<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant |X]
Filed by a Party other than the Registrant | ]
Check the appropriate box:
| ] Preliminary Proxy Statement
| ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|X] Definitive Proxy Statement
| ] Definitive Additional Materials
| ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
THE EMPIRE DISTRICT ELECTRIC COMPANY
(Name Of Registrant As Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
|X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item
22(a)(2) of Schedule 14A.
| ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
| ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
______________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
______________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
______________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
______________________________________________________________________
(5) Total fee paid:
| ] Fee paid previously with preliminary materials.
| ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
THE EMPIRE DISTRICT ELECTRIC COMPANY
602 Joplin Street
Joplin, Missouri 64801
March 21, 1996
Dear Stockholder:
You are cordially invited to attend the Company's Annual Meeting of
Stockholders to be held at 10:30 a.m., Joplin time, on Thursday, April 25, 1996
at the Holiday Inn, 3615 South Range Line, Joplin, Missouri.
At the meeting, stockholders will be asked to elect three persons to the
Company's Board of Directors for three-year terms.
Your participation in this meeting either in person or by proxy is important.
Even if you plan to attend the meeting, please sign, date and return the
enclosed proxy promptly. At the meeting, if you desire to vote in person, you
may withdraw your proxy.
Sincerely,
R.L. Lamb
President
<PAGE>
THE EMPIRE DISTRICT ELECTRIC COMPANY
602 Joplin Street
Joplin, Missouri 64801
---------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
---------------
To the Holders of Common Stock:
Notice is hereby given that the Annual Meeting of Stockholders of The Empire
District Electric Company (the "Company") will be held on Thursday the 25th of
April, 1996, at 10:30 a.m., Joplin time, at the Holiday Inn, 3615 South Range
Line, Joplin, Missouri, for the following purposes:
1. To elect three Directors for terms of three years.
2. To transact such other business as may properly come before the meeting,
or any adjournment or adjournments thereof.
Any of the foregoing may be considered or acted upon at the first session of
the meeting or at any adjournment or adjournments thereof.
Holders of Common Stock of record on the books of the Company at the close of
business on March 1, 1996 will be entitled to vote on all matters which may come
before the meeting or any adjournment or adjournments thereof. A complete list
of the stockholders entitled to vote at the meeting will be open at the office
of the Company, 602 Joplin Street, Joplin, Missouri, to examination by any
stockholder for any purpose germane to the meeting, for a period of ten days
prior to the meeting, and also at the meeting.
STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND IN PERSON ARE REQUESTED, REGARDLESS
OF THE NUMBER OF SHARES OF STOCK OWNED, TO SIGN AND DATE THE ENCLOSED PROXY AND
MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE, TO WHICH NO POSTAGE NEED BE AFFIXED
IF MAILED IN THE UNITED STATES.
Joplin, Missouri
Dated: March 21, 1996
J.S. Watson
Secretary-Treasurer
<PAGE>
THE EMPIRE DISTRICT ELECTRIC COMPANY
602 Joplin Street
Joplin, Missouri 64801
---------------
PROXY STATEMENT
---------------
ANNUAL MEETING OF STOCKHOLDERS
APRIL 25, 1996
This proxy statement is furnished in connection with the solicitation on
behalf of the Board of Directors of The Empire District Electric Company, a
Kansas corporation (the "Company"), of proxies to be voted at the Annual Meeting
of Stockholders of the Company to be held on Thursday, April 25, 1996, and at
any and all adjournments of the meeting.
A form of proxy is enclosed for execution by stockholders. Any stockholder
giving a proxy has the right to revoke it at any time before the proxy is
exercised by written notice to the Secretary-Treasurer of the Company, or a duly
executed proxy bearing a later date or voting in person at the meeting.
A copy of the Annual Report of the Company for the year ended December 31,
1995 has been mailed to each stockholder of record on the record date for the
meeting. You are urged to read the entire Annual Report.
