As filed with the Securities and Exchange Commission on November 30, 1995
Registration Statement No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-8
Registration Statement
Under
THE SECURITIES ACT OF 1933
______________________
THE EMPIRE DISTRICT ELECTRIC COMPANY
(Exact name of registrant as specified in its charter)
Kansas 44-0236370
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or
organization)
602 Joplin Street Joplin, Missouri 64801
(Address of Principal Executive Offices) (Zip Code)
1996 STOCK INCENTIVE PLAN
(Full title of the plan)
R.L. Lamb, President
The Empire District Electric Company
602 Joplin Street
Joplin, Missouri 64801
(Name and address of agent for service)
(417) 625-5100
(Telephone number, including area code, of agent for service)
Copy to:
Gary W. Wolf, Esq.
Cahill Gordon & Reindel
80 Pine Street
New York, New York 10005
(212) 701-3000
____________________________
<PAGE>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of securities to be price per offering registration
to be registered registered unit(1) price(1) fee
Common Stock(2) 650,000
($1.00 par value)........ Shares $19.25 $12,512,500 $4314.66
(1) This estimate is made solely for the purpose of determining
the amount of the registration fee pursuant to Rule 457(c)
under the Securities Act of 1933, as amended, and is based
upon the average of the high and low prices of the Company's
Common Stock on the New York Stock Exchange on November 22,
1995, a date within five business days prior to the date of
filing of this Registration Statement.
(2) Including the related Preference Stock Purchase Rights.
<PAGE>
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
In accordance with the requirements of the Securities
Exchange Act of 1934, certain reports and other information are
filed by the Company periodically with the Securities and Exchange
Commission (the "Commission").
The following documents filed by the Company with the
Commission are incorporated herein by reference as of their
respective dates:
(1) The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994 (File No. 1-3368);
(2) The Company's Quarterly Reports on Form 10-Q for
the fiscal quarters ended March 31, 1995, June 30, 1995 and
September 30, 1995 (File No. 1-3368);
(3) The Company's Current Reports on Form 8-K dated
March 27, 1995 and July 17, 1995 (File No. 1-3368);
(4) The description of the Company's Common Stock as
set forth in the Company's Registration Statement on Form S-3
(File No. 33-37351) under the heading "Description of Common
Stock"; and
(5) The description of the Company's Preference Stock
Purchase Rights as set forth in the Company's Registration
Statement on Form 8-A dated July 26, 1990 (File No. 1-3368).
All documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d), respec-
tively, of the Securities Exchange Act of 1934, as amended, prior
to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregister all
securities then remaining unsold, shall be deemed to be incorpo-
rated by reference herein and to be a part hereof from the date of
the filing of such documents. Any statement contained in a docu-
ment incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for the purposes of
this Registration Statement to the extent that a statement con-
tained herein or in any subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or super-
seded, to constitute a part of this Registration Statement.
<PAGE>
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is organized under the laws of the State of
Kansas and its Articles of Incorporation and Bylaws contain provi-
sions permitted by the Kansas General Corporation Code which, in
general terms, provide that directors and officers will be indem-
nified by the Company for all losses that may be incurred by them
in connection with any claim or legal action in which they may
become involved by reason of their service as a director or offi-
cer of the Company, if they meet certain specified conditions, and
provide for the advancement by the Company to directors and offic-
ers of expenses incurred by them in defending suits arising out of
their service as such.
The directors and officers of the Company are covered by
insurance indemnifying them against certain liabilities which
might be incurred by them in their capacities as such, including
certain liabilities arising under the Securities Act of 1933. The
premium for this insurance is paid by the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed herewith.
Exhibit
4.1 1996 Stock Incentive Plan of The Empire Dis-
trict Electric Company.
5.1 Opinion of Anderson, Byrd, Richeson &
Flaherty.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Anderson, Byrd, Richeson & Flaherty
(included in its opinion filed as Exhibit 5.1
hereto).
<PAGE>
24.1 Powers of Attorney.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement (i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933; (ii) to reflect in the
prospectus any facts or events arising after the effective date of
this registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, repre-
sent a fundamental change in the information set forth in this
registration statement; and (iii) to include any material informa-
tion with respect to the plan of distribution not previously dis-
closed in the registration statement or any material change to
such information in the registration statement; provided, however,
that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply if the
information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
Company pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in this registration
statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amend-
ment shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such secu-
rities at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in the registration state-
ment shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such secu-
rities at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
<PAGE>
advised that in the opinion of the Securities and Exchange Commis-
sion such indemnification is against public policy as expressed in
the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a direc-
tor, officer or controlling person of the registrant in the suc-
cessful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by control-
ling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public pol-
icy as expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly autho-
rized, in the City of Joplin, State of Missouri, on the 30th day
of November, 1995.
THE EMPIRE DISTRICT
ELECTRIC COMPANY
By: /s/ R.L. Lamb
----------------------------
(R.L. Lamb, President)
Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the following
persons in the capacities and on the date indicated.
Signature Title Date
/s/ R.L. Lamb President and Director November 30, 1995
- --------------------- (principal executive
(R.L. Lamb) officer)
/s/ R.B. Fancher Vice President-Finance November 30, 1995
- -------------------- (principal financial
(R.B. Fancher) officer)
/s/ G.A. Knapp Controller & Asst. November 30, 1995
- --------------------- Treasurer (principal
(G.A. Knapp) accounting officer)
/s/ V.E. Brill* Vice President-Energy November 30, 1995
- --------------------- Supply and Director
(V.E. Brill)
/s/ M.F. Chubb* Director November 30, 1995
- ---------------------
(M.F. Chubb)
/s/ R.D. Hammons* Director November 30, 1995
- ---------------------
(R.D. Hammons)
/s/ R.C. Hartley* Director November 30, 1995
- ---------------------
(R.C. Hartley)
/s/ J.R. Herschend* Director November 30, 1995
- ---------------------
(J.R. Herschend)
<PAGE>
/s/ F.E. Jeffries* Director November 30, 1995
- ---------------------
(F.E. Jeffries)
/s/ R.E. Mays* Director November 30, 1995
- ---------------------
(R.E. Mays)
/s/ M.W. McKinney* Director November 30, 1995
- ---------------------
(M.W. McKinney)
/s/ M.M. Posner* Director November 30, 1995
- ---------------------
(M.M. Posner)
*By: /s/ R.L. Lamb**
--------------------------------------
(R.L. Lamb, Attorney-in-fact)
___________________
** By signing his name hereto, R.L. Lamb does hereby sign this
registration statement on behalf of the above-indicated
directors of the Company pursuant to powers of attorney
executed by each such director, which powers of attorney are
filed herewith as Exhibit 24.1 hereto.
