Registration No. 33-54539
______________________________________________________________________________
______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________
THE EMPIRE DISTRICT ELECTRIC COMPANY
(Exact name of registrant as specified in charter)
__________________
Kansas 44-0236370
(State of Incorporation) (IRS Employer Identification No.)
602 Joplin Street
Joplin, Missouri 64801
(417) 623-4700
(Address, including zip code, and telephone
number, including area code, of registrant's
principal executive offices)
R.L. LAMB, President
The Empire District Electric Company
602 Joplin Street
Joplin, Missouri 64801
(417) 623-4700
(Name, address and telephone number, including area code,
of agent for service)
__________________
Approximate date of commencement or proposed sale to the public: As soon
as practicable after the registration statement becomes effective.
If the only securities being registered on this form are being
offered pursuant to dividend or interest reinvestment plans, please check
the following box. /_X/
If any of the securities being registered on this form are to
be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in conection
<PAGE>
with dividend or interest reinvestment plans, please check the following
box. / /
CALCULATION OF REGISTRATION FEE
_________________________________________________________________
_________________________________________________________________
Proposed Proposed
Maximum Maximum
Title of Each Amount Offering Aggregate Amount of
Class of Securities to be Price Per Offering Registration
to be Registered Registered Unit(1)(2) Price (1) Fee(2)(3)
Common Stock(4)
($1 par value)........1,300,000 $15.62 $20,306,000 $7,003
_________________________________________________________________
_________________________________________________________________
(1) Estimated solely for the purpose of computing the registration fee.
(2) Pursuant to Rule 457(c), the registration fee has been calculated
based on 95% of the average of the high and low sale prices reported
on July 8, 1994.
(3) Previously paid.
(4) Including the related Preference Stock Purchase Rights.
__________________
Pursuant to Rule 429 of the General Rules and Regulations under
the Securities Act of 1933, as amended, this Registration Statement also
serves as a Post-Effective Amendment to Registration Statement
No. 33-35308.
<PAGE>
THE EMPIRE DISTRICT ELECTRIC COMPANY
Dividend Reinvestment and Stock Purchase Plan
Common Stock, $1 Par Value
____________________
The Dividend Reinvestment and Stock Purchase Plan (the "Plan")
of The Empire District Electric Company (the "Company") provides stockhold-
ers with a convenient method of purchasing additional shares of common
stock without payment of any brokerage commission or service charge. Any
holder of record of shares of common or cumulative preferred stock is eli-
gible to join the Plan.
Participants in the Plan may:
` have cash dividends on their shares of common and/or cumulative
preferred stock automatically reinvested, or
` continue to receive their cash dividends on shares registered
in their names and invest by making optional cash payments of
not less than $50 nor more than $3,000 per quarter, or
` invest both their cash dividends and such optional cash
payments.
The Company will have the sole option to determine whether or
not and if at all to what extent the Company will make available authorized
and unissued shares of its common stock for purchase pursuant to the Plan.
The Company will provide notice in its quarterly reports to shareholders
(or by any other method the Company may determine to use) of each decision
to cease or commence making available authorized and unissued shares of
common stock for purchase pursuant to the Plan. The Company will use its
best efforts to provide such notice at least 30 days prior to the Quarterly
Investment Date (as defined below) as of which such change will occur. As
of the date of this Prospectus, authorized and unissued shares are being
made available for purchase under the Plan, but the Company may cease mak-
ing such shares available for such purpose at any time, although it has no
current intention so to do.
The price of authorized and unissued shares of common stock
purchased by participants in the Plan with reinvested dividends on any
investment date will be 95% of the average of the closing prices of the
common stock on the New York Stock Exchange -- Composite Transactions for
the period of five trading days ending with March 15, June 15, September 15
and December 15 (or the next succeeding business day if any such date
should not be a business day), respectively, of each year ("Quarterly
Investment Dates"). The price of authorized and unissued shares of common
<PAGE>
-2-
stock purchased by participants on any Quarterly Investment Date with
optional cash payments will be 100% of such amount. The price of shares of
common stock purchased on the market, whether with reinvested dividends or
optional cash payments, will be 100% of the average, or weighted average if
shares are purchased on more than one day, of the cost of such shares.
The Quarterly Investment Dates correspond to the dividend pay-
ment dates for the common stock. Dividends on the cumulative preferred
stock are payable on March 1, June 1, September 1 and December 1.
This Prospectus relates to 1,321,961 shares of common stock of
the Company which have been registered under the Securities Act of 1933 for
sale under the Plan. It is suggested that this Prospectus be retained for
future reference. The Company's principal executive office is located at
602 Joplin Street, Joplin, Missouri 64801 and its telephone number is
(417) 623-4700.
____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR BY ANY
STATE SECURITIES COMMISSION NOR HAS THE 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 date of this Prospectus is March 15, 1995.