The entire cost of the solicitation of proxies will be borne by the Company.
Solicitation, commencing on or about March 21, 1996, will be made by use of the
mails, telephone, telegraph and by regular employees of the Company without
additional compensation therefor. The Company will request brokers or other
persons holding stock in their names, or in the names of their nominees, to
forward proxy material to the beneficial owners of such stock or request
authority for the execution of the proxies and will reimburse such brokers or
other persons for their expense in so doing.
March 1, 1996 has been fixed as the record date for the determination of
stockholders entitled to vote at the meeting and at any adjournment or
adjournments thereof. The stock transfer books will not be closed. As of the
record date, there were 15,226,566 shares of Common Stock outstanding. Holders
of Common Stock will be entitled to one vote per share on all matters presented
to the meeting.
No person to the knowledge of the Company is the beneficial owner of 5% or
more of any class of the Company's voting securities.
1. ELECTION OF DIRECTORS
The Board of Directors is divided into three classes with the directors in
each class serving for a term of three years. The term of office of one class of
directors expires each year in rotation so that one class is elected at each
Annual Meeting for a full three-year term. Unless otherwise specified, the
persons named in the accompanying proxy intend to vote the shares represented by
such proxies for the election of Mr. M.F. Chubb, Jr., Mr. R.L. Lamb and Mr. R.E.
Mayes as Class III Directors, all of whom are members of the present Board of
Directors. Directors will be elected by a plurality of the votes of the
stockholders present in person or represented by proxy at the meeting with any
abstentions being treated as shares not voted.
While it is not expected that any of the nominees will be unable to qualify
for or accept office, if for any reason one or more shall be unable to do so,
proxies will be voted for nominees selected by the Board of Directors.
The name, age, principal occupation for the last five years, period of
service as a Director of the Company and certain other directorships of each
Director of the Company are set forth below.
<PAGE>
CLASS I DIRECTORS
(Terms Expire In 1997)
R.D. Hammons, 62, President and Director of Hammons Products Company (food
processing). Director of the Company since 1983.
J.R. Herschend, 63, Co-owner, co-founder and Chairman of the Board of
Directors of Silver Dollar City, Inc. (entertainment attractions). Director of
the Company since January 1994. Director of Ozark Mountain Bank, Branson,
Missouri; Director of Central Bancompany, Jefferson City, Missouri.
M.W. McKinney, 51, Executive Vice President-Commercial Operations of the
Company since 1995. Executive Vice President of the Company from 1994 to 1995.
Vice President-Customer Services of the Company from 1982 to 1994. Director of
the Company since 1991.
M.M. Posner, 57, President and Principal of Posner McCleary Inc., an
international advertising, marketing and communications firm. Director of the
Company since 1991. Director of United Missouri Bank of Jefferson City,
Jefferson City, Missouri.
CLASS II DIRECTORS
(Terms Expire In 1998)
V.E. Brill, 54, Vice President-Energy Supply of the Company since 1995. Vice
President-Finance of the Company from 1983 to 1995. Director of the Company
since 1989.
R.C. Hartley, 48, President of The Hartley Agency (independent insurance
agency); Chairman and Vice President of Kansas Information Consortium, Inc.
(network manager of the Information Network of Kansas). Director of the Company
since 1988.
F.E. Jeffries, 65, Chairman and Director of Phoenix Duff & Phelps Corporation
(financial services firm). Director of the Company since 1984. Director of Duff
& Phelps Utilities Income Inc., Chicago, Illinois; Duff & Phelps Utilities
Tax-Free Income Inc., Chicago, Illinois; Duff & Phelps Utility and Corporate
Bond Trust Inc., Chicago, Illinois.
CLASS III DIRECTORS
(Terms Expire In 1996, Nominees For Election
At The Annual Meeting Of Stockholders For
Terms To Expire In 1999)
M.F. Chubb, Jr., 62, Senior Vice President of Eagle-Picher Industries Inc.
