UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
X Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended March 31, 1998 or
Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from ______________ to ____________.
Commission file number: 1-3368
THE EMPIRE DISTRICT ELECTRIC COMPANY
(Exact name of registrant as specified in its charter)
Kansas 44-0236370
(State of Incorporation) (I.R.S. Employer Identification No.)
602 Joplin Street, Joplin, Missouri 64801
(Address of principal executive offices) (zip code)
Registrant's telephone number: (417) 625-5100
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes x No ___
Common stock outstanding as of April 30, 1998: 16,845,833 shares.
<PAGE>
THE EMPIRE DISTRICT ELECTRIC COMPANY
INDEX
Page Number
Part I - Financial Information:
Item 1. Financial Statements:
a. Statement of Income 3
b. Balance Sheet 5
c. Statement of Cash Flows 6
d. Notes to Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 8
Part II- Other Information:
Item 1. Legal Proceedings - (none)
Item 2. Changes in Securities - (none)
Item 3. Defaults Upon Senior Securities - (none)
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 13
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
STATEMENT OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1998 1997
<S> <C> <C>
Operating revenues:
Electric $ 51,146,349 $ 47,056,481
Water 241,891 248,286
51,388,240 47,304,767
Operating revenue deductions:
Operating expenses:
Fuel 6,151,704 6,781,084
Purchased power 14,485,249 12,578,852
Other 7,398,425 7,910,516
Total operating expenses 28,035,378 27,270,452
Maintenance and repairs 4,078,515 3,032,191
Depreciation and amortization 6,167,602 5,556,021
Provision for income taxes 1,954,840 1,515,833
Other taxes 3,092,132 2,856,839
43,328,467 40,231,336
Operating income 8,059,773 7,073,431
Other income and deductions:
Allowance for equity funds used during
construction - -
Interest income 25,267 23,816
Other - net (196,650) (121,464)
(171,383) (97,648)
Income before interest charges 7,888,390 6,975,783
Interest charges:
First mortgage bonds 4,145,292 4,148,202
Commercial paper 396,916 121,900
Allowance for borrowed funds used during
construction (73,205) (511,909)
Other 78,889 92,774
4,547,892 3,850,967
Net income 3,340,498 3,124,816
Preferred stock dividend requirements 604,085 604,085
Net income applicable to common stock $ 2,736,413 $ 2,520,731
Weighted average number of common shares 16,794,641 16,457,197
outstanding
Basic and diluted earnings per weighted average share of
common stock $ 0.16 $ 0.15
Dividends per share of common stock $ 0.32 $ 0.32
<FN>
See accompanying Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
STATEMENT OF INCOME (UNAUDITED)
<CAPTION>
Twelve Months Ended
March 31,
1998 1997
<S> <C> <C>
Operating revenues:
Electric $ 218,396,467 $ 204,607,553
Water 997,850 1,041,109
219,394,317 205,648,662
Operating revenue deductions:
Operating expenses:
Fuel 35,481,195 31,715,702
Purchased power 49,039,282 48,869,956
Other 30,134,395 30,484,532
Total operating expenses 114,654,872 111,070,190
Maintenance and repairs 13,889,831 13,941,625
Depreciation and amortization 24,006,872 21,863,118
Provision for income taxes 13,439,007 11,320,223
Other taxes 11,455,023 11,112,308
177,445,605 169,307,464
Operating income 41,948,712 36,341,198
Other income and deductions:
Allowance for equity funds used
during construction 150,475 395,795
Interest income 132,136 155,335
Other - net (528,264) (350,793)
(245,653) 200,337
Income before interest charges 41,703,059 36,541,535
Interest charges:
First mortgage bonds 16,590,133 15,334,029
Commercial paper 1,418,270 620,279
Allowance for borrowed funds used
during construction (636,761) (1,250,964)
Other 322,756 310,836
17,694,398 15,014,180
Net income 24,008,661 21,527,355
Preferred stock dividend requirements 2,416,340 2,416,340
Net income applicable to common stock $ 21,592,321 $ 19,111,015
Weighted average number of common
shares outstanding 16,682,474 16,318,551
Basic and diluted earnings per weighted average share of
common stock $ 1.29 $ 1.17
Dividends per share of common stock $ 1.28 $ 1.28
<FN>
See accompanying Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
BALANCE SHEET
<CAPTION>
March 31,
1998 December 31,
(Unaudited) 1997
<S> <C> <C>
ASSETS
Utility plant, at original cost:
Electric $ 802,059,326 $ 795,880,240
Water 5,951,782 5,824,165
Construction work in progress 11,062,210 8,114,680
819,073,318 809,819,085
Accumulated depreciation 269,511,906 262,834,707
549,561,412 546,984,378
Current assets:
Cash and cash equivalents 3,059,641 2,545,282
Accounts receivable - trade, net 13,513,372 13,270,329
Accrued unbilled revenues 3,951,492 6,047,739