<PAGE>
AVAILABLE INFORMATION
The Empire District Electric Company (the "Company")
is subject to the informational requirements of the Securities
Exchange Act of 1934 ("Exchange Act") and in accordance there-
with files reports and other information with the Securities
and Exchange Commission (the "Commission"). Such reports,
proxy statements and other information may be inspected and
copied at the offices of the Commission, Room 1024, 450 Fifth
Street, N.W., Washington, D.C.; suite 1400, 500 West
Madison Street, Chicago, Illinois; and suite 1300, Seven World
Trade Center, New York, New York and copies of such material may
be obtained from the public reference section of the Commission
at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. Securities of the Company are listed on the New York
Stock Exchange and reports, proxy statements and other informa-
tion concerning the Company may be inspected at the office of
such Exchange, 20 Broad Street, New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by
the Company are incorporated herein by reference as of their
respective filing dates:
(a) The Company's Annual Report on Form 10-K (the
"Form 10-K") for the fiscal year ended December 31, 1994
(File No. 1-3368).
(b) 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 "Descrip-
tion of Common Stock."
(c) The description of the Company's Preference
Stock Purchase Rights as set forth in the Company's Regis-
tration 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 Sec-
tions 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 the filing of such documents.
<PAGE>
-2-
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 (without
exhibits) of any of the documents incorporated by reference
herein. Requests for such copies should be directed to The
Empire District Electric Company, P.O. Box 127, Joplin, Mis-
souri 64802, Attention: Secretary-Treasurer (telephone:
(417) 623-4700).
<PAGE>
-3-
THE PLAN
The following is a question and answer statement of
the Dividend Reinvestment and Stock Purchase Plan of The Empire
District Electric Company:
Purpose
1. What is the purpose of the Plan and how will the Com-
pany use the proceeds it receives from the sale of
any shares of authorized and unissued common stock
pursuant to the Plan?
The purpose of the Plan is to provide holders of
record of shares of common stock and cumulative preferred stock
with a simple and convenient method of investing cash dividends
and/or optional cash payments in shares of common stock without
payment of any brokerage commission or service charge. The net
proceeds to be received by the Company from the sale of any
shares of authorized and unissued common stock sold pursuant to
the Plan will be added to the Company's general funds and used
primarily for the construction, completion, extension or
improvement of its facilities or for the improvement or mainte-
nance of its service. The Company has no basis for determining
the number of shares of authorized and unissued common stock
that will ultimately be sold pursuant to the Plan or the prices
at which such shares will be sold.
Advantages
2. What are some of the advantages of the Plan?
Participants in the Plan may (a) have cash dividends
on their common and/or cumulative preferred stock automatically
reinvested, or (b) continue to receive their cash dividends on
shares registered in their names and invest by making optional
cash payments of not less than $50 at any one time nor more
than $3,000 per quarter, or (c) invest both their cash divi-
dends and such optional cash payments. To the extent that the
Company determines, in its sole discretion, to make authorized
and unissued shares available for purchase pursuant to the
Plan, the price of such newly issued shares of common stock
purchased with reinvested dividends will be 95% of the market
price averages determined as set forth in Question 10. The
price of authorized and unissued shares of common stock pur-
chased with optional cash payments will be 100% of such market
price averages. The price of shares of common stock purchased
<PAGE>
-4-
on the market will be 100% of the cost thereof. Stockholders
will not receive any discount except on newly issued shares
purchased with reinvested dividends pursuant to the Plan.
As of the date of this Prospectus, the Company is
making newly issued shares available for purchase under the
Plan thereby entitling participants to the 5% purchase price
discount on shares purchased with reinvested dividends. The
Company is under no obligation, however, to continue making
newly issued shares availiable for purchase under the Plan and
may, in its sole discretion, cease making such shares available
to Plan participants.
No commission or service charge is paid by partici-
pants in connection with purchases under the Plan. Full
investment of funds is possible under the Plan because the Plan
permits fractions of shares, as well as full shares, to be
credited to participants' accounts. In addition, dividends in
respect of such fractions, as well as in respect of full
shares, will be credited to participants' accounts. Partici-
pants can avoid the cumbersome safekeeping of certificates for
shares credited to their accounts under the Plan. Regular
quarterly statements of account provide simplified
recordkeeping. There are no brokerage fees when shares are
purchased, and bank charges and other costs are to be paid by
the Company.
Participants should recognize, however, that they
cannot be assured of a profit or protected against a loss on
any shares purchased under the Plan.
Administration
3. Who administers the Plan for the participants?
Chemical Bank (the "Bank") administers the Plan and
makes purchases of shares as agent for the participants. The
Bank will keep a record of participation by stockholders and
send to participants a quarterly statement of their accounts
under the Plan. Shares of common stock purchased under the
Plan will be registered in the name of the Bank (or its nomi-
nee), as agent for participants in the Plan. Should it ever
become necessary or desirable to replace the Bank as agent, a
successor agent would be appointed by the Company.