(diversified industrial products) until 1996 (retired). Director of the Company
since 1991. Director of Eagle-Picher Industries Inc., Cincinnati, Ohio until
1996 (retired).
R.L. Lamb, 63, President of the Company since 1982. Executive Vice President
of the Company from 1978 to 1982. Vice President-Customer Services of the
Company from 1974 to 1978. Director of the Company since 1978.
R.E. Mayes, 61, Chairman, President and Chief Executive Officer of Carmar
Group Inc. (underground storage). Director of the Company since 1991. Director
of United Missouri Bancshares, Kansas City, Missouri.
Director Compensation
Each Director of the Company who is not an officer or full-time employee of
the Company is paid a monthly retainer for his or her services as a Director at
a rate of $10,500 per annum. In addition, a fee of $600 is paid to each such
Director for each regular meeting or any special meeting of Directors and for
each meeting of a Committee of the Board (the chairman of each Committee
receives an additional $100 for each such Committee meeting) which such Director
attends in person. During 1995, the Board of Directors held eight meetings. The
Company's 1986 Stock Incentive Plan permitted during 1995 and
2
<PAGE>
the 1996 Stock Incentive Plan currently permits Directors of the Company to
receive shares of Common Stock in lieu of all or a portion of any cash payment
for services rendered as a Director. In addition, a Director may defer all or
part of any compensation payable for his or her services as such under the terms
of the Company's Deferred Compensation Plan for Directors. Amounts so deferred
are credited to an account for the benefit of the Director and accrue an
interest equivalent at a rate equal to the prime rate. A Director is entitled to
receive all amounts deferred in a number of annual installments following
retirement, as elected by him or her.
Committees Of The Board Of Directors
The Company has an Audit Committee of the Board of Directors. The Audit
Committee reviews with the Company's independent auditors the scope and results
of their auditing procedures, meets with the Company's internal auditors
regarding internal auditing procedures and establishes procedures to assure the
adequacy of the accounting practices and internal controls of the Company. The
Audit Committee held two meetings during 1995. The members of the Audit
Committee are Messrs. Chubb, Hartley and Jeffries and Mrs. Posner.
The Company has a Compensation Committee of the Board of Directors. The
Compensation Committee fixes the compensation of each of the senior officers of
the Company and administers certain of the Company's employee benefit plans. The
Committee held two meetings during 1995. The members of the Compensation
Committee are Messrs. Herschend, Jeffries and Mayes and Mrs. Posner.
The Company has a Nominating Committee of the Board of Directors which meets
to suggest to the Board nominees to fill vacancies on the Board of Directors
when they occur. The Committee met one time in 1995. The members of the
Nominating Committee are Messrs. Chubb, Hammons, Herschend and Mayes. The
Nominating Committee will consider nominees recommended by stockholders for
election to the Board of Directors. Recommendations of nominees for election
should be submitted in writing to the Secretary-Treasurer of the Company.
3
<PAGE>
Stock Ownership Of Directors and Officers
The following table shows information with respect to the number of shares of
Common Stock of the Company beneficially owned as of March 1, 1996 by the Chief
Executive Officer, the three other most highly compensated executive officers of
the Company, each Director and the Directors and executive officers of the
Company, as a group. The shares reported as beneficially owned include (a)
shares owned by certain relatives with whom the Directors or officers are
presumed for proxy statement reporting purposes to share voting or investment
power and (b) shares accrued for the benefit of certain officers under certain
employee benefit plans of the Company.
Shares of Common
Stock Beneficially
Name Position Owned
---- -------- -----
R.L. Lamb ...... President 16,925
M.W. McKinney .. Executive Vice President- 15,564
Commercial Operations
V.E. Brill...... Vice President-Energy Supply 6,052
R.B. Fancher ... Vice President-Finance 1,329
M.F. Chubb, Jr. Director 1,941
R.D. Hammons ... Director 2,508
R.C. Hartley ... Director 4,930*
J.R. Herschend . Director 1,500
F.E. Jeffries .. Director 12,917
R.E. Mayes ..... Director 1,000
M.M. Posner ... Director 10,800
Directors and executive officers, as a group.............. 75,466
__________
* Mr. Hartley also beneficially owns 2,000 shares of the Company's 8 1/8%
Cumulative Preferred Stock.