Accounts receivable - other 2,229,325 1,552,998
Fuel, materials and supplies 16,528,437 13,215,068
Prepaid expenses 731,271 1,001,468
40,013,538 37,632,884
Deferred charges:
Regulatory assets 37,098,662 37,472,225
Unamortized debt issuance costs 3,305,629 3,374,780
Other 1,098,445 1,000,700
41,502,736 41,847,705
Total Assets $ 631,077,686 $ 26,464,967
CAPITALIZATION AND LIABILITIES:
Common stock, $1 par value, 16,837,648 and
16,776,654 shares issued and outstanding,
respectively $ 16,837,648 $ 16,776,654
Capital in excess of par value 152,124,964 150,784,239
Retained earnings (Note 2) 48,837,659 51,472,897
Total common stockholders' equity 217,800,271 219,033,790
Preferred stock 32,901,800 32,901,800
Long-term debt 196,388,507 196,384,541
447,090,578 448,320,131
Current liabilities:
Accounts payable and accrued liabilities 14,571,954 14,862,581
Commercial paper 28,000,000 28,000,000
Customer deposits 3,228,188 3,140,621
Interest accrued 6,082,118 3,509,680
Taxes accrued, including income taxes 4,489,731 817,045
Current maturities of long-term debt 23,000,000 23,000,000
79,371,991 73,329,927
Noncurrent liabilities and deferred credits:
Regulatory liability 17,249,191 17,540,757
Deferred income taxes 69,811,643 69,344,653
Unamortized investment tax credits 8,899,660 8,971,000
Postretirement benefits other than pensions4,416,934 4,463,488
Other 4,237,689 4,495,011
104,615,117 104,814,909
Total Capitalization and Liabilities $ 631,077,686 $ 626,464,967
<FN>
See accompanying Notes to Financial Statements
</TABLE>
<PAGE>
<TABLE>
STATEMENT OF CASH FLOWS (UNAUDITED)
<CAPTION>
Three Months Ended
March 31,
1998 1997
<S> <C> <C>
Operating activities:
Net income $ 3,340,498 $ 3,124,816
Adjustments to reconcile net income to cash flows:
Depreciation and amortization 6,990,595 6,284,845
Pension income (285,000) (237,501)
Deferred income taxes, net 202,608 209,945
Investment tax credit, net (71,340) (62,090)
Allowance for equity funds used during construction - -
Issuance of common stock for 401(k) plan 178,618 176,738
Other 54,247 35,826
Cash flows impacted by changes in:
Accounts receivable and accrued unbilled
revenues 1,176,876 3,790,070
Fuel, materials and supplies (3,313,369) 354,557
Prepaid expenses and deferred charges 115,116 (75,420)
Accounts payable and accrued liabilities (290,627) (2,468,161)
Customer deposits, interest and taxes accrued6,332,691 6,098,626
Other liabilities and other deferred credits (18,876) 436,741
Net cash provided by operating activities 14,412,037 17,668,992
Investing activities:
Construction expenditures (9,145,043) (15,734,205)
Allowance for equity funds used during construction - -
Net cash used in investing activities (9,145,043) (15,734,205)
Financing activities:
Proceeds from issuance of common stock 1,223,101 1,327,233
Dividends (5,975,736) (5,867,544)
Payment of debt issue costs (11,991)
Net proceeds from short-term borrowings 3,500,000
Net cash used in financing activities (4,752,635) (1,052,302)
Net increase (decrease) in cash and cash
equivalents 514,359 882,485
Cash and cash equivalents at beginning of period 2,545,282 2,246,136
Cash and cash equivalents at end of period $ 3,059,641 $ 3,128,621
<FN>
See accompanying Notes to Financial Statements
</TABLE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
Note 1 - Summary of Significant Accounting Policies
The accompanying interim financial statements do not include all
disclosures included in the annual financial statements and therefore
should be read in conjunction with the financial statements and notes
thereto included in the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1997.
The information furnished reflects all adjustments, consisting only
of normal recurring adjustments, which are in the opinion of the Company
necessary to present fairly the results for the interim periods presented.
<TABLE>
Note 2 - Retained Earnings
<CAPTION>
First Quarter
1998
<S> <C>
Balance at January 1, 1998 51,472,897
Changes January 1 through March 31:
Net Income 3,340,498
Quarterly cash dividends on common stock:
- $0.32 per share (5,371,651)
Quarterly cash dividends on preferred stock:
8-1/8% cumulative - $0.203125 per share (507,813)
5% cumulative - $0.125 per share (48,772)
4-3/4% cumulative - $0.11875 per share (47,500)
Total changes January 1 through March 31 (2,635,238)
Balance at March 31, 1998 $ 48,837,659
</TABLE>
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
RESULTS OF OPERATIONS
The following discussion analyzes significant changes in the results
of operations for the three-month and twelve-month periods ended March 31,
1998, compared to the same periods ended March 31, 1997.
