set forth in the table below for the twelve-
month period beginning June 1 in the appropriate year under the
heading "Redemption Premium":
Redemption
Redemption
Year Premium Year Premium
2005 3.8750% 2010 1.9375%
2006 3.4875 2011 1.5500
2007 3.1000 2012 1.1625
2008 2.7125 2013 0.7750
2009 2.3250 2014 0.3875
; and without premium if redeemed on or after June 1, 2015.
If this bond shall be called for redemption in whole or
in part, and payment of the redemption price shall be duly
provided by the Company as specified in the Indenture, interest
shall cease to accrue hereon (or on the portion hereof to be
redeemed) from and after the date of redemption fixed in the
notice thereof.
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
<PAGE>
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-Seventh
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. 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.
Whenever the beneficial ownership of this Bond is
determined by a book-entry at a securities depository for the
Bonds, the foregoing requirements of holding, delivering or
transferring this Bond shall be modified to require the
appropriate person or entity to meet the requirements of the
securities depository as to registering or transferring the book-
entry to produce the same effect.
[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
<PAGE>
and
WHEREAS the Company represents that all acts and things
necessary have happened, been done, and been performed, to make
the First Mortgage Bonds, 7-3/4% Series due 2025, 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-six Supplemental Indentures and this
Supplemental Indenture valid and binding instruments for the
security thereof, in accordance with their terms;
NOW, THEREFORE, THIS TWENTY-SEVENTH 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 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 Riverside Substation #438:
Land located in the County of Taney, State of Missouri:
ALL THAT PART OF THE N 1/2 OF THE NE 1/4 OF SECTION 24,
TOWNSHIP 22, RANGE 22, DESCRIBED AS BEGINNING AT THE NE CORNER OF
SAID N 1/2 NE 1/4, THENCE SOUTH ALONG THE EAST LINE THEREOF 400
FEET; THENCE WEST 300 FEET; THENCE NORTH 400 FEET TO THE NORTH
LINE OF SAID NE 1/4; THENCE EAST 300 FEET ALONG SAID NORTH LINE
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 8.01 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;
SUBJECT, HOWEVER, to permitted encumbrances as defined
in the Original Indenture and, as to any property hereafter
<PAGE>
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,
7-3/4% SERIES DUE 2025
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, 7-3/4% Series due 2025 (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 Thirty Million Dollars ($30,000,000),
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 15.09
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
June 1, 2025 and shall bear interest at the rate of 7-3/4% per
annum, payable semi-annually on June 1 and December 1 in each
year, commencing December 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
<PAGE>
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 May 15 or
November 15, as the case may be, next preceding such interest
payment date, whether or not such May 15 or November 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.
Bonds of the New Series shall be registered Bonds in
book-entry form or in definitive form without coupons in
denominations of $1,000 and any integral multiple of $1,000 which
may be executed by the Company and delivered to the Principal
Trustee for authentication and delivery.
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 2.05 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 2.08 of the
Original Indenture, no service or other charge will be made for
any exchange or transfer of any Bond of the New Series.
If the Bonds of the New Series are to be issued in book-
entry form only, notwithstanding any provision of the Indenture
to the contrary, unless the Company shall otherwise direct (which
direction shall promptly be given at the written request of The
Depository Trust Company ("DTC")), all Bonds of the New Series
shall be registered in the name of Cede & Co., as nominee of DTC,
as registered owner of the Bonds of the New Series, and held in
the custody of DTC. Unless otherwise requested by DTC, a single
certificate will be issued and delivered to DTC. Beneficial
owners of Bonds of the New Series will not receive physical
delivery of Bond certificates except as hereinafter provided.
For so long as DTC shall continue to serve as securities
depository for the Bonds of the New Series as provided herein,
all transfers of beneficial ownership interests will be made by
book-entry only, and no investor or other party purchasing,
selling or otherwise transferring beneficial ownership of Bonds
of the New Series is to receive, hold or deliver any Bond
certificate.
With respect to Bonds of the New Series registered in
the name of Cede & Co., as nominee of DTC, the Trustees and the
Company shall have no responsibility or obligation to the
securities brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations on whose behalf DTC
was created to hold securities to facilitate the clearance and
settlement of securities transactions among DTC participants
("DTC Participants") or to any person on whose behalf a DTC
Participant holds an interest in the Bonds of the New Series.
Without limiting the immediately preceding sentence, the Trustees
and the Company shall have no responsibility or obligation with
respect to (i) the accuracy of the records of DTC, Cede & Co. or
any DTC Participant with respect to any ownership interest in the
<PAGE>
Bonds of the New Series, (ii) the delivery to any DTC Participant
or any other person, other than the registered owner of the
Bonds of the New Series, of any notice with respect to the Bonds
of the New Series, including any notice of redemption, or
(iii) the payment to any DTC Participant or any other person,
other than the registered owner of the Bonds of the New Series,
of any amount with respect to principal of or premium, if any, or
interest on the Bonds of the New Series.