No Director or officer owns more than 0.5% of the outstanding shares of the
Company's Common Stock or 8 1/8 % Cumulative Preferred Stock. No Director or
officer owns any shares of the Company's 5% Cumulative Preferred Stock or 4 3/4
% Cumulative Preferred Stock. The Directors and executive officers as a group
own less than 1% of the outstanding shares of the Company's Common Stock and of
its 8 1/8 % Cumulative Preferred Stock.
4
<PAGE>
2. EXECUTIVE COMPENSATION
Set forth below is information concerning the various forms of compensation
of each person who was at December 31, 1995 (i) the Chief Executive Officer of
the Company or (ii) one of the three most highly compensated executive officers
of the Company, other than the Chief Executive Officer.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
Compensation
Annual Compensation Awards
-------------------------- ----------
Restricted All Other
Name and Other Annual Stock Compen-
Principal Position Year Salary Bonus Compensation Award(s)(1) sation(2)
- ------------------ ---- ------ ----- ------------ ------------ ---------
<S> <C> <C> <C> <C> <C> <C>
R.L. Lamb.......... 1995 $220,000 $21,788 $ -- $ 21,772 $ 4,410
President......... 1994 208,000 11,341 91 11,332 4,308
1993 200,500 4,808 835 4,816 4,455
M.W. McKinney...... 1995 127,000 9,019 930 9,016 3,365
Executive Vice.... 1994 114,500 2,691 143 2,686 3,744
President-........ 1993 107,000 1,397 930 1,385 3,236
Commercial .......
Operations .......
V.E. Brill......... 1995 114,500 6,185 -- 6,187 3,763
Vice President-... 1994 109,000 2,612 212 2,620 3,749
Energy Supply..... 1993 104,500 1,352 -- 1,365 3,430
R.B. Fancher....... 1995 103,667 4,788 180 4,800 3,685
Vice President-... 1994 98,000 2,346 1,228 2,358 3,360
Finance........... 1993 94,500 1,229 -- 1,229 --
___________
<FN>
(1) As of December 31, 1995, Messrs. Lamb, McKinney, Brill and Fancher had
been awarded 1,748, 476, 468 and 421 shares, respectively, of unvested
restricted stock which on such date had values of $31,246, $8,509, $8,366
and $7,525, respectively. Messrs. Lamb, McKinney, Brill and Fancher were
awarded 1,193, 494, 339 and 263 shares, respectively, for 1995. Dividend
equivalents are paid on such shares. All of the foregoing shares were
awarded pursuant to the Company's 1996 Stock Incentive Plan.
(2) Includes for 1995: (a) Company matching contributions under the Company's
401(k) Retirement Plan in the amounts of $2,250, $3,113, $3,377 and $3,043
for Messrs. Lamb, McKinney, Brill and Fancher, respectively, and (b)
Company payments of premiums for term life insurance on behalf of Messrs.
Lamb, McKinney, Brill and Fancher in the amounts of $2,160, $252, $386 and
$642, respectively.
</FN>
</TABLE>
Retirement Plans
The Company maintains a Retirement Plan covering substantially all employees.
The Retirement Plan is a noncontributory, trusteed pension plan designed to meet
the requirements of Section 401(a) of the Internal Revenue Code of 1986, as
amended (the "Code"). Each covered employee is eligible for retirement at normal
retirement date (age 65), with early retirement permitted under certain
conditions. The Company also maintains a Supplemental Executive Retirement Plan
(the "SERP") which covers officers of the Company who are participants in the
Retirement Plan. The SERP is intended to provide benefits which, except for the
application of the limits of Section 415 and Section 401(a)(17) of the Code,
would have been payable under the Retirement Plan. The SERP is not qualified
under the Code and benefits payable thereunder are paid out of the general funds
of the Company.