Operating Revenues and Kilowatt-Hour Sales
Of the Company's total electric operating revenues during the first
quarter of 1998, approximately 45% were from residential customers, 28%
from commercial customers, 17% from industrial customers, 5% from wholesale
on-system customers and 3% from wholesale off-system transactions. The
remainder of such revenues were derived from miscellaneous sources. The
percentage changes from the prior year in kilowatt-hour ("Kwh") sales and
revenue by major customer class were as follows:
<TABLE>
<CAPTION>
Kwh Sales Revenue
Twelve Twelve
First Months First Months
Quarter Ended Quarter Ended
<S> <C> <C> <C> <C>
Residential 1.7% 1.3% 9.3% 6.2%
Commercial 1.9 2.6 7.8 7.1
Industrial 1.5 1.5 10.3 6.9
Wholesale On-System 7.5 5.3 10.2 5.0
Total System 2.0 2.0 9.3 6.8
</TABLE>
Residential and commercial Kwh sales and revenues were up during the
first quarter of 1998 compared to the first quarter of 1997 despite mild
temperatures during the first two months of 1998. Although heating degree
days were virtually level with the same period last year, increases of 1.8%
in the average number of residential customers served and 2.5% in the
average number of commercial customers served compared to a year ago
contributed to the increased Kwh sales and revenues. Revenues increased
more than the corresponding increase in Kwh sales due to annual rate
increases of $10,589,364 (6.43%) and $3,000,000 (1.7%) granted by the
Missouri Public Service Commission effective July 28, 1997, and September
19, 1997, respectively. The combined increases granted in 1997 equaled
$13,589,634 (8.25%).
Industrial Kwh sales and revenues were also up during the first
quarter of 1998 when compared to the same period last year due to
continuing increases in business activity throughout the Company's service
territory. Industrial revenues were also positively impacted by the 1997
Missouri rate increases.
On-system wholesale Kwh sales and revenues were up during the first
quarter of 1998 as well as for the twelve months ended March 31, 1998, due
to continued economic growth in the communities served. Revenues for the
first quarter of 1998 increased more than the corresponding Kwh sales while
revenues for the twelve months ended March 31, 1998, increased less than
the corresponding Kwh sales. These variations result from operation of the
fuel adjustment clause applicable to these FERC regulated sales.
<PAGE>
For the twelve months ended March 31, 1998, Kwh sales to and revenue
from the Company's on-system customers were up over the year earlier
period. This increase reflected the warmer summer temperatures during the
third quarter of 1997. Although these third quarter summer temperatures
were cooler than normal, they were warmer than those experienced during the
summer of 1996. Revenues for the twelve months ended March 31, 1998 also
reflect nine months of the Missouri rate increases.
The Company filed an application on February 19, 1998, to increase
rates in Arkansas by $618,497 annually. An agreement has been reached to
stipulate an increase of $358,849. The agreement is subject to the
approval of the Arkansas Public Service Commission. A public hearing on
this application has been set for June 1998. Any increase relating to this
filing is not expected to have a material effect on operating results for
1998.
Off-System Transactions
In addition to sales to its own customers, the Company also sells power
to other utilities as available and also provides transmission service
through its system for transactions between other energy suppliers. During
the first quarter of 1998, income from such off-system transactions
exceeded related expenses by approximately $0.4 million, compared with
approximately $0.5 million during the first quarter of 1997. For the twelve
months ended March 31, 1998 and March 31, 1997, income from such off-system
transactions exceeded related expenses by approximately $2.0 million
annually.
Operating Revenue Deductions
During the first quarter of 1998, total operating expenses increased
approximately $0.8 million (2.9%) compared with the same period last year.
Purchased power costs were up approximately $1.9 million (15.2%) during the
period, primarily due to increased purchases of replacement energy needed
during an outage at the Asbury Plant initially caused by a generator
winding problem in late January. The outage was extended to perform
planned spring maintenance originally scheduled for the second quarter.
The Asbury Plant returned to service in early March.
Total fuel costs were down approximately $0.6 million (9.3%) during
the first quarter of 1998, reflecting primarily a decrease of approximately
151 million Kwh (27.0%) in fuel-generated kilowatt-hours by the Company's
plants due largely to the Asbury Plant outage.
Other operating expenses decreased approximately $0.5 million (6.5%)
during the period, due primarily to lower general and administrative costs.