<PAGE>
-5-
Participation
4. Who is eligible to participate?
All holders of record of common and/or cumulative
preferred stock of the Company are eligible to participate in
the Plan. In order to participate in the Plan, beneficial own-
ers of stock of the Company whose shares are held for them and
registered in names other than their own, such as in the names
of brokers, bank nominees or trustees, must become stockholders
of record by having shares transferred into their names, unless
the Company agrees otherwise.
5. When and how may an eligible stockholder join the
Plan?
A stockholder of record may join the Plan at any time
by signing an Authorization Form and returning it to the Bank.
A postage-paid envelope is provided for this purpose. An
Authorization Form may be obtained at any time by written
request to the Bank at the address shown under Question 30.
Participation for reinvestment of dividends will com-
mence on the next succeeding March 15, June 15, September 15
or December 15, or if any such date is not a business day, then
on the next succeeding business day ("Quarterly Investment
Dates") after receipt of an Authorization Form, provided such
form is received by the Bank on or prior to the record date for
such dividend. If the Authorization Form is not received in
time, participation through reinvestment of dividends will be
delayed until the next succeeding Quarterly Investment Date.
Record dates for common stock dividends will generally be
March 1, June 1, September 1 and December 1, and, for cumula-
tive preferred stock dividends, February 15, May 15, August 15
and November 15.
Optional cash payments received by the Bank prior to
a Quarterly Investment Date will be invested as of such date
providing the Authorization Form has been received by the Bank
at least 5 days prior thereto. (See Question 13.)
6. What does the Authorization Form provide?
Separate Authorization Forms will be provided for the
common stock and the cumulative preferred stock. An Authoriza-
tion Form (a) authorizes the Company to pay to the Bank all of
the participating stockholder's cash dividends on the shares of
<PAGE>
-6-
common stock or cumulative preferred stock registered in the
stockholder's own name as well as on the shares of common stock
held for such stockholder in the Plan, and (b) authorizes the
Bank to apply all of the participant's cash dividends and
optional cash payments, if any, to the purchase of shares of
common stock.
If the "Optional Cash Payments Only" box on the
Authorization Form is checked, the Company will continue to pay
cash dividends to the participant on shares registered in the
participant's name in the usual manner, but the Bank will apply
any optional cash payments received and dividends on shares of
common stock credited to the participant's Plan account to the
purchase of shares of common stock.
A holder of both common stock and cumulative pre-
ferred stock who wishes to participate in the Plan has the
option of having cash dividends on either such common stock or
such cumulative preferred stock, or both, reinvested under the
Plan. In order to have dividends paid on both such common
stock and cumulative preferred stock reinvested under the Plan,
the stockholder must return the separate Authorization Forms
which such holder will receive for such stock in a timely
manner.
Likewise, a stockholder having shares of common stock
and/or shares of cumulative preferred stock registered in more
than one name (for example, some shares registered in the name
of "John Smith" and others registered in the name of "John J.
Smith") or in the same name but at a different address may
authorize the reinvestment of dividends on shares registered in
one such name or at one address and not authorize the reinvest-
ment of dividends on the shares registered in the other name or
at another address. A stockholder having shares so registered
in more than one name will receive an Authorization Form for
each such registration. If this occurs, the stockholder has
the choice of returning any one or more of such Authorization
Forms, but must return all Authorization Forms in order to
reinvest all cash dividends paid on such stockholder's common
and/or cumulative preferred stock.
<PAGE>
-7-
Costs
7. Are there any out-of-pocket expenses to stockholders
who participate in the Plan?
There are no out-of-pocket expenses to participants
when shares are purchased. There are no brokerage fees when
shares are purchased, and bank charges and other Plan costs are
generally to be paid by the Company. In certain cases, how-
ever, charges described in Questions 19 and 21 may be incurred
by the participant upon withdrawal from the Plan or upon termi-
nation of the Plan by the Company.
Source of Shares
8. What is the source of shares purchased under the
Plan?
The Company has the sole discretion to determine
whether shares purchased under the Plan will come from the
authorized but unissued shares of common stock of the Company
or from shares purchased on the open market by the Bank as
agent for Plan participants.
As of the date of this Prospectus, newly issued
shares are being made available for purchase under the Plan.
The Company will use its best efforts to provide the notice
described on the cover page of this Prospectus when it elects
to cease making such shares available for purchase (in which
case shares purchased by the Bank on the open market will be
used), and when any subsequent decision to use or cease using
newly issued shares is made. (See Question 2.)
Purchases
9. How many shares of common stock will be purchased for
participants?
The entire dividend of each participating stockholder
(see Question 6), including that portion received on full and
fractional shares of common stock which have been credited to
such stockholders' account under the Plan, with the exception
of dividends payable to certain participating foreign stock-
holders and dividends subject to back-up withholding (see
Question 24), will be used to purchase shares.