The following table shows estimated maximum annual benefits payable following
retirement (assuming payments on a normal life annuity basis and not including
any survivor benefit) to an employee in specified remuneration and Years of
Credited Service classifications. These amounts are based on an assumed final
rate of compensation and retirement at normal retirement age of 65 and are
approximated without consideration of any reduction which would result from
various options which may be elected prior to actual retirement.
5
<PAGE>
PENSION PLAN TABLE
<TABLE>
<CAPTION>
Years of Credited Service(b)
Average Annual ------------------------------------------------------------------
Earnings(a) 15 Years 20 Years 25 Years 30 Years 35 Years 40 Years
----------- -------- -------- -------- -------- -------- --------
<C> <C> <C> <C> <C> <C> <C>
$100,000........ $22,825 $30,425 $38,050 $ 45,650 $ 53,250 $ 61,375
125,000........ 28,925 38,550 48,200 57,825 67,475 77,625
150,000........ 35,000 46,675 58,350 70,025 81,700 93,875
175,000........ 41,100 54,800 68,500 82,200 95,900 110,125
200,000........ 47,200 62,925 75,675 94,400 110,125 120,000
225,000........ 53,300 71,050 88,825 106,575 120,000 120,000
250,000........ 59,375 79,175 98,975 118,775 120,000 120,000
- ------------
<FN>
(a) "Average Annual Earnings" is the average annual compensation over the five
consecutive years within the ten year period prior to termination of
employment which produces the highest average. The compensation used to
calculate such average for a salaried employee is the aggregate of the
employee's annual compensation which generally corresponds with the
employee's salary and incentive compensation. The earnings of Messrs.
Lamb, McKinney, Brill and Fancher covered by the plans correspond
substantially to such amounts shown for them in the Summary Compensation
Table.
(b) As of December 31, 1995, Messrs. Lamb, McKinney, Brill and Fancher had
accrued 38, 28, 33 and 23 Years of Credited Service, respectively, under
the Retirement Plans.
</FN>
</TABLE>
Severance Pay Plan
The Company has a severance pay plan (the "Severance Plan") which provides
certain key employees with severance benefits following a change in control of
the Company. A change in control generally includes: (i) certain events relating
to the continued existence of the Company in its current form; (ii) an
acquisition by any person of 10% or more of the securities entitled to vote in
the election of directors or (iii) the current Directors, or their approved
successors, no longer constitute a majority of the Board of Directors. Certain
executive officers and senior managers of the Company have been selected by the
Compensation Committee of the Board of Directors to enter into one-year
agreements pursuant to the Severance Plan which are automatically extended for
one-year terms unless the Company has given prior notice of termination.
A participant in the Severance Plan is entitled to receive certain benefits
in the event of certain involuntary terminations of employment occurring within
three years after a change in control, or a voluntary termination of employment
occurring between twelve and eighteen months after a change in control. A senior
officer participant would be entitled to receive benefits of between two and
three times such participant's annual compensation, as determined by the Board
of Directors and set forth in the applicable agreement. A participant who is not
a senior officer would receive approximately two weeks of severance compensation
for each full year of employment with the Company. Payments to participants
resulting from involuntary terminations are to be paid in a lump sum within 30
days following termination, while payments resulting from voluntary termination
are paid in monthly installments and cease if the participant becomes otherwise
employed. In addition, participants who qualify for payments under the Severance
Plan will continue to receive benefits for a specified period of time under
health, insurance and other employee benefit plans of the Company in existence
at the time of the change in control.