<PAGE>
INDEX TO EXHIBITS
Exhibit Description
4.1 1996 Stock Incentive Plan of The Empire
District Electric Company.
5.1 Opinion of Anderson, Byrd, Richeson &
Flaherty.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Anderson, Byrd, Richeson &
Flaherty (included in its opinion filed
as Exhibit 5.1 hereto).
24.1 Powers of Attorney.
Exhibit 4.1
THE EMPIRE DISTRICT ELECTRIC COMPANY
1996 STOCK INCENTIVE PLAN
1. Purpose
The Empire District Electric Company 1996 Stock Incen-
tive Plan is designed to enable qualified executive, managerial,
supervisory and professional personnel and directors of The Empire
District Electric Company to acquire or increase their ownership
of the common stock of the Company on reasonable terms. The
opportunity so provided is intended to foster in participants a
strong incentive to put forth maximum effort for the continued
success and growth of the Company, to aid in retaining individuals
who put forth such efforts, and to assist in attracting the best
available individuals in the future.
2. Definitions
When used herein, the following terms shall have the
meaning set forth below:
2.1 "Award" shall mean an Option or a Restricted Stock
Award.
2.2 "Board" means the Board of Directors of The Empire
District Electric Company.
2.3 "Committee" means the members of the Board's Com-
pensation Committee who are "disinterested persons" as defined in
Rule 16b-3 adopted pursuant to the Securities Exchange Act of
1934.
2.4 "Code" means the Internal Revenue Code of 1986, as
amended.
2.5 "Company" means The Empire District Electric Com-
pany, a Kansas corporation.
2.6 "Fair Market Value" means with respect to the Com-
pany's Shares the mean between the high and low prices of Shares
on the New York Stock Exchange Composite Tape on the day on which
an Award is granted (or Shares are delivered in lieu of current
cash compensation as permitted by the Plan) or, if there should be
no sale on that date, on the next preceding day on which there was
a sale.
2.7 "Grantee" means a person to whom an Award is made.
<PAGE>
2.8 "Incentive Stock Option" or "ISO" means an Option
awarded under the Plan which meets the terms and conditions estab-
lished by Section 422 of the Code and applicable regulations.
2.9 "Non-Qualified Stock Option" or "NQSO" means an
Option awarded under the Plan other than an ISO.
2.10 "Option" means the right to purchase a number of
Shares, at a price, for a term, under conditions, and for cash or
other consideration fixed by the Committee and expressed in the
written instrument evidencing the Option. An Option may be either
an ISO or NQSO.
2.11 "Plan" means the Company's 1996 Stock Incentive
Plan.
2.12 "Restricted Stock Award" means the grant of a
right to receive a number of Shares at a time or times fixed by
the Committee in accordance with the Plan and subject to such lim-
itations and restrictions as the Plan and the Committee (as
expressed in the written instrument evidencing the Restricted
Stock Award) impose.
2.13 "Right of First Refusal" means the right which may
be given to the Company pursuant to Section 7.4 hereof to purchase
Shares received pursuant to Awards under the Plan at their then
Fair Market Value, in the event the holder of such Shares desires
to sell the Shares to any other person. This right, if so given,
shall apply under terms and conditions established by the Commit-
tee at the time of the Award and included in the written instru-
ment evidencing the Award, and shall apply to sales by the Grantee
or the Grantee's guardian, legal representative, joint tenant,
tenant in common, heirs or Successors.
2.14 "Shares" means shares of the Company's common
stock, par value $1.00 per share, or, if by reason of the adjust-
ment provisions hereof any rights under an Award under the Plan
pertain to any other security, such other security.
2.15 "Subsidiary" means any business, whether or not
incorporated, in which the Company, at the time an Award is
granted to an employee thereof, or in other cases, at the time of
reference, owns directly or indirectly not less than 50% of the
equity interest except that with respect to an ISO the term "Sub-
sidiary" shall have the meaning set forth in Section 424(f) of the
Code.
2.16 "Successor" means the legal representative of the
estate of a deceased Grantee or the person or persons who shall
acquire the right to exercise an Option, or to receive Shares
<PAGE>
issuable in satisfaction of a Restricted Stock Award, by bequest
or inheritance or by reason of the death of the Grantee, as pro-
vided in accordance with Section 9 hereof, or by reason of a
transfer permitted pursuant to Section 8 hereof.
2.17 "Term" means the period during which a particular
Option may be exercised or the period during which the restric-
tions placed on a Restricted Stock Award are in effect.
3. Administration of the Plan
3.1 The Plan (other than the portion thereof described
in Section 3.7) shall be administered by the Committee.
3.2 Subject to the provisions of the Plan, the Commit-
tee shall have the sole authority to determine:
(i) the employees of the Company and its Subsidiaries
to whom Awards shall be granted;
(ii) the number of Shares to be covered by each Award;
(iii) the price to be paid for the Shares upon the exer-
cise of each Option;
(iv) the Term within which each Option may be exercised;
(v) the terms and conditions of each Option, which may
include provisions for payment of the option price in Shares
at the Fair Market Value of such Shares on the day of their
delivery for such purpose;
(vi) the restrictions on transfer and forfeiture condi-
tions with respect to a Restricted Stock Award; and
(vii) any other terms and conditions of the Award.