<PAGE>
-8-
The number of shares of common stock to be purchased
depends on the amount of the participant's dividends and
optional cash payments, if any, and the price of the shares.
Each participant's account will be credited with that number of
shares, including fractions computed to four decimal places,
equal to the amount to be invested divided by the applicable
purchase price.
10. What will be the price of shares of common stock pur-
chased under the Plan?
The price of authorized and unissued shares of common
stock purchased by participants on any Quarterly Investment
Date with reinvested dividends will be 95% of the average of
the closing prices of the common stock on the New York Stock
Exchange -- Composite Transactions for the period of five trad-
ing days ending with such Quarterly Investment Date. The price
of authorized and unissued shares of common stock purchased by
participants on any Quarterly Investment Date with optional
cash payments will be 100% of such average.
The price of shares of common stock purchased by the
Bank on the market, whether with reinvested dividends or
optional cash payments, will be 100% of the average, or
weighted average if shares are purchased on more than one day,
cost thereof. In all instances, the price of the common stock
for shares purchased under the Plan will be computed to the
nearest cent. No authorized and unissued shares will be pur-
chased under the Plan at less than the par value ($1.00) of
such shares.
11. When will cash dividends be invested?
Cash dividends on both the common stock and the cumu-
lative preferred stock payable to a participant will be
invested at the close of business on the Quarterly Investment
Dates. Holders of record of cumulative preferred stock consid-
ering participation in the Plan should note that dividends on
the cumulative preferred stock are paid on March 1, June 1,
September 1 and December 1, which dates are not less than four-
teen days before the respective Quarterly Investment Dates. No
interest will be paid by the Company or the Bank on the amount
of dividends held pending investment on a Quarterly Investment
Date.
<PAGE>
-9-
Optional Cash Payments
12. How are optional cash payments made?
The option to make cash payments is available to each
participant each quarter. Optional cash payments by a partici-
pant cannot be less than $50 at any one time nor more than
$3,000 per quarter. Receipt of all cash payments will be
acknowledged in writing.
An optional cash payment may be made by a participant
when enrolling by enclosing a check payable to the Bank with
the Authorization Form. Thereafter optional cash payments may
be made through the use of cash payment forms sent to partici-
pants by the Bank. The same amount of money need not be sent
each quarter and there is no obligation to make an optional
cash payment each quarter.
13. When will optional cash payments be invested?
On each Quarterly Investment Date any optional cash
payment received from a participant during the quarter preced-
ing such Quarterly Investment Date will be applied by the Bank
to the purchase of additional shares of common stock; provided,
however, that except for the initial optional cash payment
accompanying an Authorization Form, any optional cash payment
received by the Bank more than 30 days before a Quarterly
Investment Date may be returned by the Bank to the sender.
No interest will be paid by the Company or the Bank
on optional cash payments. It is therefore strongly suggested
that any optional cash payment a participant wishes to make be
sent so as to reach the Bank shortly before a Quarterly Invest-
ment Date. (See Question 5.)
14. May a participant withdraw an optional cash payment?
Yes. A participant may withdraw an optional cash
payment by sending to the Bank written notice of his or her
intention to make such withdrawal, provided, however, that the
Bank must have received such written notice not later than 48
hours before the next Quarterly Investment Date.
<PAGE>
-10-
Statements
15. How will a participating stockholder be advised of
his purchase of stock?
A participating stockholder will receive a statement
advising him of his purchase of shares of common stock after
each Quarterly Investment Date. These statements are the
stockholder's continuing record of the cost of his or her pur-
chases and should be retained for income tax purposes. The
participant will also receive a copy of the income tax informa-
tion reported to the Internal Revenue Service.
16. What communications will the participating stock-
holder receive from the Company?
Each participating stockholder will receive a copy of
the Company's current quarterly report to stockholders, as well
as all other communications which are sent to stockholders,
including the Notice of Annual Meeting of Stockholders and
Proxy Statement, a proxy covering all shares registered in the
participating stockholder's name and the shares held for him or
her in the Plan, and income tax information for reporting divi-
dends received.
Dividends
17. Will participants be credited with dividends on the
fractional shares held in the Plan?
Yes. Such dividends will be computed to four decimal
places.
Certificates
18. Will certificates be issued for the shares purchased?
Normally, certificates for shares purchased through
the Plan will not be issued to participants. Instead, the
shares purchased for each participating stockholder will be
held to the credit of his or her account by the Bank's nominee
for the Plan and will be shown on the participant's Plan state-
ment. This method provides added protection against loss,
theft or inadvertent destruction of stock certificates and per-
mits the ownership of fractional shares.
<PAGE>
-11-
When a participant withdraws from the Plan or upon
termination of the Plan by the Company, certificates for whole
shares will be issued. Certificates for any number of whole
shares will also be issued upon the written request of a par-
ticipant who wishes to remain in the Plan. Such a request
should be mailed to the Bank at the address shown under
Question 30.