6
<PAGE>
Compensation Committee Report On Executive Compensation
The Company's executive compensation policies are designed to enable the
Company to attract and retain high caliber individuals for key positions while
at the same time linking their compensation to the Company's financial
performance and their own performance. The linkage between compensation and
performance is accomplished by dividing executive compensation into two
components: a base salary that is set at the beginning of the year and incentive
compensation that is determined at the end of the year based on the extent to
which specific, predetermined goals were achieved. Depending on the extent to
which these goals are met, the Company's senior executives can earn total
compensation which is above, at or below the level of senior executive
compensation at comparable electric utilities.
At the beginning of each year, the Committee determines a target total
compensation amount for each senior executive, including the President. To
determine this amount, the Committee first takes the mid-point of the range of
total compensation paid to executives in positions comparable to that of the
Company's President at other utilities. The Committee then determines a
corresponding amount for each other senior officer based on a comparison of the
officer's responsibilities with those of the President. The resulting amount is
adjusted for each senior officer to reflect the officer's experience and
performance. In determining the appropriate mid-point amounts in 1995, the
Committee used an industry compensation study prepared by a management
consulting firm and took into account increases in compensation for businesses
generally in 1995 predicted by various consulting firms and recent compensation
increases received by the Company's employees. A greater number of companies
were included in the management consulting firm's study than are included in the
Standard & Poor's Electric Companies Index used in the Performance Chart. The
companies included in that study are, for the most part, either electric or
electric and gas utilities.
The Company's total compensation package for senior executives, including the
President, has an incentive compensation component. Executives can earn
incentive compensation based on the extent to which Company and personal
performance goals are met. In 1995, the areas in which performance was measured
in determining incentive compensation and the relative weighting of each area
were: (1) the Company's return on common equity compared to that of all other
electric utilities reported in an industry survey of approximately 165 electric
and gas utilities over a five-year period (40%), (2) reduction of controllable
expenses over a five-year period (20%), (3) control of fuel and purchase power
expenses (20%) and (4) for each senior officer, the achievement of
pre-determined personal goals for the year (20%).
In each of these four areas, three performance levels, "threshold," "par" and
"maximum," are set at the beginning of the year. For executives to receive any
incentive compensation based on any particular performance measure, at least the
"threshold" level of performance must have been achieved. Greater incentive
compensation is payable if the "par" or "maximum" performance level is achieved.
If the par level objective in each of the four performance areas is achieved,
each senior executive would receive incentive compensation which, when added to
base salary, would equal the individual's target total compensation. In 1995,
the Company met the "par" level, and came close to the "maximum" level, of
performance for control of fuel and purchase power expenses. It also met the
"threshold" level of performance for return on equity and met the "threshold"
level, and came close to the "par" level, of performance for reduction of
controllable expenses.
Regardless of the extent to which the four performance criteria are met in
any year, no incentive compensation is payable in any year in which the Company
does not pay dividends per share of Common Stock at least equal to the dividends
per share paid in the preceding year. In 1995, the dividends paid on each share
of the Company's Common Stock were equal to those paid in 1994.
7
<PAGE>
The Company's incentive compensation policy also seeks to encourage senior
executives to hold down the Company's electric rates so that the Company can
remain competitive with alternate energy suppliers by adjusting incentive
compensation otherwise payable to reflect the level of the Company's residential
electric rates compared to those of the 11 other investor-owned electric
utilities in the Company's geographic area. The adjustment ranges from a 10%
increase in incentive compensation if the Company has the lowest rates in the
comparison group to elimination of incentive compensation if the Company is one
of the four companies in the comparison group with the highest rates. In 1995,
Empire had the third lowest retail electric rates of the 12 utilities, which
resulted in no adjustment to incentive compensation.
Incentive compensation is typically paid one-half in cash at the end of the
year and one-half in Common Stock. The Common Stock portion of incentive
compensation is restricted stock that generally is not issued unless the
recipient continues to be employed by the Company for three years after the
stock is awarded. The three-year vesting period is intended to encourage
continuity among the Company's senior executives. In addition, by increasing the
stock ownership of senior management, it is hoped that these individuals will
have an even greater incentive to advance the interests of the Company's
stockholders.
