<PAGE>
Filed Pursuant to Rule 424(b)(5)
of the Rules and Regulations
Under the Securities Act of 1933
Registration Statement No. 33-56635
Prospectus Supplement
(To Prospectus Dated April 6, 1995)
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900,000 Shares
The Empire District Electric Company
Common Stock
($1.00 Par Value)
The outstanding shares of Common Stock of The Empire District Electric Company
(the "Company") are, and the shares offered hereby will be, listed on the New
York Stock Exchange. The last reported sale price of the Common Stock on such
Exchange on April 20, 1995 was $17.375 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS TO WHICH IT
RELATES. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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Price to Underwriting Proceeds to
Public Discount Company(1)
Per
Share(2)............... $ 17.25 $ 0.75 $ 16.50
Total(3)............... $15,525,000 $675,000 $14,850,000
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(1) Before deducting expenses payable by the Company estimated to be $100,000.
(2) Each share of Common Stock offered hereby will be accompanied by one-half
of a preference stock purchase right, which initially will be attached to
and trade with such share.
(3) The Company has granted to the Underwriters a 30-day option to purchase up
to 90,000 additional shares of Common Stock at the Price to Public, less
the Underwriting Discount, to cover over-allotments, if any. If all such
additional shares are purchased by the Underwriters, the total Price to
Public, Underwriting Discount and Proceeds to Company will be increased by
$1,552,500, $67,500 and $1,485,000, respectively. See "Underwriting."
The Common Stock is offered subject to receipt and acceptance by the
Underwriters, to prior sale and to the Underwriters' right to reject any order
in whole or in part and to withdraw, cancel or modify the offer without notice.
It is expected that delivery of the shares of Common Stock will be made at the
office of Salomon Brothers Inc, Seven World Trade Center, New York, New York or
through the facilities of The Depository Trust Company, on or about April 27,
1995.
Salomon Brothers Inc
A.G. Edwards & Sons, Inc.
Oppenheimer & Co., Inc.
The date of this Prospectus Supplement is April 20, 1995.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SECURITIES
HEREBY OFFERED AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE, IN THE
OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.
COMMON STOCK PRICE RANGE AND DIVIDENDS
The following table indicates the high and low sale prices of the
Common Stock of the Company as reported by The Wall Street Journal as New York
Stock Exchange composite transactions, and the amount per share of quarterly
dividends paid on such stock during the periods indicated:
COMMON STOCK DIVIDENDS
PRICE PAID PER
YEAR HIGH LOW SHARE
1993
First quarter........................ $23 1/4 $20 7/8 $0.32
Second quarter....................... 23 3/8 22 0.32
Third quarter........................ 24 3/8 22 3/8 0.32
Fourth quarter....................... 24 3/4 19 1/8 0.32
1994
First quarter........................ 20 1/2 18 5/8 $0.32
Second quarter....................... 20 16 1/8 0.32
Third quarter........................ 17 1/2 16 1/4 0.32
Fourth quarter....................... 17 15 0.32
1995
First quarter ....................... 17 5/8 16 $0.32
Second quarter (through April 20,
1995).............................. 18 17 1/4 --
The closing price on the New York Stock Exchange on April 20, 1995, was
$17.375 per share.
The Company has paid cash dividends on its Common Stock since 1944.
Dividends are customarily declared on a quarterly basis payable on the fifteenth
day of March, June, September and December.
The Company's Dividend Reinvestment and Stock Purchase Plan (the
"Plan") currently allows common and preferred stockholders to reinvest dividends
of the Company in newly issued Common Stock at 95% of the market price average.
Stockholders may also purchase, for cash and within specified limits, additional
Common Stock at 100% of market price average. The Company may elect to make
shares purchased in the open market rather than newly issued shares available
for purchase under the Plan. If the Company so elects, the purchase price to be
paid by Plan participants will be 100% of the cost to the Company of such
shares. Participants in the Plan do not pay commissions or service charges in
connection with purchases under the Plan.
The book value of the Common Stock at December 31, 1994 was $12.42 per
share.
S-2
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SUMMARY INFORMATION
The information set forth below should be read in conjunction with, and is
qualified in its entirety by, the detailed information contained in, and the
financial statements incorporated by reference into, this Prospectus Supplement
and the accompanying Prospectus.
THE COMPANY
Business.................. The Empire District Electric Company, a Kansas
corporation headquartered in Joplin, Missouri, is
an operating public utility engaged in the
generation, purchase, transmission, distribution
and sale of electricity. The Company also provides
water service to three towns in Missouri.
Service Territory......... Approximately 10,000 square miles principally in
southwestern Missouri, which includes Branson, a
growing tourist destination, and metropolitan
Joplin, with a population of approximately
130,000, and also in southeastern Kansas,
northeastern Oklahoma and northwestern Arkansas
Fuel Sources.............. Over 97.7% of the Company's total fuel requirement
was supplied by coal in 1994, with the remainder
being supplied by natural gas and oil.