Shares of common stock credited to the account of a
participant may not be pledged. A participant who wishes to
pledge such shares must request that a certificate for the
shares be issued in such participant's name.
Certificates for fractional shares will not be issued
under any circumstances.
19. What happens to a fractional share (i) when a par-
ticipant remains in the Plan but requests a certifi-
cate for whole shares or withdraws from the Plan or
(ii) if the Plan is terminated by the Company?
As long as the participant remains in the Plan, the
balance in his or her account, including any fractional share,
will continue to be maintained to the credit of his or her
account.
When the stockholder withdraws from the Plan or the
Company terminates the Plan, a cash adjustment representing the
fractional share will be mailed directly to the stockholder.
The cash payment to each such stockholder will be based on the
current market price of shares of common stock of the Company
on the New York Stock Exchange at the time of the sale of the
fractional share. The payment will be reduced by the portion
of the brokerage fee and stock transfer tax, if any, applicable
to the fractional share.
20. In whose name will certificates for whole shares be
issued?
The accounts in the Plan will be maintained in the
participant's name as shown on the Company's stockholder
records at the time the participant enters the Plan, unless
subsequently changed at the written request of the stockholder.
Certificates for whole shares will be similarly registered when
issued.
<PAGE>
-12-
Withdrawal
21. How does a participating stockholder withdraw from
the Plan?
In order to withdraw from the Plan, a participating
stockholder must notify the Bank in writing at the address
shown under Question 30 that he or she wishes to withdraw.
Upon withdrawal from the Plan, the stockholder may, if he or
she desires, also request the Bank to sell all of the shares,
both whole and fractional, held in the stockholder's account in
the Plan. If the stockholder requests the Bank to sell all of
said shares, the Bank will pay the stockholder the proceeds
from the sale less a handling charge, brokerage commissions and
the amount of any applicable stock transfer tax.
22. When may a stockholder withdraw from the Plan?
If the request to withdraw is received by the Bank
prior to the record date for the next dividend on the common
stock or the cumulative preferred stock, as the case may be
(see Question 5), no purchase of additional shares will be made
with the dividend. Instead, the dividend will be paid in cash,
a certificate for whole shares will be issued, cash payment
will be made for any fractional share (see Question 19) and all
subsequent dividends will be paid in cash unless the stock-
holder re-enrolls in the Plan, which the stockholder may do at
any time.
If the request to withdraw is received by the Bank on
or after the record date for the next dividend on the common
stock or the cumulative preferred stock, as the case may be,
the dividend will be used to purchase shares of common stock
under the Plan and the stockholder will receive a certificate
for whole shares and cash payment for any fractional share,
including any whole and fractional shares purchased with the
dividend. All subsequent dividends will be paid in cash unless
the stockholder re-enrolls in the Plan, which the stockholder
may do at any time.
Any optional cash payment received from a participant
after timely receipt by the Bank from such participant of a
notice of withdrawal will not be invested but will be returned
to the participant. (See Question 14.)
<PAGE>
-13-
Tax Consequences
23. What are the federal income tax consequences of par-
ticipation in the Plan?
Participants in the Plan, generally speaking, have
the same federal income tax obligations with respect to their
dividends as do the holders of common and cumulative preferred
stock who are not participating in the Plan. This means that
cash dividends which a participant reinvests under the Plan will
be taxable as having been received even though the participant
does not actually receive them in cash but, instead, uses them
to purchase common stock under the Plan.
The Internal Revenue Service has ruled on a plan
similar to the Company's Plan that the full fair market value
of the shares on the date purchased with reinvested dividends
is taxable as dividend income to the participant. This means
that in addition to the reinvested dividends being taxable, the
amount of any discount from the fair market value of the shares
is also taxable as dividend income to the participant in the
year the shares are purchased. It should be noted that the
fair market value of the common stock on the day purchased is
likely to vary from the price at which authorized and unissued
common stock is purchased. (See Question 10 for a description
of the method of determining such price).
The tax basis for a share or any fraction thereof
credited to a participant's account under the Plan will, as a
general rule, be equal to the amount paid for the shares plus
any discount from fair market value at the time of purchase
plus, in certain instances, as described below, brokerage com-
missions paid by the Company in respect of acquisition of
shares on the market. While a participant will not realize any
taxable income when he or she receives certificates for whole
shares credited to his or her account under the Plan (as for
example when he or she withdraws from the Plan or for other
reasons requests such certificates), gain or loss will be real-
ized by the participant when whole shares are sold, in an
amount equal to the difference between the amount received for
such shares and the participant's tax basis in those shares. A
participant will also realize gain or loss upon receipt of cash
payments in lieu of fractional shares on withdrawal from or
termination of the Plan. Gain or loss realized upon a sale of
shares, or upon receipt of cash payment in lieu of fractional
shares on withdrawal from or termination of the Plan, will be
capital gain or loss if such shares were held as capital assets
<PAGE>
-14-
and will be long-term capital gain or loss if such shares or
fractional shares were held for more than one year.