Awards shall be made by the Committee.
3.3 The Committee may construe and interpret the Plan,
reconcile inconsistencies thereunder and supply omissions there-
from. Any decision or action taken by the Committee in the exer-
cise of such powers or otherwise, arising out of or in connection
with the construction, administration, interpretation and effect
of the Plan and of its rules and regulations, shall be conclusive
and binding upon all Grantees, and any other person claiming under
or through any Grantee.
3.4 The Committee shall designate one of its members as
Chairman. It shall hold its meetings at such times and places as
<PAGE>
it may determine. All determinations of the Committee shall be
made by a majority of its members at the time in office. Any
determination reduced to writing and signed by a majority of the
members of the Committee at the time in office shall be fully as
effective as if it has been made at a meeting duly called and
held. The Committee may appoint a Secretary, who need not be a
member of the Committee, and may establish and amend such rules
and regulations for the conduct of its business and the adminis-
tration of the Plan as it shall deem advisable.
3.5 No member of the Committee shall be liable, in the
absence of bad faith, for any act or omission with respect to his
service on the Committee. Service on the Committee is hereby spe-
cifically declared to constitute service as a Director of the Com-
pany, to the end that the members of the Committee shall, in
respect of their acts and omissions as such, be entitled to indem-
nification and reimbursement as Directors of the Company pursuant
to its Bylaws and to the benefits of any insurance policy main-
tained by the Company providing coverage with respect to acts or
omissions of Directors of the Company.
3.6 The Committee shall regularly inform the Board as
to its actions under the Plan in such manner, at such times, and
in such form as the Board may request.
3.7 Anything in the Plan to the contrary notwithstand-
ing, the foregoing provisions of this Section 3 shall not apply to
the portion of the Plan relating to Directors who are not employ-
ees of the Company or any of its Subsidiaries and who have the
right to elect to receive Shares in lieu of cash Remuneration pur-
suant to Section 19.3. Such portion of the Plan shall instead be
administered by the Secretary of the Company. Since the receipt
of Shares by any such non-employee Director of the Company is
based on elections by such Director, this administrative function
shall be limited to matters of interpretation and administrative
oversight.
4. Eligibility
Awards may be made under the Plan only to the class of
employees of the Company or of a Subsidiary, including officers,
consisting of those employees who have executive, managerial,
supervisory or professional responsibilities. A Director who is
not an employee shall not be eligible to receive an Award. Awards
may be made to eligible employees whether or not they have
received prior Awards under the Plan or under any other plan, and
whether or not they are participants in other benefit plans of the
Company.
<PAGE>
5. Shares Subject to Plan
The maximum number of Shares which may be used in connection with
Awards or Share deliveries under the Plan is 650,000. The Shares so used may
be Shares held in the treasury, however acquired, or Shares which are
authorized but unissued. Any Shares subject to Options which lapse unexercised
and any Shares forming part of a Restricted Stock Award which do not vest in
the Grantee shall once again be available for grant of Awards or delivery under
Section 19.
6. Granting of Options
6.1 Subject to the terms of the Plan, the Committee may from time
to time grant Options to eligible employees.
6.2 No individual may be granted Options intended to qualify as
ISOs under the Plan and all other incentive stock option plans of the Company
(and its parent or subsidiary corporation, if any, within the meaning of
Section 424 of the Code) which are exercisable for the first time during any
calendar year with respect to Shares having an aggregate Fair Market Value
(determined as of the time the Option is granted) greater than $100,000. To
the extent that Options granted to an individual exceed the limitation set
forth in the preceding sentence, the later-granted of such Options shall be
treated as NQSOs. No ISO shall be granted to an individual who, at the time
the ISO is granted, owns (within the meaning of Section 422(b)(6) of the Code)
stock possessing more than 10 percent of the total combined voting power of all
classes of stock of the employee's employer corporation or of its parent or
subsidiary corporation unless, at the time the ISO is granted, the option price
is at least 110 percent of the Fair Market Value of the stock subject to the
ISO, and the ISO by its terms is not exercisable after the expiration of five
years from the date the ISO is granted.
6.3 The purchase price of each Share subject to an Option shall be
fixed by the Committee, but shall not be less than the greater of the par value
of the Share or 100% of the Fair Market Value of the Share on the date the
Option is granted.
6.4 Each Option shall expire and all rights to purchase Shares
thereunder shall terminate on the date fixed by the Committee and expressed in
the written instrument evidencing the Option, which date shall not be after the
expiration of ten years from the date the Option is granted.
6.5 Subject to the terms of the Plan, each Option shall become
exercisable at the time, and for the number of Shares, fixed by the Committee
and expressed in the written instrument
<PAGE>
evidencing the Option. Except to the extent otherwise provided in or pursuant
to Sections 9 and 10, no Option shall become exercisable as to any Shares prior
to the first anniversary of the date on which the Option was granted.
6.6 Subject to the terms of the Plan, the Committee may at the
time of the Award make all or any portion of the Shares issuable upon exercise
of the Option subject to a Right of First Refusal for any period of time
designated by the Committee in the written instrument evidencing the Award.
7. Restricted Stock Awards
7.1 Subject to the terms of the Plan, the Committee may also grant
eligible employees Restricted Stock Awards.
7.2 The number of Shares covered thereby and other terms and
conditions of any such Restricted Stock Award, including the period for which
and the conditions on which the Shares included in the Award will be subject to
forfeiture and restrictions on transfer or on the ability of the Grantee to
make elections with respect to the taxation of the Award without the consent of
the Committee, shall be determined by the Committee and expressed in the
written instrument evidencing the Award. Except as provided in or pursuant to
Sections 9 and 10, no such restrictions shall lapse earlier than the first, or
later than the tenth, anniversary of the date on which the Award was granted.