The President's compensation is determined in the same manner as the
compensation for the other senior executives. In 1995, the President's base
salary was increased 5.8% above its 1994 level reflecting in part the
President's leadership in connection with the steps taken by the Company to
improve its competitiveness. These steps included changing the way various
options for meeting the Company's future capacity requirements are analyzed to
take into account anticipated competition and determining to restructure the
Company's organizational structure to promote efficiency and effectiveness, a
determination which led to the implementation of the Competitive Positioning
Process in 1995. In setting the President's 1995 target total compensation, the
Committee also took into account the Company's ongoing efforts to obtain cost
effective sources of energy to meet anticipated future demand and the
President's involvement in local economic development activities and his
membership on the board of directors of two industry organizations. The
President's incentive compensation is based on the same factors as the incentive
compensation of the other senior executive officers, although a greater
percentage of the President's target total compensation is comprised of
incentive compensation. As a result of the level of attainment of performance
goals, the sum of Mr. Lamb's base salary and his incentive compensation for 1995
was approximately 99.8% of his target total compensation.
Based on the Company's current level of executive compensation, the Committee
does not believe it necessary to adopt a policy with respect to Section 162(m)
of the Internal Revenue Code at this time.
F.E. Jeffries, Chairman
J.R. Herschend
R.E. Mayes
M.M. Posner
8
<PAGE>
Comparison Of Stockholder Returns
Set forth below is a graph indicating the value at the end of the specified
years of a $100 investment made on December 31, 1990 in Company Common Stock and
similar investments made in the securities of the companies in the Standard &
Poor's 500 Composite Index ("S&P 500 Composite") and the Standard & Poor's
Electric Companies Index ("Electric Companies"). The graph assumes that
dividends were reinvested when received.
The Empire District S&P 500 Electric
Electric Company Composite Companies
1990 $100.00 $100.00 $100.00
1991 161.95 130.47 130.18
1992 152.30 140.41 137.84
1993 157.34 154.56 155.21
1994 130.60 156.60 134.92
1995 156.68 215.45 176.87
Compliance with Section 16(a) of the Securities Exchange Act Of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
Directors and executive officers to file with the Securities and Exchange
Commission and the New York Stock Exchange reports of changes in ownership of
the Company's equity securities. Securities and Exchange Commission regulations
require that Directors and executive officers furnish to the Company copies of
all Section 16(a) forms they file. To the Company's knowledge, based solely on
review of the copies of such reports furnished to the Company and written
representations that no other reports were required, during the fiscal year
ended December 31, 1995, all its officers and directors complied with applicable
Section 16(a) filing requirements, except that Mr. Herschend inadvertently filed
a Form 4 report for the purchase of common stock late.
9
<PAGE>
3. OTHER MATTERS
Price Waterhouse LLP has been the Company's independent auditors since 1992.
Representatives of Price Waterhouse LLP are expected to be present at the
meeting for the purpose of answering questions which any stockholder may wish to
ask and such representatives will have an opportunity to make a statement at the
meeting.
The Company knows of no other matter to come before the meeting. If, however,
any other matters properly come before the meeting, it is the intention of the
persons named in the enclosed proxy to vote the same in accordance with their
judgment on such other matters.
4. STOCKHOLDER PROPOSALS
The Company will not consider including a stockholder's proposal for action
at its 1997 Annual Meeting in the proxy material to be mailed to its
stockholders in connection with such meeting unless such proposal is received at
the principal office of the Company no later than November 21, 1996.
Dated: March 21, 1996
-----------------
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, STOCKHOLDERS
WHO DO NOT EXPECT TO ATTEND IN PERSON ARE URGED TO SIGN, DATE AND RETURN THE
ENCLOSED PROXY IN THE ENCLOSED ENVELOPE, TO WHICH NO POSTAGE NEED BE AFFIXED IF
MAILED IN THE UNITED STATES.