If the Bonds of the New Series are to be issued in book-
entry form only, replacement Bonds may be issued directly to
beneficial owners of Bonds of the New Series other than DTC, or
its nominee, but only in the event that (i) DTC determines not to
continue to act as securities depository for the Bonds of the New
Series (which determination shall become effective by the giving
of reasonable notice to the Company or the Principal Trustee); or
(ii) the Company has advised DTC of its determination (which
determination is conclusive as to DTC and beneficial owners of
the Bonds of the New Series) to terminate the services of DTC as
securities depository for the Bonds of the New Series; or
(iii) the Company has determined (which determination is
conclusive as to DTC and the beneficial owners of the Bonds of
the New Series) that the interests of the beneficial owners of
the Bonds of the New Series might be adversely affected if such
book-entry only system of transfer is continued. Upon occurrence
of the event set forth in (i) above, the Company shall use its
best efforts to attempt to locate another qualified securities
depository. If the Company fails to locate another qualified
securities depository to replace DTC, the Company shall direct
the Principal Trustee to cause to be authenticated and delivered
replacement Bonds of the New Series, in certificated form, to the
beneficial owners of the Bonds of the New Series. In the event
that the Company makes the determination described in (ii) or
(iii) above (provided that the Company undertakes no obligation
to make any investigation to determine the occurrence of any
events that would permit the Company to make any such
determination), and has made provisions to notify the beneficial
owners of Bonds of the New Series of such determination by
mailing an appropriate notice to DTC, the Company shall cause to
be issued replacement Bonds of the New Series in certificated
form to beneficial owners of the Bonds of the New Series as shown
on the records of DTC provided to the Trustee and the Company.
Whenever, during the term of the Bonds of the New
Series, the beneficial ownership thereof is determined by a book-
entry at DTC, the requirements in the Original Indenture or this
Supplemental Indenture relating to holding, delivering or
transferring Bonds or selection of Bonds to be redeemed shall be
deemed modified to require the appropriate person or entity to
meet the requirements of DTC as to registering or transferring
the book-entry to produce the same effect.
If the Bonds of the New Series are to be issued in book-
entry form only, notwithstanding any provision of the Original
Indenture or this Supplemental Indenture to the contrary, all
Bonds of the New Series issued hereunder, if DTC so requires,
shall bear a legend substantially to the following effect:
Unless this certificate is presented by an
authorized representative of The Depository Trust
Company, a New York corporation ("DTC"), to the Company
or its agent for registration of transfer, exchange, or
payment, and any certificate issued is registered in
the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and
any payment is made to Cede & Co. or to such other
<PAGE>
entity as is requested by an authorized representative
of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co.,
has an interest herein.
If the Bonds of the New Series are to be issued in book-
entry form only, the Company and the Principal Trustee shall
enter into a letter of representations with DTC to implement the
book-entry only system of Bond registration described above.
If at any time DTC ceases to hold the Bonds of the New
Series, all references herein to DTC shall be of no further force
or effect.
Section 2. The Bonds of the New Series described in
Section 1 of this Article, in the aggregate principal amount of
Thirty Million Dollars ($30,000,000), 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.
ARTICLE II
Redemption of Bonds of the New Series
Section 1. The Bonds of the New Series, in the manner
provided in Article 5 of the Original Indenture, shall be
redeemable at any time on or after June 1, 2005, and prior to
maturity, in whole or in part, at the option of the Company, at
the principal amount of the Bonds so to be redeemed and accrued
interest to the date fixed for redemption together with any
applicable premium as specified under the heading "Redemption
Premium" in the form of Bond set forth in this Supplemental
Indenture. The Bonds of the New Series shall not be redeemable
through the operation of any sinking fund.
Section 2. The provisions of 5.03, 5.04 and 5.05
of the Original Indenture shall be applicable to Bonds of the New
Series. The principal amount of Bonds of the New Series
registered in the name of any holder and to be redeemed on any
partial redemption shall be $1,000, or a multiple thereof.
Section 3. The holder of each and every Bond of the
New Series issued hereunder hereby, and by accepting the Bond,
agrees to accept payment thereof prior to maturity on the terms
and conditions provided for in this Article II.
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.
<PAGE>
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 Section 4.11
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 premium 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, 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,
<PAGE>
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.
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/ K.S. Walters
Name: K.S. Walters
<PAGE>
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/ R. Johnson
Name: R. Johnson
<PAGE>
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/ K.S. Walters
Name: K.S. Walters
<PAGE>
State of Missouri
} SS.:
County of Jasper
Be It Remembered, and I do hereby certify, that on this
1st day of June, 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
<PAGE>
State of Illinois
} SS.:
County of Cook
Be It Remembered, and I do hereby certify, that on the
1st day of June, 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
<PAGE>
State of Missouri
} SS.:
County of Jasper
Be It Remembered, and I do hereby certify, that on this
1st day of June, 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 notarial 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 JUNE 30, 1995 AND THE STATEMENT OF INCOME AND THE STATEMENT OF
CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> Dec-31-1995
<PERIOD-END> Jun-30-1995
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 464,087,156
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 37,028,146
<TOTAL-DEFERRED-CHARGES> 43,510,123
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 544,625,425
<COMMON> 15,062,574
<CAPITAL-SURPLUS-PAID-IN> 122,841,368
<RETAINED-EARNINGS> 51,610,281
<TOTAL-COMMON-STOCKHOLDERS-EQ> 189,514,223
0
32,901,800
<LONG-TERM-DEBT-NET> 194,859,882
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 8,000,000
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 119,349,520
<TOT-CAPITALIZATION-AND-LIAB> 544,625,425
<GROSS-OPERATING-REVENUE> 84,860,580
<INCOME-TAX-EXPENSE> 3,820,545
<OTHER-OPERATING-EXPENSES> 66,557,774
<TOTAL-OPERATING-EXPENSES> 70,378,319
<OPERATING-INCOME-LOSS> 14,482,261
<OTHER-INCOME-NET> 837,146
<INCOME-BEFORE-INTEREST-EXPEN> 15,319,407
<TOTAL-INTEREST-EXPENSE> 7,021,647
<NET-INCOME> 8,297,760
1,208,170
<EARNINGS-AVAILABLE-FOR-COMM> 7,089,590
<COMMON-STOCK-DIVIDENDS> 9,262,651
<TOTAL-INTEREST-ON-BONDS> 7,466,347
<CASH-FLOW-OPERATIONS> 18,559,351
<EPS-PRIMARY> 0.49
<EPS-DILUTED> 0.49
</TABLE>