Source of Operating
Revenues................ Residential 40%; Commercial 30%; Industrial 18%;
Wholesale 8%; Other 4%.
Customer Growth........... The average number served in 1994 was approximatly
3.8% higher than in 1993.
THE OFFERING
Securities Offered........ 900,000 shares of Common Stock, $1.00 par value
(1)
Common Stock Outstanding
on March 1, 1995........ 13,954,629
Current Indicated Annual
Dividend Rate........... $1.28 per share
Dividend Payment Dates.... Dividends when declared are normally paid on the
15th day of March, June, September and December.
Use of Proceeds........... To be added to the Company's general funds which
will be used to repay short-term indebtedness or
for expenses incurred in connection with the
Company's construction program.
Listed.................... New York Stock Exchange (Symbol: EDE)
CERTAIN SUMMARY FINANCIAL INFORMATION
Income Statement Data:
Twelve Months
Ended March 31, Year ended December 31,
1995 1994 1993 1992
(in thousands except per share data)
Operating Revenues ............... $178,480 $177,757 $168,439 $150,302
Operating Income ................. 32,536 32,005 29,291 30,090
Net Income ....................... 20,506 19,683 15,936 16,905
Earnings Applicable to Common
Stock .......................... 18,435 18,120 15,551 16,513
Earnings Per Share of Common
Stock .......................... 1.33 1.32 1.16 1.26
Dividends Per Share of Common
Stock .......................... 1.28 1.28 1.28 1.26
Capitalization Of The Company At December 31, 1994:
S-3
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<TABLE>
<CAPTION>
Actual As Adjusted (2)
Amount (3) Percentage Amount Percentage
(all dollar amounts in thousands)
<S> <C> <C> <C> <C>
First Mortgage Bonds Not Due Within
One Year ........................ $184,977 47.2% $194,977 46.8%
Preferred Stock ................... 32,902 8.4 32,902 7.9
Common Stock Equity ............... 173,780 44.4 188,630 45.3
-------- ----- -------- -----
Total Capitalization ............ $391,659 100.0% $416,509 100.0%
<FN>
(1) Assumes that the Underwriters' over-allotment option is not exercised. See
"Underwriting."
(2) Includes adjustments to reflect the issuance of the Common Stock offered
hereby and $10,000,000 aggregate principal amount of the Company's First
Mortgage Bonds, 7.60% Series due 2005 which the Company is offering
concurrently. See "Use of Proceeds."
(3) At March 31, 1995, the Company also had outstanding $18.5 million of
indebtedness incurred to provide interim financing for the Company's
construction program. See "Use of Proceeds."
</TABLE>
S-4
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USE OF PROCEEDS
The net proceeds to the Company from the sale of the Common Stock
offered hereby, after deducting the underwriting discount and estimated offering
expenses, are expected to be approximately $14.8 million (approximately $16.2
million if the Underwriters' over-allotment option is exercised in full). The
Company is concurrently offering to the public, by a separate prospectus,
$10,000,000 aggregate principal amount of its First Mortgage Bonds, 7.60% Series
due 2005. The net proceeds from the two offerings will be added to the Company's
general funds, which will be used to repay short-term indebtedness or for
expenses incurred in connection with the Company's construction program. The
sale of the Common Stock offered hereby is not contingent on the sale of such
First Mortgage Bonds. At March 31, 1995, the Company had outstanding $18.5
million of short-term indebtedness bearing interest at an average rate of 6.2%
per annum. For further information with respect to the Company's construction
program, reference is made to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994 and other documents incorporated by
reference.
RECENT DEVELOPMENTS
The Company's First Mortgage Bonds are rated A+, A1 and A- by Duff &
Phelps Credit Rating Co. ("Duff & Phelps"), Moody's Investors Services, Inc.
("Moody's") and Standard & Poor's Corporation, respectively. While Moody's
reaffirmed its rating in a press release dated April 13, 1995, it stated that
the Company's rating outlook is unfavorable because "expected rate relief may
jeopardize the Company's currently strong competitive position in an era of
increasing deregulation." The rating assigned by Duff & Phelps is under review
and may be subject to possible lowering.
UNDERWRITING
The Underwriters named below have severally agreed to purchase from the
Company the following respective numbers of shares of Common Stock offered
hereby:
UNDERWRITER NUMBER OF SHARES
Salomon Brothers Inc ................................ 300,000
A.G. Edwards & Sons,
Inc. ................................................ 300,000
Oppenheimer & Co., Inc. ............................. 300,000
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Total ............................................... 900,000
=======
The Company has granted to the Underwriters an option, expiring on the
thirtieth day after the date of the initial public offering of the Common Stock
offered hereby, to purchase up to 90,000 additional shares of Common Stock at
the public offering price less the underwriting discount, all as set forth on
the cover page of this Prospectus Supplement. The Underwriters may exercise such
option only to cover over-allotments in the sale of the shares of Common Stock.