7.3 The Committee may establish and express in the written
instrument evidencing the Award terms and conditions under which the Grantee of
a Restricted Stock Award shall be entitled to receive a payment equivalent to
any dividend payable with respect to the number of Shares which, as of the
record date for which dividends are payable, has been awarded to him but not
delivered to him. Any such dividend equivalents shall be paid to the Grantee
of the Restricted Stock Award at such time or times during the period when the
Shares are as yet undelivered pursuant to the terms of the Restricted Stock
Award, or at the time the Shares to which the dividend equivalents apply are
delivered to the Grantee, all as the Committee shall determine and express in
the written instrument evidencing the Award. Any arrangement for the payment
of dividend equivalents shall be terminated if, and to the extent that, under
the terms and conditions so established by the Committee, the right to receive
Shares being held pursuant to the terms of the Restricted Stock Award shall
lapse.
7.4 Subject to the terms of the Plan, the Committee may at the
time of the Award make all or any portion of the Shares awarded under a
Restricted Stock Award subject to a Right of First
<PAGE>
Refusal for any period of time designated by the Committee and expressed in the
written instrument evidencing the Award.
8. Non-Transferability of Rights
Except as otherwise provided in the next sentence of this Section
8, no Option and no rights under any Restricted Stock Award shall be
transferable by the Grantee otherwise than by will or the laws of descent and
distribution, and each Option may be exercised during the lifetime of the
Grantee only by him; and the written instrument evidencing each Option and each
Restricted Stock Award shall so state. The Committee may in its discretion, on
such terms and conditions as it shall establish, permit an Option or Restricted
Stock Award to be transferred to a member or members of the Grantee's immediate
family, or to a trust for the benefit of such immediate family members or a
partnership in which such immediate family members are the only partners. For
purposes of this provision, a Grantee's immediate family shall mean the
Grantee's spouse, children and grandchildren.
9. Death or Termination of Employment
9.1 Subject to the provisions of the Plan, the Committee may make
and include in the written instrument evidencing an Option such provisions
concerning exercise or lapse of the Option on death or termination of
employment as it shall in its discretion determine. No such provision shall
permit an Option to be exercised later than the expiration date of the Option
determined pursuant to Section 6.4.
9.2 No ISO shall be exercisable after the date which is three
months following the Grantee's termination of employment for any reason other
than death or disability, or after twelve months following the Grantee's
termination of employment by reason of disability.
9.3 The effect of death or termination of employment on Shares
issuable or deliverable pursuant to any Restricted Stock Awards shall be as
stated in the written instrument evidencing the Award.
9.4 A transfer of employment between the Company and a Subsidiary,
or between Subsidiaries, shall not constitute a termination of employment for
purposes of any Award. The Committee may specify in the written instrument
evidencing the Award whether or not, and if at all to what extent, any
authorized leave of absence or absence for military or governmental service or
for any other reason shall constitute a termination of employment for purposes
of the Award and the Plan.
<PAGE>
10. Provisions Relating to Change in Control
The Committee may provide in the written instrument evidencing an
Award that in the event of a "Change in Control" of the Company (as defined by
the Committee in such written instrument), the Option so evidenced shall be
immediately exercisable in full and the Restricted Stock Award so evidenced
shall be immediately payable in full. The Committee may also include in such
written instrument additional conditions for such immediate exercisability of
an Option or immediate payment in full of a Restricted Stock Award, including
without limitation conditions relating to the timing and/or circumstances of
the Grantee's termination of employment following the "Change in Control."
11. Writing Evidencing Awards
Each Award granted under the Plan shall be evidenced by a writing
which may, but need not, be in the form of an agreement to be signed by the
Grantee. The writing shall set forth the nature and size of the Award, its
Term, the other terms and conditions thereof, and such other matters as the
Committee directs. Acceptance of any benefits of an Award by the Grantee shall
be an assent to the terms and conditions set forth therein, whether or not the
writing is in the form of an agreement signed by the Grantee.
12. Exercise of Rights Under Awards
12.1 A person entitled to exercise an Option may do so only by
delivery of a written notice to that effect specifying the number of Shares
with respect to which the Option is being exercised and any other information
which the Committee has previously prescribed and of which such person has been
notified.
12.2 Such a notice shall be accompanied by payment in full for the
purchase price of any Shares to be purchased thereunder, with such payment
being made in cash or Shares having a Fair Market Value on the date of exercise
of the Option equal to the purchase price payable under the Option or a
combination of cash and Shares, and no Shares shall be issued upon exercise of
an Option until full payment has been made therefor.
12.3 Upon exercise of an Option, or after grant of a Restricted
Stock Award but before delivery of Shares in satisfaction thereof, the Grantee
may request in writing that the Shares to be issued or delivered be in the name
of the Grantee and another person as joint tenants with right of survivorship
or, in the case of a Restricted Stock Award or NQSO, as tenants in common.
<PAGE>
12.4 Upon exercise of an Option or after grant of a Restricted
Stock Award under which a Right of First Refusal has been required with respect
to some or all of the Shares subject to such Option, or included in the
Restricted Stock Award, the Grantee shall be required to acknowledge, in
writing, his or her understanding of such Right of First Refusal and the legend
which shall be placed on the certificates for such Shares in respect thereof.
12.5 All notices or requests by a Grantee provided for herein
shall be delivered to the Secretary of the Company.
13. Effective Date of the Plan and Duration
13.1 The Plan shall become effective on January 1, 1996, subject
to approval within twelve months before or after that date by the shareholders
of the Company at a meeting duly held in accordance with applicable law; and
subject to approval within applicable time limits by any governmental body, the
approval of the Plan by which body is required under applicable law. No Option
shall be exercisable nor shall any Shares be deliverable under a Restricted
Stock Award prior to receipt of all required approvals.