The federal income tax consequences of participation
in the Plan described above do not apply to shares of Company
common stock received as qualified reinvested dividends under
federal income tax legislation, pursuant to which an individual
United States stockholder was entitled to elect to exclude from
income up to an aggregate of $750 ($1,500 in case of a joint
return) of dividends (including the 5% discount) received in
each of the taxable years 1982-1985 in the form of qualified
common stock of a qualified public utility distributed through
a dividend reinvestment plan. Affected participants should
consult their tax advisors regarding the federal income tax
consequences of qualified reinvested dividends during the
1982-1985 taxable years.
Payment by the Company of brokerage commissions and
Bank fees on a participant's behalf with respect to shares
acquired on the market will be reported as additional taxable
income to the participant. If the participant itemizes tax
deductions, such Bank fees, but not such brokerage commissions,
will be deductible by individuals who itemize their deductions,
subject to the limitations contained in the Internal Revenue
Code. Such brokerage commissions may be added to the basis of
the stock.
Eligible stockholders should consult their tax advi-
sors as to the federal income tax consequences of Plan partici-
pation to them in their particular situations, as to rules
applicable in special circumstances, such as death of a par-
ticipant or a gift of shares held under the Plan or other tax
consequences, and as to the tax consequences of Plan participa-
tion under applicable state and local income tax laws.
24. What provision is made for foreign stockholders sub-
ject to income tax withholding or stockholders sub-
ject to back-up withholding?
In the case of foreign stockholders who elect to have
their dividends reinvested and whose dividends are subject to
United States income tax withholding and in the case of any
stockholder whose dividends are subject to back-up withholding,
the Bank will make reinvestments net of the amount required to
be withheld. The quarterly statements confirming purchases
made for such participants will indicate the net dividend pay-
ment reinvested. Optional cash payments received from foreign
<PAGE>
-15-
stockholders must be in United States dollars and will be
invested in the same way as optional cash payments from other
participants. Participants will be requested to supply to the
Bank their Taxpayer Identification Numbers and other informa-
tion relevant to the determination of whether back-up withhold-
ing applies.
Miscellaneous
25. What happens if the Company issues a stock dividend,
declares a stock split, or has a rights offering?
Any shares of common stock distributed by the Company
as a stock dividend on shares credited to a participant's Plan
account, or because of any split of such shares, will be cred-
ited to the participant's Plan account. Stock dividends or
split shares distributed by the Company on any shares regis-
tered in the name of a participant will be issued directly to
the participant in the same manner as to stockholders who are
not participating in the Plan. The Authorization Form previ-
ously filed with respect to shares participating in the Plan
will also apply to new shares issued in respect of the partici-
pating shares. In the event of a stock dividend, stock split
or other similar change affecting the number of outstanding
shares of common stock, the number of shares of common stock
available under the Plan will be adjusted accordingly.
In a rights offering, a participant's entitlement
will be based upon the participant's total holdings, including
those credited to the participant's Plan account. Rights
applicable to shares credited to the participant's Plan account
will, however, be sold by the Bank unless the Company deter-
mines to distribute such rights to participants, in which case
participants would receive such rights. The proceeds of any
such sale will be credited to the participant's Plan account
and applied as an optional cash payment to purchase common
stock on the next Quarterly Investment Date. A participant in
the Plan may request the Bank to issue a certificate for whole
shares of common stock credited to the participant's Plan
account prior to the record date for any such rights offering,
in which case the participant would receive such rights.
26. What happens when the participant sells or transfers
all of the shares registered in his or her name?
If the participant disposes of all shares of stock
registered in his name (those for which the participant holds
<PAGE>
-16-
certificates), the Bank will, so long as the participant has at
least one full share credited to his or her Plan account, con-
tinue to reinvest the dividends on the shares credited to the
participant's Plan account until the participant notifies the
Bank in writing that he or she wishes to withdraw. If less
than one full share is credited to such participant's account,
a check will be sent to the participant for the fractional
share and the account will be closed. Optional cash payments
may continue to be made by such participant as long as there is
at least one full share credited to the participant's account.
27. How will a participant's shares be voted at meetings
of stockholders?
If shares of common stock registered in the name of a
participant are voted by the participant on any matter submit-
ted to a meeting of common stockholders, the shares of common
stock credited to the participant's account in the Plan will be
voted by the Bank in the same manner as the participant votes
the shares of common stock so registered. If the participant
does not vote the shares so registered, the shares credited to
the participant's account in the Plan will not be voted. If no
shares of common stock are registered in the participant's
name, shares of common stock credited to the participant's
account in the Plan will be voted in accordance with the speci-
fications indicated on the form of proxy sent to such partici-
pant, if the form of proxy is returned in a timely manner by
the participant.