The Purchase Agreement provides that the obligations of the
Underwriters are subject to certain conditions precedent. The Underwriters will
be obligated to purchase all of the 900,000 shares of Common Stock offered
hereby if any are purchased.
The Company has been advised by the Underwriters that the several
Underwriters propose initially to offer the Common Stock to the public at the
public offering price set forth on the cover page of this Prospectus Supplement,
and to certain dealers at such price less a concession not in excess of $0.45
per share. The Underwriters may allow, and such dealers may reallow, a
concession not in excess of $0.05 per share to other dealers. After the initial
public offering, the public offering price and such concessions may be changed.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, and to
contribute to payments that the Underwriters may be required to make in respect
thereof.
S-5
<PAGE>
PROSPECTUS
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THE EMPIRE DISTRICT ELECTRIC COMPANY
Common Stock
The Empire District Electric Company (the "Company") intends at one
time, or from time to time, to issue and sell up to an aggregate of 1,800,000
additional shares of Common Stock, $1.00 par value, together with the related
Preference Stock Purchase Rights (collectively, the "Additional Common Stock")
on terms to be determined at the time or times of offering. The number of shares
being sold, initial public offering price, underwriting discounts, proceeds to
the Company and other terms of each offering will be set forth in a Prospectus
Supplement ("Prospectus Supplement") to be delivered in connection with such
public offering(s) of the Additional Common Stock.
The Company's Common Stock is listed on the New York Stock Exchange.
________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
________________________
The Company may sell the Additional Common Stock in any of the
following ways: (i) through underwriters or dealers; (ii) directly to a limited
number of purchasers or to a single purchaser; or (iii) through agents. The
names of any such underwriters or agents and any applicable commissions or
discounts will be set forth in an accompanying Prospectus Supplement. See "Plan
of Distribution" herein.
________________________
The date of this Prospectus is April 6, 1995.
1
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance therewith
files reports and other information with the Securities and Exchange Commission
(the "Commission") which may be inspected and copied at the offices of the
Commission, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549; 500 West
Madison Street, suite 1400, Chicago, Illinois 60661; and 7 World Trade Center,
suite 1300, New York, New York 10048, and copies of such material can be
obtained from the Public Reference Section of the Commission, Washington, D.C.
20549, at prescribed rates. Securities of the Company are listed on the New York
Stock Exchange ("NYSE") and reports, proxy statements and other information
concerning the Company may be inspected at the office of the NYSE at 20 Broad
Street, New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed by the Company with the Commission are
incorporated herein by reference as of their respective filing dates:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994 (File No. 1-3368).
(b) Current Report on Form 8-K dated March 27, 1995 (File No. 1-3368).
(c) 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."
(d) 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), filed pursuant to Section 12(b) of the Exchange
Act.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to
the termination of the offering of the securities offered hereby shall be deemed
to be incorporated by reference in this Prospectus and to be a part hereof from
the date of filing of such documents.
The Company hereby undertakes to provide without charge to each person
to whom a copy of the Prospectus has been delivered, on the request of any such
person, a copy of any or all of the documents referred to above which have been
or may be incorporated in this Prospectus by reference, other than exhibits to
such documents. Requests for such copies should be directed to The Empire
District Electric Company, P.O. Box 127, Joplin, Missouri 64802. Attention: Vice
President--Finance, (417) 625-5100.
THE COMPANY
The Company, a Kansas corporation organized in 1909, is a public
utility engaged in the generation, purchase, transmission, distribution and sale
of electricity in parts of Missouri, Kansas, Oklahoma and Arkansas. The Company
also provides water service to three towns in Missouri. The executive offices of
the Company are located at 602 Joplin Street, Joplin, Missouri, 64801, and its
telephone number is (417) 625-5100.
USE OF PROCEEDS
The use of proceeds from the sale of Additional Common Stock will be
set forth in the Prospectus Supplement by which such Additional Common Stock is
offered.
PLAN OF DISTRIBUTION
The Company may sell Additional Common Stock in any of the following
ways: (i) through underwriters or dealers; (ii) directly to a limited number of
purchasers or to a single purchaser; or (iii) through agents. The Prospectus
Supplement with respect to the shares of Additional Common Stock being offered
thereby sets forth the terms of the offering of such shares of Additional Common
Stock, including the name or names of any underwriters, the purchase price
thereof and the proceeds to the Company from such sale, any underwriting
discounts and other items constituting underwriters' compensation, any initial
public offering price and any discounts or concessions allowed or reallowed or
paid to dealers and any securities exchanges on which such shares of Additional
Common Stock may be listed. Only underwriters named in a Prospectus Supplement
are deemed to be underwriters in connection with the Additional Common Stock
offered thereby.