13.2 No Awards may be granted under the Plan after December 31,
2005, although the terms of any Award may be amended at any time prior to the
expiration of the Award in accordance with the Plan.
14. Date of Award
The date of an Award shall be the date on which the Committee's
determination to grant the same is final, or such later date as shall be
specified by the Committee in connection with such determination.
15. Stockholder Status
No person shall have any rights as a stockholder by virtue of the
grant of an Award under the Plan except with respect to Shares actually issued
to that person.
16. Postponement of Exercise
The Committee may postpone any exercise of an Option or the
delivery of any Shares pursuant to a Restricted Stock Award for such period as
the Committee in its discretion may deem necessary in order to permit the
Company (i) to effect or maintain registration of the Plan or the Shares
issuable upon the exercise of an Option or distributable in satisfaction of a
Restricted Stock
<PAGE>
Award or both under the Securities Act of 1933, as amended, or the securities
laws of any applicable jurisdiction, (ii) to permit any action to be taken in
order to comply with restrictions or regulations incident to the maintenance of
a public market for its Shares or to list the Shares thereon, or (iii) to
determine that such Shares and the Plan are exempt from such registration or
that no action of the kind referred to in (ii) above shall or need be taken;
and the Company shall not be obligated by virtue of any terms and conditions of
any Award or any provision of the Plan to permit the exercise of an Option or
to sell or deliver Shares in violation of the Securities Act of 1933 or other
applicable law. Any such postponement shall not extend the Term of an Option
nor shorten the Term of any restriction applicable under any Restricted Stock
Award; and neither the Company nor its directors or officers or any of them
shall have any obligation or liability to the Grantee of an Award, to any
Successor of a Grantee or to any other person with respect to any Shares as to
which an Option shall lapse because of such postponement or as to which
issuance under a Restricted Stock Award was thereby delayed.
17. Termination, Suspension or Modification of Plan
The Board may at any time terminate, suspend or modify the Plan,
except that the Board shall not, without authorization of the shareholders of
the Company, effect any change (other than through adjustment for changes in
capitalization or corporate transactions as herein provided) which:
(a) increases the aggregate number of Shares for which Awards may
be granted and which may be the subject of Share deliveries under Section
19;
(b) lowers the minimum Option price;
(c) lengthens the maximum period during which an Option may be
exercised;
(d) renders any member of the Committee eligible to receive an
Award while serving thereon;
(e) changes the class of employees eligible to receive Awards;
(f) extends the period of time during which Awards may be
granted;
(g) removes the restrictions set forth in the last sentence of
this Section; or
<PAGE>
(h) otherwise materially increases the benefits accruing to
Grantees or their Successors under the Plan.
No termination, suspension or modification of the Plan shall
adversely affect any right acquired by any Grantee or any Successor of a
Grantee under an Award granted before the date of such termination, suspension
or modification unless such Grantee or Successor shall consent thereto.
Adjustments for changes in capitalization or corporate transactions as provided
for herein shall not, however, be deemed to adversely affect any such right.
To the extent required by applicable law, no member of the Board who is an
officer or employee of the Company or a Subsidiary shall vote (in his or her
capacity as such a Board member) on any proposed amendment to the Plan, or on
any other matter or question arising under the Plan, relating to his or her own
individual interest thereunder.
18. Adjustment for Changes in Capitalization
and Corporate Transactions
Any change in the number of outstanding shares of the Company
occurring through stock splits, combination of shares, recapitalization, or
stock dividends after the adoption of the Plan shall be appropriately reflected
by the Committee through an increase or decrease in the aggregate number of
Shares then available for the grant of Awards or Share deliveries under the
Plan, or to become available through the termination, surrender or lapse of
Awards previously granted and in the number of Shares subject to Restricted
Stock Awards then outstanding; and appropriate adjustments shall be made by the
Committee in the per Share option price and/or number of Shares subject to the
Option as to any outstanding Options. No fractional shares shall result from
such adjustments. Similar adjustments shall be made in the event of
distribution of other securities in respect of outstanding shares or in the
event of a reorganization, merger, consolidation or any other change in the
corporate structure or shares of the Company, if and to the extent that the
Committee deems such adjustments appropriate.
19. Delivery of Shares in Lieu of Cash
Incentive Awards or Directors Fees
19.1 Any employee (other than an officer as defined in Rule
16a-1(f) adopted pursuant to the Securities Exchange Act of 1934 (each such
officer, an "Officer")) otherwise eligible for an Award under the Plan who is
eligible to receive a cash bonus or incentive payment from the Company under
any management bonus or incentive plan of the Company (any such bonus or
payment, a "Cash Payment") may make application to the Committee in such manner
as may be prescribed from time to time by the Committee to receive
<PAGE>
Shares available under the Plan in lieu of all or any portion of such Cash
Payment.
The Committee may in its discretion honor an employee's application
made pursuant to this Section 19.1 by delivering Shares available under the
Plan to such employee equal in Fair Market Value at the delivery date to that
portion of the Cash Payment for which a Share delivery is to be made in lieu of
cash payment.
19.2 Any Officer otherwise eligible for an Award under the Plan
who is eligible to receive a Cash Payment may make application to the Committee
in such manner as may be prescribed from time to time by the Committee to
receive Shares available under the Plan in lieu of all or any portion of future
Cash Payments. Any such application shall be in writing and delivered to the
Secretary of the Company. Each such application shall state that it is
irrevocable and shall indicate that all or a specified portion of any Cash
Payment which becomes payable after a date specified in such notice is
requested to be paid in Shares, such date to be at least six months from the
date such application is so delivered. Any such application may be changed or
terminated only by an application meeting the requirements of the preceding
sentence.
The Committee may in its discretion honor an Officer's application
made pursuant to this Section 19.2 by delivering Shares available under the
Plan to such Officer equal in Fair Market Value at the delivery date to that
portion of the Cash Payment for which a Share delivery is to be made in lieu of
cash payment.