28. What is the responsibility of the Company and the
Bank under the Plan?
The Company and the Bank, in administering the Plan,
will not be liable for any act done in good faith or for any
good faith omission to act, including, without limitation, any
claim of liability arising out of failure to terminate a par-
ticipant's account upon such participant's death prior to
receipt of notice in writing of such death. This limitation,
of course, would not affect any litigation rights under federal
securities laws. The participant should recognize that neither
the Company nor the Bank can assure him or her of a profit or
protect him or her against a loss on the shares purchased by
the participant under the Plan.
<PAGE>
-17-
29. May the Plan be changed or discontinued?
The Company reserves the right to suspend, modify or
terminate the Plan at any time. All participants will be sent
notice of any such suspension, material modification or termi-
nation. The Company further reserves the right to interpret
the provisions of the Plan, to reconcile inconsistencies
therein and to supply omissions therefrom. The Bank reserves
the right to resign at any time upon reasonable notice to the
Company in writing.
30. Where should correspondence regarding the Plan be
directed?
All correspondence concerning the Plan should be
addressed to:
Chemical Bank
Dividend Reinvestment Department
P.O. Box 24850, Church Street Station
New York, New York 10242
Be sure to mention The Empire District Electric Company in all
correspondence.
EXPERTS
The 1993 and 1994 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 dated February 24, 1995 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.
<PAGE>
_______________________________ _______________________________
_______________________________ _______________________________
No person has been authorized
to give any information or to make
any representation not contained
in this Prospectus and, if given
or made, such information or rep-
resentation must not be relied
upon as having been authorized by
the Company. This Prospectus THE EMPIRE DISTRICT
does not constitute an offer ELECTRIC COMPANY
to sell or a solicitation of an
offer to buy any securities other
than the securities offered hereby
or any of the securities offered Dividend Reinvestment and
hereby in any jurisdiction to Stock Purchase Plan
any person to whom it is unlawful
to make such offer in such juris-
diction. Neither the delivery of
this Prospectus nor any sale made
hereunder shall, under any circum-
stances, create any implication
that there has been no change in
the affairs of the Company since
the date hereof.
PROSPECTUS
_____________________
CONTENTS
PAGE
Available Information......... 2
Incorporation of Certain
Documents by Reference...... 2
The Plan...................... 3
Experts....................... 17
Dated: March 15, 1995
_______________________________ _______________________________
_______________________________ _______________________________
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the estimated expenses
in connection with the offering described in this Registration
Statement:
Securities and Exchange Commission
Registration Fee............................. $ 7,003
Printing Registration Statement,
Prospectus and Other Documents............... 10,000
Legal Fees and Expenses, Blue Sky
Fees and Expenses, and Services
of Independent Auditors...................... 50,000
Stock Exchange Listing Fees.................... 3,250
Miscellaneous Expenses......................... 5,000
Total..................................... $75,253
Item 15. Indemnification of Officers and Directors.
The Company is organized under the laws of the State
of Kansas and its Articles of Incorporation and Bylaws contain
provisions permitted by the Kansas General Corporation Code
which, in general terms, provide that directors and officers
will be indemnified 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 officer of the Company, if they meet certain
specified conditions, and provide for the advancement by the
Company to directors and officers 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.
II-1
<PAGE>
Item 16. Exhibits.
Reference is made to the Exhibit Index filed as a
part of this Registration Statement.
Item 17. Undertakings.
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 regis-
tration 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 the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such informa-
tion in the registration statement.
Provided, however, that paragraphs (1)(i) and
(1)(ii) do 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 registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.
2. That, for the purpose of determining any lia-
bility under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registra-
tion statement relating to the securities offered therein, and
the offering of such securities 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.
4. The undersigned Registrant hereby undertakes
that, for purposes of determining liability under the Securi-
ties Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
II-2
<PAGE>
Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
5. Insofar as indemnification for liabilities aris-
ing under the Securities Act of 1933 may be permitted to direc-
tors, officers and controlling persons of the Registrant pursu-
ant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public pol-
icy as expressed in the Act, and is, therefore, unenforceable.
In the event that a claim for indemnification against such lia-
bilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person
of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or control-
ling person in connection with the securities being registered
hereunder, the Company will, unless, in the opinion of its
counsel, the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of
whether or not such indemnification by it is against public
policy as expressed in the Act and will be governed by the
final adjudication of such issue.
II-3
<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-3 and has duly caused
this Amendment to the Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Joplin, State of
Missouri, on March 15, 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 Amendment to the Registration Statement has been signed by the follow-
ing persons in the capacities and on the dates indicated.