Maintenance and repair expense increased approximately $1.0 million (34.5%)
during the quarter, primarily due to the increased expenses associated with
the Asbury maintenance outage.
Depreciation and amortization expenses increased approximately $0.6
million (11.0%) during the quarter due to increased levels of plant and
equipment placed in service, primarily Unit No. 2 at the State Line Plant
in June 1997. Total income taxes increased during the first quarter of 1998
due primarily to higher taxable income during the current period. Other
taxes were up approximately $0.2 million (8.2%) during the quarter largely
as a result of increased franchise taxes relating to higher revenues.
During the twelve months ended March 31, 1998, total operating
expenses were up approximately $3.6 million (3.3%) compared to the year ago
period. Total purchased power costs were up approximately $0.2 million
(0.4%), primarily due to increased purchases of replacement energy needed
during the Asbury Plant outage. Total fuel costs were up approximately
<PAGE>
$3.8 million (11.9%) during the twelve month period due primarily to
greater availability of the Company owned generating facilities. Unit No.
2 at the State Line Plant began commercial operation on June 18, 1997, and
the Asbury Plant set a Company record by running continuously for 170 days
during the second and third quarters of 1997.
Other operating expenses decreased approximately $0.4 million (1.2%)
during the twelve months ended March 31, 1998, compared to the same period
last year due primarily to lower general and administrative costs.
Maintenance and repair expenses during the twelve months ended March
31, 1998 were virtually level with these expenses for the prior period.
Depreciation and amortization expense increased approximately $2.1 million
(9.8%) due to increased levels of plant and equipment placed in service.
Total provision for income taxes increased $2.1 million (18.7%) due to
higher taxable income during the current period.
Nonoperating Items
Total allowance for funds used during construction decreased
significantly during both current year periods as compared to the same
periods last year, reflecting lower levels of construction work in
progress, particularly due to the completion of Unit No. 2 at the Company's
State Line Plant in June 1997.
Although interest income decreased slightly during the twelve months
ended March 31, 1998, it increased slightly during the first quarter of
1998, reflecting more cash available for investment particularly due to
decreased levels of construction and higher revenues associated with the
1997 Missouri rate increase. Interest charges on first mortgage bonds were
significantly higher during the current twelve-month period because of the
issuance of $25.0 million of the Company's First Mortgage Bonds in
December, 1996. Commercial paper interest increased during both periods
due to increased usage of short-term debt to finance the Company's
construction program.
Earnings
For the first quarter of 1998, earnings per share of common stock
were $0.16 compared to $0.15 during the first quarter of 1997. Earnings per
share were up primarily due to increased revenues resulting from the 1997
rate increases granted by the Missouri Public Service Commission.
Earnings per common share for the twelve months ended March 31, 1998,
were $1.29 compared to $1.17 for the twelve months ended a year earlier.
Increased revenues resulted primarily from the warm summer temperatures in
the third quarter of 1997 and the 1997 Missouri rate increases.
LIQUIDITY AND CAPITAL RESOURCES
The Company's construction-related expenditures totaled $9.1 million
during the first quarter of 1998, compared to $15.7 million for the same
period in 1997. Approximately $4.3 million during the first quarter of
1998 was related to additions to the Company's distribution system to meet
projected increases in customer demand and approximately $0.7 million of
the first quarter's construction expenditures was related to the Company's
investment in fiber optics cable and equipment which the Company plans to
utilize and to lease to other entities. The large decrease in construction
<PAGE>
expenditures for 1998 is mainly due to the completion of Unit No. 2 at the
State Line Power Plant, which was placed in service June 18, 1997. During
the first quarter of 1998, approximately 92% of construction expenditures
and other funds requirements were satisfied internally from operations.
The remainder was provided from the issuance of commercial paper, and from
the sale of common stock through the Company's Dividend Reinvestment Plan
and Employee Stock Purchase Plan.
The Company's construction expenditures are expected to total
approximately $35.6 million in 1998, including approximately $19.1 million
for additions to the Company's distribution system to meet projected
increases in customer demand.
On April 28, 1998, the Company sold to the public in an underwritten
offering $50 million aggregate principal amount of its First Mortgage
Bonds, 6.50% Series due 2010. The net proceeds from this sale were added
to the Company's general funds and were used to repay $23 million of the
Company's First Mortgage Bonds, 5.70% Series due May 1, 1998 and to repay
short-term indebtedness, including indebtedness incurred in connection with
the Company's construction program.
The Company currently estimates that internally generated funds will
provide all of the funds required for the remainder of its 1998
construction expenditures. In the past, the Company has utilized short-
term debt to finance any additional amounts needed for such construction
and repaid such borrowings with the proceeds of sales of public offerings
of long-term debt or equity securities, including the sale of the Company's
common stock pursuant to its Dividend Reinvestment Plan and Employee Stock
Purchase Plan and from internally-generated funds. The Company will
continue to utilize short-term debt as needed to support normal operations
or other temporary requirements.