2
<PAGE>
If underwriters are used in the sale of the Additional Common Stock,
such Additional Common Stock will be acquired by the underwriters for their own
account and may be resold from time to time in one or more transactions,
including negotiated transactions, at a fixed public offering price or at
varying prices determined at the time of sale. The Additional Common Stock may
be either offered to the public through underwriting syndicates (which may be
represented by managing underwriters designated by the Company), or directly by
one or more underwriters acting alone. Unless otherwise set forth in the
Prospectus Supplement, the obligations of the underwriters to purchase the
Additional Common Stock offered thereby will be subject to certain conditions
precedent, and the underwriters will be obligated to purchase all the shares of
Additional Common Stock offered thereby if any are purchased. Any initial public
offering price and any discounts or concessions allowed or reallowed or paid to
dealers may be changed from time to time.
Additional Common Stock may be sold directly by the Company or through
agents designated by the Company from time to time. The Prospectus Supplement
with respect to Additional Common Stock sold in this manner sets forth the name
of any agent involved in the offer or sale of the Additional Common Stock as
well as any commissions payable by the Company to such agent. Unless otherwise
indicated in the Prospectus Supplement, any such agent is acting on a best
efforts basis for the period of its appointment.
If dealers are utilized in the sale of any shares of Additional Common
Stock, the Company will sell such Additional Common Stock to the dealers, as
principal. Any dealer may then resell such Additional Common Stock to the public
at varying prices to be determined by such dealer at the time of resale. The
name of any dealer and the terms of the transaction will be set forth in the
Prospectus Supplement with respect to the Additional Common Stock being offered
thereby.
Agents, underwriters and dealers may be entitled under agreements
entered into with the Company to indemnification by the Company against certain
civil liabilities, including liabilities under the Securities Act of 1933, or to
contribution with respect to payments which the agents, underwriters or dealers
may be required to make in respect thereof. Agents, underwriters and dealers may
be customers of, engage in transactions with, or perform services for the
Company in the ordinary course of business.
LEGAL MATTERS
Certain legal matters in connection with the Additional Common Stock
are being passed upon by Spencer, Scott & Dwyer, P.C., Joplin, Missouri;
Anderson, Byrd, Richeson & Flaherty, Ottawa, Kansas; Brydon, Swearengen &
England, Professional Corporation, Jefferson City, Missouri; and Cahill Gordon &
Reindel, New York, New York, counsel for the Company. Certain legal matters are
being passed upon for the underwriters or purchasers by Thompson & Mitchell, St.
Louis, Missouri. Cahill Gordon & Reindel is relying as to matters of Kansas law
upon the opinion of Anderson, Byrd, Richeson & Flaherty, as to matters of
Missouri law upon the opinion of Spencer, Scott & Dwyer, P.C. and as to matters
relating to the Missouri, Arkansas and Oklahoma public utility commissions upon
the opinion of Brydon, Swearengen & England, Professional Corporation.
EXPERTS
The audited financial statements and financial statement schedule of
the Company incorporated in this Prospectus by reference to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1994 have been so
incorporated in reliance on the report of Price Waterhouse LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.
3
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No dealer, salesman, or any other person has been authorized to give any
information, or to make any representations, other than those contained in this
Prospectus Supplement or the Prospectus in connection with the offer contained
in this Prospectus Supplement and the Prospectus and, if given or made, such
information or representations must not be relied upon as having been authorized
by the Company or any Underwriter. This Prospectus Supplement and the Prospectus
are not an offer to sell or a solicitation of an offer to buy any securities in
any jurisdiction in which it is unlawful to make such offer or solicitation.
Neither the delivery of this Prospectus Supplement and the Prospectus nor any
sale made hereunder and thereunder shall, under any circumstances, create an
implication that there has been no change in the affairs of the Company since
the date hereof.
Table of Contents
PAGE
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Prospectus Supplement
Common Stock Price Range and
Dividends............................ S-2
Summary Information.................. S-3
Use of Proceeds ..................... S-4
Recent Developments.................. S-4
Underwriting ........................ S-4
Prospectus
Available Information ............... 2
Incorporation of Certain Documents
by Reference ...................... 2
The Company ......................... 2
Use of Proceeds ..................... 2
Plan of Distribution ................ 2
Legal Matters ....................... 3
Experts.............................. 3
900,000 Shares
The Empire District
Electric Company
Common Stock
($1.00 Par Value)
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Salomon Brothers Inc
A.G. Edwards & Sons, Inc.
Oppenheimer & Co., Inc.
Prospectus Supplement
Dated April 20, 1995
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