/s/R.L. Lamb___ President and Director March 15, 1995
R.L. Lamb (Principal Executive Officer)
/s/V.E. Brill*_ Vice President-Finance and
V.E. Brill Director (Principal Financial
Officer)
/s/G.A. Knapp*_ Controller and Asst. Treasurer
G.A. Knapp (Principal Accounting Officer)
/s/M.F. Chubb, Jr.* Director
M.F. Chubb, Jr.
/s/R.D. Hammons* Director
R.D. Hammons
II-4
<PAGE>
/s/R.C. Hartley* Director
R.C. Hartley
/s/J.R. Herschend* Director
J.R. Herschend
/s/F.E. Jeffries* Director
F.E. Jeffries
/s/R.E. Mayes*_ Director
R.E. Mayes
/s/M.W. McKinney* Executive Vice President
M.W. McKinney and Director
/s/M.M. Posner* Director
M.M. Posner
*By /s/ R.L. Lamb ____
R.L. Lamb
Attorney-in-fact
II-5
<PAGE>
INDEX TO EXHIBITS
Exhibit
*4(a) --Restated Articles of Incorporation of
the Company.
4(b) --Indenture of Mortgage and Deed of
Trust dated as of September 1, 1944 and
First Supplemental Indenture thereto
(Incorporated by reference to Exhibits
B(1) and B(2) to Form 10, File No.
1-3368).
4(c) --Third and Sixth through Eighth Supple-
mental Indentures to Indenture of Mort-
gage and Deed of Trust (Incorporated by
reference to Exhibit 2(c) to Form S-7,
File No. 2-59944).
4(d) --Fourteenth Supplemental Indenture to
Indenture of Mortgage and Deed of Trust
(Incorporated by reference to Exhibit 4
to Report on Form 10-Q for quarter ended
September 30, 1983, File No. 1-3368).
4(e) --Sixteenth Supplemental Indenture to
Indenture of Mortgage and Deed of Trust
(Incorporated by reference to Exhibit
4(i) to Report on Form 10-K for year
ended December 31, 1989, File No.
1-3368).
4(f) --Seventeenth Supplemental Indenture to
Indenture of Mortgage and Deed of Trust
(Incorporated by reference to Exhibit
4(j) to Report on Form 10-K for the year
ended December 31, 1990, File No.
1-3368).
4(g) --Eighteenth Supplemental Indenture to
Indenture of Mortgage and Deed of Trust
(Incorporated by reference to Exhibit 4
to Report on Form 10-Q for quarter ended
June 30, 1992, File No. 1-3368).
II-6
<PAGE>
4(h) --Nineteenth Supplemental Indenture to
Indenture of Mortgage and Deed of Trust
(Incorporated by reference to Exhibit
4(1) to Registration Statement No.
33-66748 on Form S-3, filed July 30,
1993).
4(i) --Twentieth Supplemental Indenture to
Indenture of Mortgage and Deed of Trust
(incorporated by reference to Exhibit
4(m) to Registration Statement No.
33-66748 on Form S-3, filed July 30,
1993).
4(j) --Twenty-First Supplemental Indenture to
Indenture of Mortgage and Deed of Trust
(incorporated by reference to Exhibit 4
to Report on Form 10-Q for quarter ended
September 30, 1993, File No. 1-3368).
4(k) --Twenty-Second Supplemental Indenture
to Indenture of Mortgage and Deed of
Trust (incorporated by reference to
Exhibit K to Annual Report on Form 10-K
for the year ended December 31, 1993,
File No. 1-3368).
4(l) --Twenty-Third Supplemental Indenture to
Indenture of Mortgage and Deed of Trust
(incorporated by reference to Exhibit L
to Annual Report on Form 10-K for the
year ended December 31, 1993, File No.
1-3368).
4(m) --Twenty-Fourth Supplemental Indenture
to Indenture of Mortgage and Deed of
Trust (incorporated by reference to
Exhibit M to Annual Report on Form 10-K
for the year ended December 31, 1993,
File No. 1-3368).
4(n) --Twenty-Fifth Supplemental Indenture to
Indenture of Mortgage and Deed of Trust
(incorporated by reference to Exhibit
4(p) to Registration Statement No.
33-56635 on Form S-3, filed November 29,
1994).
II-7
<PAGE>
4(o) --Rights Agreement dated July 26, 1990
(incorporated by reference to Exhibit
4(a) to Form 8-K, File No. 1-3368).
4(p) --Amendment to Rights Agreement dated
July 26, 1990 between the Company and
Chemical Bank (successor to Manufactur-
ers Hanover Trust Company), as Rights
Agent (incorporated by reference to
Exhibit 4 to Report on Form 10-Q for the
quarter ended September 30, 1991, File
No. 1-3368).
*5 --Opinion of Anderson, Byrd & Richeson.
24(a) --Reserved.
*24(b) --Consent of Price Waterhouse.
*24(c) --Consent of Anderson, Byrd & Richeson
(Included in Exhibit 5 hereto).
*25 --Powers of Attorney.
II-8
<PAGE>
* Previously filed.
II-9