10
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P R O X Y
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS OF
THE EMPIRE DISTRICT ELECTRIC COMPANY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints R.L. LAMB, V.E. BRILL and J.S. WATSON, or any of them, with power of
substitution, as attorneys and proxies to appear and vote all the shares of
Common Stock standing in the name of the undersigned, with all the powers the
undersigned would possess if personally present, at the Annual Meeting of
Stockholders of The Empire District Electric Company to be held at the Holiday
Inn, 3615 South Range Line, in the City of Joplin, State of Missouri, on
Thursday the 25th day of April, 1996, at 10:30 a.m., Joplin time, and at any and
all adjournments and postponements thereof, in the manner indicated on the
reverse hereof.
(CONTINUED ON THE REVERSE SIDE)
The Board of Directors recommends a vote FOR item (1).
(1) The election of directors
FOR the election of Directors in accordance with the provisions of the
accompanying proxy statement (except as marked to the contrary below) [ ]
WITHHOLD AUTHORITY to vote for all nominees listed below [ ]
(Instruction: You may withhold authority to vote for any individual
nominee by striking a line through the nominee's name below:) Class III
(to serve until the 1999 Annual Meeting): M.F. Chubb, Jr., R.L. Lamb and
R.E. Mayes.
(2) Upon any other matter which may properly come before the meeting in their
discretion.
Every properly signed proxy will be voted in the manner specified hereon
and, in the absence of specification, will be voted FOR item (1).
The undersigned hereby acknowledges receipt of the Notice of Annual
Meeting of Stockholders and Proxy Statement annexed thereto and of the Company's
Annual Report for 1995.
Dated: ___________________________, 1996
________________________________________
________________________________________
Signature(s) of Stockholder
Signature(s) should be the same as name
or names shown hereon. Executors,
administrators, trustees, etc., should
so indicate when signing.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
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The Empire District S&P 500 S&P Electric Co's
Electric Company Index Index
----------------- ------- ----------------
1989 100.00 100.00 100.00
1990 109.97 96.89 102.61
1991 178.10 126.42 133.58
1992 167.48 136.05 141.43
1993 173.02 149.76 159.26
1994 143.62 151.74 138.44
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P R O X Y
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS OF
THE EMPIRE DISTRICT ELECTRIC COMPANY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints R.L. LAMB, V.E. BRILL and J.S. WATSON, or any one of them, with power
of substitution, as attorneys and proxies to appear and vote all the shares of
Common Stock standing in the name of the undersigned, with all the powers the
undersigned would possess if personally present, at the Annual Meeting of
Stockholders of The Empire District Electric Company to be held at the Holiday
Inn, 3615 South Range Line, in the City of Joplin, State of Missouri, on the
25th day of April, 1996, at 10:30 a.m., Joplin time, and at any and all
adjournments and postponements thereof, in the manner indicated on the reverse
hereof.
(CONTINUED ON THE REVERSE SIDE)
[ ] Please mark
your vote
as this
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY. The
Board of Directors recommends a vote FOR item (1).
(1) The election of directors
FOR the election of Directors in
accordance with the provisions
of the accompanying proxy statement
(except as marked to the contrary WITHHOLD AUTHORITY to vote
below) for all nominees listed below
[ ] [ ]
(Instruction: You may withhold authority to vote for any individual nominee
by striking a line through the nominee's name below:) Class III (to serve
until the 1999 Annual Meeting): M.F. Chubb, Jr., R.L. Lamb and R.E. Mayes.
(2) Upon any other matter which may properly come before the meeting in their
discretion.
Every properly signed proxy will be
voted in the manner specified hereon
and, in the absence of
specification, will be voted FOR
item (1).
The undersigned hereby acknowledges
receipt of the Notice of Annual
Meeting of Stockholders and Proxy
Statement annexed thereto and of the
Company's Annual Report for 1995.
Signature(s) ________________________________________ Date ________________
NOTE: Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such.
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