19.3 Any non-employee Director who is entitled to a cash payment
for services rendered as a non-employee Director ("Remuneration") may elect to
receive Shares available under the Plan in lieu of all or any portion of his or
her Remuneration or to change or terminate any such election previously made.
Any such election shall be in writing and delivered to the Secretary of the
Company. Such election shall state that it is irrevocable and shall indicate
the date after which Remuneration shall be paid as set forth in such election,
which date shall be at least six months from the date such election is so
delivered.
Shares which are available under the Plan shall be delivered to a
Director who makes an election in compliance with this Section 19.3 equal in
Fair Market Value at the delivery date to that portion of the Remuneration for
which a Share delivery is to be made in lieu of cash payment.
19.4 Any Shares delivered to an employee under Section 19.1, to an
Officer under Section 19.2 or to a Director under
<PAGE>
Section 19.3 shall reduce the aggregate number of Shares available for Awards
or Share deliveries under the Plan.
19.5 Delivery of Shares pursuant to this Section 19 shall not be
permitted under the Plan after December 31, 2005. Delivery of Shares pursuant
to this Section 19 shall be deemed to occur on the date certificates therefor
are sent by United States mail or hand delivered to the recipient.
19.6 The Company shall issue cash in lieu of fractional Shares
which would otherwise be issuable under this Section 19.
20. Non-Uniform Determination Permissible
The Committee's determinations under the Plan including, without
limitation, determinations as to the persons to receive Awards, the form,
amount and type of Awards (i.e., ISOs, NQSOs or Restricted Stock Awards), the
terms and provisions of Awards, the written instruments evidencing such Awards,
and the granting or rejecting of applications for delivery of Shares in lieu of
cash bonus or incentive payments need not be uniform as among persons similarly
situated and may be made selectively among otherwise eligible employees or
Directors, whether or not such employees or Directors are similarly situated.
21. Taxes
The Company shall be entitled to withhold the amount of any
withholding tax payable with respect to any Awards and Share deliveries in lieu
of cash payments and to sell such number of Shares as may be necessary to
produce the amount so required to be withheld, unless the recipient supplies to
the Company cash in the amount requested by the Company for the purpose. The
person entitled to receive Shares pursuant to the Award will be given notice as
far in advance as practicable to permit such cash payment to be made to the
Company. The Company may, in lieu of sale of Shares, defer making delivery of
Shares until indemnified to its satisfaction with respect to any such
withholding tax. The Committee may adopt rules allowing the recipient of any
Award payable in Shares, or any person electing to receive Shares under Section
19, to satisfy any applicable tax withholding requirements in whole or in part
by delivering to the Company Shares or by instructing the Company to withhold
Shares otherwise deliverable to such person as part of such Award, in either
case with a Fair Market Value not in excess of the amount of the applicable
withholding requirements.
22. Tenure
An employee's right, if any, to continue in the employ of the
Company or a Subsidiary shall not be affected by the fact
<PAGE>
that he is a participant under the Plan; and the Company or Subsidiary shall
retain the right to terminate his employment without regard to the effect such
termination may have on any rights he may have under the Plan.
23. Application of Proceeds
The proceeds received by the Company from sale of its Shares
pursuant to Options granted under the Plan shall be used for general corporate
purposes.
24. Other Actions
Nothing in the Plan shall be construed to limit the authority of
the Company to exercise all of its corporate rights and powers, including, by
way of illustration and not by way of limitation, the right to grant options
for proper corporate purposes otherwise than under the Plan to any employee or
any other person, firm, corporation, association or other entity, or to grant
options to, or assume options of, any person in connection with the acquisition
by purchase, lease, merger, consolidation or otherwise of all or any part of
the business or assets of any person, firm, corporation, association or other
entity.
[LETTERHEAD OF ANDERSON, BYRD, RICHESON & FLAHERTY] Exhibit 5.1
November 30, 1995
The Empire District Electric Company
602 Joplin, P.O. Box 127
Joplin, Missouri 64802
Ladies and Gentlemen:
This opinion is being rendered in connection with the registration
statement on Form S-8 (the "Registration Statement") filed by The Empire
District Electric Company (the "Company") with the Securities and Exchange
Commission (the "Commission") relating to the registration pursuant to the
Securities Act of 1933, as amended (the "Act") of 650,000 shares of common
stock, $1.00 par value (the "Common Stock"), of the Company, and the related
Preference Stock Purchase Rights (the "Rights"), which are issuable pursuant to
the Company's 1996 Stock Incentive Plan (the "Plan").
We advise you that in our opinion:
1. The Company is duly organized and validly existing under the
laws of the State of Kansas.
2. When (i) the Registration Statement has become effective
under the Act, (ii) the issue and sale of the Common Stock have been duly
authorized by the Company's Board of Directors and by the State Corporation
Commission of the State of Kansas and (iii) the shares of Common Stock have
been duly issued and paid for in accordance with the terms of the Company's
1996 Stock Incentive Plan, the Common Stock will be duly authorized, validly
issued, fully paid and non-assessable.
3. The issuance of the Rights has been validly authorized by all
necessary corporate action on the part of the Company and, when issued in
accordance with the Rights Agreement, dated July 26, 1990, between the Company
and Chemical Bank, as Rights Agent, will be validly issued.
We hereby consent to the inclusion of this opinion as an exhibit to
the Registration Statement. Our consent to such inclusion does not constitute
a consent under Section 7 of the Act as in consenting to such inclusion we have
not certified any part of the Registration Statement and do not otherwise come
within the categories of persons whose consent is required under Section 7 or
under the rules and regulations of the Commission thereunder.
<PAGE>
We also consent to the use of our name and the making of the
statement with respect to our firm in the Registration Statement and the
Prospectus constituting a part thereof and in the documents incorporated by
reference therein.