FORWARD LOOKING STATEMENTS
Certain matters discussed in this quarterly report are "forward-
looking statements" intended to qualify for the safe harbor from liability
established by the Private Securities Litigation Reform Act of 1995. Such
statements address future plans, objectives, expectations and events or
conditions concerning various matters such as capital expenditures,
earnings, rate and other regulatory matters, liquidity and capital
resources, and accounting matters. Actual results in each case could differ
materially from those currently anticipated in such statements, by reason
of factors such as the cost and availability of company-owned generation,
purchased power and fuel; electric utility restructuring, including
ongoing state and federal activities; weather, business and economic
conditions; legislation; regulation, including rate relief; competition;
and other circumstances affecting anticipated rates, revenues and costs.
<PAGE>
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
(a) The annual meeting of Common Stockholders was held on April 23, 1998.
(b) The following persons were re-elected Directors of the Company to
serve until the 2001 Annual Meeting of Stockholders:
V. E. Brill (12,083,593 votes for; 109,772 withheld authority).
R. C. Hartley (12,074,444 votes for; 118,921 withheld authority).
F. E. Jeffries (12,085,334 votes for; 108,031 withheld authority).
The term of office as Director of the following other Directors
continued after the meeting: M. F. Chubb, Jr., R. D. Hammons, J. R.
Herschend, R. L. Lamb, R. E. Mayes, M. W. McKinney, and M. M. Posner.
Item 5. Other Information.
At March 31, 1998, the Company's ratio of earnings to fixed charges,
and ratio of earnings to fixed charges and preferred stock dividend
requirements, were 3.02x and 2.51x, respectively. See Exhibit (12) hereto.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
(4) Twenty-Ninth Supplemental Indenture dated as of April 1, 1998
to Indenture of Mortgage and Deed of Trust.
(12) Computation of Ratios of Earnings to Fixed Charges and Earnings
to Combined Fixed Charges and Preferred Stock Dividend Requirements.
(27) Financial Data Schedule for March 31, 1998
(b) In a current report dated April 23, 1998, the Company filed, under
Item 5. "Other Events," a press release announcing the Company's
earnings for the first quarter of 1998 and for the twelve month
period ended March 31, 1998.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
THE EMPIRE DISTRICT ELECTRIC COMPANY
Registrant
By /s/ R. B. Fancher
R. B. Fancher
Vice President - Finance
By /s/ G. A. Knapp
G. A. Knapp
Controller and Assistant Treasurer
May 12, 1998
<PAGE>
EXHIBIT (12)
COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES AND
EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDEND
REQUIREMENTS
Twelve
Months Ended
March 31, 1998
Income before provision for income taxes and fixed charges
(Note A) $ 55,741,399
Fixed charges:
Interest on first mortgage bonds $ 15,701,389
Amortization of debt discount and expense less premium 888,744
Interest on short-term debt 1,419,770
Other interest 321,256
Rental expense representative of an interest factor (Note B) 156,662
Total fixed charges 18,487,821
Preferred stock dividend requirements:
Preferred stock dividend requirements not deductible for
tax purposes 2,338,304
Ratio of income before provision for incomes taxes to net income 1.552
Nondeductible dividend requirements 3,629,048
Deductible dividends 78,036
Total preferred stock dividend requirements 3,707,084
Total combined fixed charges and preferred stock dividend
requirements $ 22,194,905
Ratio of earnings to fixed charges 3.02x
Ratio of earnings to combined fixed charges and preferred
stock dividend requirements 2.51x
NOTE A: For the purpose of determining earnings in the calculation of
the ratio, net income has been increased by the provision for
income taxes, non-operating income taxes and by the sum of fixed
charges as shown above.
NOTE B: One-third of rental expense (which approximates the interest
factor).