Sincerely,
/s/ James G. Flaherty
JGF:rr
CONSENT OF INDEPENDENT ACCOUNTANTS Exhibit 23.1
We hereby consent to the incorporation by reference in the
Prospectus constituting part of this Registration Statement on Form S-8 of our
report dated January 16, 1995, appearing on page 19 of The Empire District
Electric Company's Annual Report on Form 10-K for the year ended December 31,
1994.
/s/Price Waterhouse LLP
Price Waterhouse LLP
St. Louis, Missouri
November 30, 1995
POWER OF ATTORNEY Exhibit 24.1
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of THE EMPIRE DISTRICT ELECTRIC COMPANY (the "Company"), a
corporation organized and existing under the laws of the State of Kansas, which
Company proposes to file with the Securities and Exchange Commission a
Registration Statement or Registration Statements and amendments thereto under
the Securities Act of 1933, as amended, with respect to the registration of
shares of Common Stock ($1.00 Par Value) of the Company issuable pursuant to
the Company's 1996 Stock Incentive Plan, does hereby constitute and appoint
R.L. LAMB and V.E. BRILL, and each of them, the true and lawful attorney-in-
fact of the undersigned, in the name, place and stead of the undersigned, to
sign the name of the undersigned to said Registration Statement or Registration
Statements and any Amendment or Post-Effective Amendment thereto, and to cause
the same to be filed with the Securities and Exchange Commission, it being
intended to give and hereby giving and granting unto said attorneys-in-fact,
and each of them, full power and authority to do and perform any act and thing
necessary and proper to be done in the premises as fully and to all intents and
purposes as the undersigned could do if personally present; and the undersigned
hereby ratifies and confirms all that said attorneys-in-fact, or any one of
them, shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
27th day of July, 1995.
/s/ Virgil E. Brill
Virgil E. Brill
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of THE EMPIRE DISTRICT ELECTRIC COMPANY (the "Company"), a
corporation organized and existing under the laws of the State of Kansas, which
Company proposes to file with the Securities and Exchange Commission a
Registration Statement or Registration Statements and amendments thereto under
the Securities Act of 1933, as amended, with respect to the registration of
shares of Common Stock ($1.00 Par Value) of the Company issuable pursuant to
the Company's 1996 Stock Incentive Plan, does hereby constitute and appoint
R.L. LAMB and V.E. BRILL, and each of them, the true and lawful attorney-in-
fact of the undersigned, in the name, place and stead of the undersigned, to
sign the name of the undersigned to said Registration Statement or Registration
Statements and any Amendment or Post-Effective Amendment thereto, and to cause
the same to be filed with the Securities and Exchange Commission, it being
intended to give and hereby giving and granting unto said attorneys-in-fact,
and each of them, full power and authority to do and perform any act and thing
necessary and proper to be done in the premises as fully and to all intents and
purposes as the undersigned could do if personally present; and the undersigned
hereby ratifies and confirms all that said attorneys-in-fact, or any one of
them, shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
27th day of July, 1995.
/s/ M.F. Chubb
M.F. Chubb
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of THE EMPIRE DISTRICT ELECTRIC COMPANY (the "Company"), a
corporation organized and existing under the laws of the State of Kansas, which
Company proposes to file with the Securities and Exchange Commission a
Registration Statement or Registration Statements and amendments thereto under
the Securities Act of 1933, as amended, with respect to the registration of
shares of Common Stock ($1.00 Par Value) of the Company issuable pursuant to
the Company's 1996 Stock Incentive Plan, does hereby constitute and appoint
R.L. LAMB and V.E. BRILL, and each of them, the true and lawful attorney-in-
fact of the undersigned, in the name, place and stead of the undersigned, to
sign the name of the undersigned to said Registration Statement or Registration
Statements and any Amendment or Post-Effective Amendment thereto, and to cause
the same to be filed with the Securities and Exchange Commission, it being
intended to give and hereby giving and granting unto said attorneys-in-fact,
and each of them, full power and authority to do and perform any act and thing
necessary and proper to be done in the premises as fully and to all intents and
purposes as the undersigned could do if personally present; and the undersigned
hereby ratifies and confirms all that said attorneys-in-fact, or any one of
them, shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
27th day of July, 1995.
/s/ R.D. Hammons
R.D. Hammons
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of THE EMPIRE DISTRICT ELECTRIC COMPANY (the "Company"), a
corporation organized and existing under the laws of the State of Kansas, which
Company proposes to file with the Securities and Exchange Commission a
Registration Statement or Registration Statements and amendments thereto under
the Securities Act of 1933, as amended, with respect to the registration of
shares of Common Stock ($1.00 Par Value) of the Company issuable pursuant to
the Company's 1996 Stock Incentive Plan, does hereby constitute and appoint
R.L. LAMB and V.E. BRILL, and each of them, the true and lawful attorney-in-
fact of the undersigned, in the name, place and stead of the undersigned, to
sign the name of the undersigned to said Registration Statement or Registration
Statements and any Amendment or Post-Effective Amendment thereto, and to cause
the same to be filed with the Securities and Exchange Commission, it being
intended to give and hereby giving and granting unto said attorneys-in-fact,
and each of them, full power and authority to do and perform any act and thing
necessary and proper to be done in the premises as fully and to all intents and
purposes as the undersigned could do if personally present; and the undersigned
hereby ratifies and confirms all that said attorneys-in-fact, or any one of
them, shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
27th day of July, 1995.