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AT MARCH 31, 1998 AND THE STATEMENT OF INCOME AND THE STATEMENT OF
CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 549,561,412
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 40,013,538
<TOTAL-DEFERRED-CHARGES> 41,502,736
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 631,077,686
<COMMON> 16,837,648
<CAPITAL-SURPLUS-PAID-IN> 152,124,964
<RETAINED-EARNINGS> 48,837,659
<TOTAL-COMMON-STOCKHOLDERS-EQ> 217,800,271
0
32,901,800
<LONG-TERM-DEBT-NET> 219,388,507
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 28,000,000
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 132,987,108
<TOT-CAPITALIZATION-AND-LIAB> 631,077,686
<GROSS-OPERATING-REVENUE> 51,388,240
<INCOME-TAX-EXPENSE> 1,954,840
<OTHER-OPERATING-EXPENSES> 41,373,627
<TOTAL-OPERATING-EXPENSES> 43,328,467
<OPERATING-INCOME-LOSS> 8,059,773
<OTHER-INCOME-NET> (171,383)
<INCOME-BEFORE-INTEREST-EXPEN> 7,888,390
<TOTAL-INTEREST-EXPENSE> 4,547,892
<NET-INCOME> 3,340,498
604,085
<EARNINGS-AVAILABLE-FOR-COMM> 2,736,413
<COMMON-STOCK-DIVIDENDS> 5,371,651
<TOTAL-INTEREST-ON-BONDS> 4,145,292
<CASH-FLOW-OPERATIONS> 14,412,037
<EPS-PRIMARY> 0.16
<EPS-DILUTED> 0.16
</TABLE>
(Conformed)
THE EMPIRE DISTRICT ELECTRIC COMPANY
TO
HARRIS TRUST AND SAVINGS BANK
AND
STATE STREET BANK AND TRUST COMPANY
OF MISSOURI, N.A.
Trustees
___________________
Twenty-Ninth Supplemental Indenture
Dated as of April 1, 1998
___________________
(Supplemental to Indenture dated as of September 1, 1944)
___________________
$50,000,000
First Mortgage Bonds, 6.50% Series due 2010
<PAGE>
TABLE OF CONTENTS1
PAGE
PARTIES 1
RECITALS 1
FORM OF BOND 2
FORM OF PRINCIPAL TRUSTEE'S CERTIFICATE OF AUTHENTICATION 5
GRANTING CLAUSES 5
SUBSTATIONS AND SWITCHING STATIONS 5
PRODUCTION PLANT 6
PROPERTY NOW OWNED OR HEREAFTER ACQUIRED 7
SUBJECT TO PERMITTED ENCUMBRANCES, LIENS ON
AFTER-ACQUIRED PROPERTY AND CERTAIN VENDORS' LIENS 7
HABENDUM 8
GRANT IN TRUST 8
DEFEASANCE 8
GENERAL COVENANT 8
ARTICLE I
CREATION AND DESCRIPTION OF FIRST MORTGAGE BONDS,
6.50% SERIES DUE 2010
SECTION 1. New Series of Bonds 8
Bonds to be dated as of authentication date 8
Record Date 8
Denominations 8
Registrable and interchangeable,tax or government charge 9
No service charge on exchange or transfer 9
Book-entry procedures 9
SECTION 2. Issue of Bonds of the New Series limited to $50,000,000. All or a
portion of the Bonds of the New Series may be authenticated
prior to recording of this Supplemental Indenture 10
ARTICLE II
NO REDEMPTION OF BONDS OF THE NEW SERIES
The Bonds of the New Series shall not be redeemable by the Company 10
ARTICLE III
NO SINKING AND IMPROVEMENT FUND FOR BONDS OF THE
NEW SERIES
There shall be no Sinking and Improvement Fund for the Bonds of the
New Series 10
___________________
1This Table of Contents is not a part of the annexed Supplemental Indenture as
executed.
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PAGE
ARTICLE IV
DIVIDEND COVENANTS
Covenants in Section 4.11 of the Original Indenture to continue in
effect so long as any Bonds of the New Series are outstanding 11
ARTICLE V
THE TRUSTEES
The Trustees accept the trusts created by this Supplemental Indenture
and agree to perform the same upon terms set forth in the Original
Indenture as supplemented 11
ARTICLE VI
MISCELLANEOUS PROVISIONS
SECTION 1. Provision regarding legal holidays 11
SECTION 2. Original Indenture, as supplemented and amended,
ratified and confirmed 11
SECTION 3. This Supplemental Indenture may be executed in
counterparts 11
SECTION 4. Rights conferred only on holder of bonds, Company
and Trustees 11
TESTIMONIUM 12
SIGNATURES AND SEALS 12
ACKNOWLEDGMENTS 15
<PAGE>
TWENTY-NINTH SUPPLEMENTAL INDENTURE, dated as of April 1, 1998, between The
Empire District Electric Company, a corporation organized and existing under
the laws of the State of Kansas (hereinafter called the "Company"), party of
the first part, and Harris Trust and Savings Bank, a corporation organized and
existing under the laws of the State of Illinois and having its principal
place of business at 111 West Monroe Street, in the City of Chicago, Illinois,
and State Street Bank and Trust Company of Missouri, N.A., a national banking
association organized under the laws of the United States of America, and having
its principal corporate trust office located in St. Louis, MO (successor to
Mercantile Bank of Western Missouri, Joplin, MO as set
out in Resignation and Appointment Agreement dated July 28, 1997, recorded with
the Recorder of Deeds in Carthage, MO and successor at Book 1558 Page 502-509.)