/s/ R.C. Hartley
R.C. Hartley
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of THE EMPIRE DISTRICT ELECTRIC COMPANY (the "Company"), a
corporation organized and existing under the laws of the State of Kansas, which
Company proposes to file with the Securities and Exchange Commission a
Registration Statement or Registration Statements and amendments thereto under
the Securities Act of 1933, as amended, with respect to the registration of
shares of Common Stock ($1.00 Par Value) of the Company issuable pursuant to
the Company's 1996 Stock Incentive Plan, does hereby constitute and appoint
R.L. LAMB and V.E. BRILL, and each of them, the true and lawful attorney-in-
fact of the undersigned, in the name, place and stead of the undersigned, to
sign the name of the undersigned to said Registration Statement or Registration
Statements and any Amendment or Post-Effective Amendment thereto, and to cause
the same to be filed with the Securities and Exchange Commission, it being
intended to give and hereby giving and granting unto said attorneys-in-fact,
and each of them, full power and authority to do and perform any act and thing
necessary and proper to be done in the premises as fully and to all intents and
purposes as the undersigned could do if personally present; and the undersigned
hereby ratifies and confirms all that said attorneys-in-fact, or any one of
them, shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
27th day of July, 1995.
/s/ J.R. Herschend
J.R. Herschend
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of THE EMPIRE DISTRICT ELECTRIC COMPANY (the "Company"), a
corporation organized and existing under the laws of the State of Kansas, which
Company proposes to file with the Securities and Exchange Commission a
Registration Statement or Registration Statements and amendments thereto under
the Securities Act of 1933, as amended, with respect to the registration of
shares of Common Stock ($1.00 Par Value) of the Company issuable pursuant to
the Company's 1996 Stock Incentive Plan, does hereby constitute and appoint
R.L. LAMB and V.E. BRILL, and each of them, the true and lawful attorney-in-
fact of the undersigned, in the name, place and stead of the undersigned, to
sign the name of the undersigned to said Registration Statement or Registration
Statements and any Amendment or Post-Effective Amendment thereto, and to cause
the same to be filed with the Securities and Exchange Commission, it being
intended to give and hereby giving and granting unto said attorneys-in-fact,
and each of them, full power and authority to do and perform any act and thing
necessary and proper to be done in the premises as fully and to all intents and
purposes as the undersigned could do if personally present; and the undersigned
hereby ratifies and confirms all that said attorneys-in-fact, or any one of
them, shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
27th day of July, 1995.
/s/ F.E. Jeffries
F.E. Jeffries
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of THE EMPIRE DISTRICT ELECTRIC COMPANY (the "Company"), a
corporation organized and existing under the laws of the State of Kansas, which
Company proposes to file with the Securities and Exchange Commission a
Registration Statement or Registration Statements and amendments thereto under
the Securities Act of 1933, as amended, with respect to the registration of
shares of Common Stock ($1.00 Par Value) of the Company issuable pursuant to
the Company's 1996 Stock Incentive Plan, does hereby constitute and appoint
R.L. LAMB and V.E. BRILL, and each of them, the true and lawful attorney-in-
fact of the undersigned, in the name, place and stead of the undersigned, to
sign the name of the undersigned to said Registration Statement or Registration
Statements and any Amendment or Post-Effective Amendment thereto, and to cause
the same to be filed with the Securities and Exchange Commission, it being
intended to give and hereby giving and granting unto said attorneys-in-fact,
and each of them, full power and authority to do and perform any act and thing
necessary and proper to be done in the premises as fully and to all intents and
purposes as the undersigned could do if personally present; and the undersigned
hereby ratifies and confirms all that said attorneys-in-fact, or any one of
them, shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
27th day of July, 1995.
/s/ R.E. Mays
R.E. Mays
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of THE EMPIRE DISTRICT ELECTRIC COMPANY (the "Company"), a
corporation organized and existing under the laws of the State of Kansas, which
Company proposes to file with the Securities and Exchange Commission a
Registration Statement or Registration Statements and amendments thereto under
the Securities Act of 1933, as amended, with respect to the registration of
shares of Common Stock ($1.00 Par Value) of the Company issuable pursuant to
the Company's 1996 Stock Incentive Plan, does hereby constitute and appoint
R.L. LAMB and V.E. BRILL, and each of them, the true and lawful attorney-in-
fact of the undersigned, in the name, place and stead of the undersigned, to
sign the name of the undersigned to said Registration Statement or Registration
Statements and any Amendment or Post-Effective Amendment thereto, and to cause
the same to be filed with the Securities and Exchange Commission, it being
intended to give and hereby giving and granting unto said attorneys-in-fact,
and each of them, full power and authority to do and perform any act and thing
necessary and proper to be done in the premises as fully and to all intents and
purposes as the undersigned could do if personally present; and the undersigned
hereby ratifies and confirms all that said attorneys-in-fact, or any one of
them, shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
27th day of July, 1995.
/s/ M.W. McKinney
M.W. McKinney
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an
officer and/or director of THE EMPIRE DISTRICT ELECTRIC COMPANY
(the "Company"), a corporation organized and existing under the
laws of the State of Kansas, which Company proposes to file with
the Securities and Exchange Commission a Registration Statement or
Registration Statements and amendments thereto under the Securi-
ties Act of 1933, as amended, with respect to the registration of
shares of Common Stock ($1.00 Par Value) of the Company issuable
pursuant to the Company's 1996 Stock Incentive Plan, does hereby
constitute and appoint R.L. LAMB and V.E. BRILL, and each of them,
the true and lawful attorney-in-fact of the undersigned, in the
name, place and stead of the undersigned, to sign the name of the
undersigned to said Registration Statement or Registration State-
ments and any Amendment or Post-Effective Amendment thereto, and
to cause the same to be filed with the Securities and Exchange
Commission, it being intended to give and hereby giving and grant-
ing unto said attorneys-in-fact, and each of them, full power and
authority to do and perform any act and thing necessary and proper
to be done in the premises as fully and to all intents and pur-
poses as the undersigned could do if personally present; and the
undersigned hereby ratifies and confirms all that said attorneys-
in-fact, or any one of them, shall lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand this 31st day of July, 1995.
/s/ M.M. Posner
M.M. Posner