(hereinafter sometimes called respectively the "Principal Trustee" and the
"Missouri Trustee" and together the "Trustees" and each thereof a "Trustee"),
as Trustees, parties of the second part.
WHEREAS the Company has heretofore executed and delivered to the Trustees its
Indenture of Mortgage and Deed of Trust, dated as of September 1, 1944
(hereinafter sometimes referred to as the "Original Indenture"), to secure an
issue of First Mortgage Bonds of the Company, issuable in series, and created
thereunder a series of bonds designated as First Mortgage Bonds, 3-1/2%
Series due 1969, being the initial series of bonds issued under the
Original Indenture; and
WHEREAS the Company has heretofore executed and delivered to the Trustees
twenty-eight Supplemental Indentures supplemental to the Original Indenture as
follows:
Title Dated
First Supplemental Indenture as of June 1, 1946
Second Supplemental Indenture as of January 1, 1948
Third Supplemental Indenture as of December 1, 1950
Fourth Supplemental Indenture as of December 1, 1954
Fifth Supplemental Indenture as of June 1, 1957
Sixth Supplemental Indenture as of February 1, 1968
Seventh Supplemental Indenture as of April 1, 1969
Eighth Supplemental Indenture as of May 1, 1970
Ninth Supplemental Indenture as of July 1, 1976
Tenth Supplemental Indenture as of November 1, 1977
Eleventh Supplemental Indenture as of August 1, 1978
Twelfth Supplemental Indenture as of December 1, 1978
Thirteenth Supplemental Indenture as of November 1, 1979
Fourteenth Supplemental Indenture as of September 15, 1983
Fifteenth Supplemental Indenture as of October 1, 1988
Sixteenth Supplemental Indenture as of November 1, 1989
Seventeenth Supplemental Indenture as of December 1, 1990
Eighteenth Supplemental Indenture as of July 1, 1992
Nineteenth Supplemental Indenture as of May 1, 1993
Twentieth Supplemental Indenture as of June 1, 1993
Twenty-First Supplemental Indenture as of October 1, 1993
Twenty-Second Supplemental Indenture as of November 1, 1993
Twenty-Third Supplemental Indenture as of November 1, 1993
Twenty-Fourth Supplemental Indenture as of March 1, 1994
Twenty-Fifth Supplemental Indenture as of November 1, 1994
Twenty-Sixth Supplemental Indenture as of April 1, 1995
Twenty-Seventh Supplemental Indenture as of June 1, 1995
Twenty-Eighth Supplemental Indenture as of December 1, 1996
<PAGE>
some for the purpose of creating an additional series of bonds and of conveying
additional property of the Company, and some for the purpose of modifying or
amending provisions of the Original Indenture (the Original Indenture, all said
Supplemental Indentures and this Supplemental Indenture are herein collectively
called the "Indenture"); and
WHEREAS the Company has acquired certain additional property hereinafter
described or mentioned and, in compliance with its covenants in the Original
Indenture, desires, by this Twenty-Ninth Supplemental Indenture, to evidence
the subjection of such additional property to the lien of the Indenture; and
WHEREAS as provided by the Original Indenture, the Board of Directors of the
Company, by resolution, has authorized a new series of bonds, to mature April
1, 2010, and to be designated as "First Mortgage Bonds, 6.50% Series due 2010,"
and has authorized provisions permitted by the Original Indenture in respect of
the bonds of said series; and
WHEREAS the Board of Directors of the Company has authorized the Company to
enter into this Twenty-Ninth Supplemental Indenture (herein sometimes referred
to as "this Twenty-Ninth Supplemental Indenture" or "this Supplemental
Indenture") conveying to the Trustees and subjecting to the lien of the
Indenture the property hereinafter described or mentioned, creating and
designating the new series of bonds, and specifying the form and provisions of
the bonds of said series provided or permitted by the Indenture; and
WHEREAS the texts of the First Mortgage Bonds, 6.50% Series due 2010, and of
the Principal Trustee's Certificate of Authentication to be endorsed thereon are
to be substantially in the forms following, respectively:
[FORM OF BOND]
[FACE]
THE EMPIRE DISTRICT ELECTRIC COMPANY
FIRST MORTGAGE BOND
6.50% SERIES DUE 2010
DUE APRIL 1, 2010
No. $
THE EMPIRE DISTRICT ELECTRIC COMPANY, a corporation organized and existing under
the laws of the State of Kansas (hereinafter sometimes called the "Company"),
for value received, hereby promises to pay to or registered assigns, on
April 1, 2010, Dollars ($ ) at its office or agency in the City of
Chicago, Illinois, and to pay interest thereon at said office or agency at the
rate per annum specified in the title hereof from April 28, 1998, or from the
most recent interest payment date to which interest has been paid or duly
provided for on the bonds of this series, semi-annually on April 1 and October
1 in each year, commencing on October 1, 1998, until the Company's obligation
with respect to such principal sum shall be discharged. The principal of and the
interest on this bond shall be payable in any coin or currency of the United
States of America which at the time of payment shall be legal tender for the
payment of public and private debts. The interest so payable on
any April 1 and October 1 will, subject to certain exceptions provided in
the Twenty-Ninth Supplemental Indenture referred to on the reverse hereof, be
paid to the person in whose name this bond is registered at the close of
business on the March 15 or September 15 next preceding such April 1 or October
1. Notwithstanding anything in the Original Indenture or this
Supplemental Indenture to the contrary, so long as the bonds of this series are
in a book-entry only system, payment of principal of and interest on this bond
will be in accordance with arrangements with The Depository Trust Company, a
New York corporation ("DTC").
Reference is made to the further provisions of this bond set forth on the
reverse hereof. Such further provisions shall for all purposes have the same
effect as though fully set forth at this place.
<PAGE>
This bond shall not be valid or become obligatory for any purpose until the
certificate of authentication endorsed hereon shall have been signed by Harris
Trust and Savings Bank, or its successor, as a Trustee under the Indenture
referred to on the reverse hereof.
IN WITNESS WHEREOF, THE EMPIRE DISTRICT ELECTRIC COMPANY has caused this bond
to be signed in its name by its President or a Vice President, and its corporate
seal to be imprinted hereon and attested by its Secretary or an Assistant
Secretary.
Dated:
THE EMPIRE DISTRICT ELECTRIC COMPANY,
By___________________________________
President.
Attest:
___________________________________
Secretary.
[FORM OF BOND]
[REVERSE]
This bond is one of an issue of bonds of the Company, known as its First
Mortgage Bonds, issued and to be issued in one or more series under and equally
and ratably secured (except as any sinking, amortization, improvement or other
fund, established in accordance with the provisions of the indenture
hereinafter mentioned may afford additional security for the
bonds of any particular series) by a certain indenture of mortgage and deed of
trust, dated as of September 1, 1944, made by the Company to Harris Trust and
Savings Bank and State Street Bank and Trust Company of Missouri, N.A., as
Trustees (hereinafter called the "Trustees"), and certain indentures
supplemental thereto, including a Third Supplemental Indenture, a Sixth
Supplemental Indenture, a Seventh Supplemental Indenture, an Eighth Supplemental
Indenture, a Fourteenth Supplemental Indenture, a Twenty-Fourth Supplemental
Indenture and a Twenty-Ninth Supplemental Indenture (dated respectively as of
December 1, 1950, February 1, 1968, April 1, 1969, May 1, 1970, September 15,
1983, March 1, 1994 and April 1, 1998) made by the Company to
the Trustees (said indenture of mortgage and deed of trust and all indentures
supplemental thereto being hereinafter collectively called the "Indenture"), to
which Indenture reference is hereby made for a description of the property
mortgaged, the nature and extent of the security, the rights and limitations of
rights of the Company, the Trustees, and the holders of said
bonds, and the terms and conditions upon which said bonds are secured, to all of
the provisions of which Indenture, including the provisions permitting the
issuance of bonds of any series for property which, under the restrictions and
limitations therein specified, may be subject to
liens prior to the lien of the Indenture, the holder, by accepting this bond,
assents. To the extent permitted by, and as provided in, the Indenture, the
rights and obligations of the Company and of the holders of said bonds may be
changed and modified, with the consent of the Company, by the holders of at
least 60% in aggregate principal amount of the bonds then outstanding, such
percentage being determined as provided in the Indenture, or in the event that
one or more but less than all of the series of bonds then outstanding are
affected by such change or modification, by the holders of 60% in aggregate
principal amount of the outstanding bonds of such one or more series so
affected. Without the consent of the holder hereof no change or modification
of the rights and obligations of the Company and of the holders of the bonds
<PAGE>
shall be made which will extend the time of payment of the principal of or the
interest on this bond or reduce the principal amount hereof or the rate of
interest hereon or will otherwise modify the terms of payment of such
principal or interest (other than changes in any sinking or other fund) or
will permit the creation of any lien ranking prior to or on a parity with the
lien of the Indenture on any of the mortgaged property, or will deprive any
non-assenting bondholder of a lien upon the mortgaged property for the security
of such bondholder's bonds, subject to certain exceptions, or will reduce the
percentage of bonds required for the aforesaid action under the Indenture.
This bond is one of a series of bonds designated as the First Mortgage Bonds,
6.50% Series due 2010, of the Company.
The principal of this bond may be declared or may become due before the
maturity hereof, on the conditions, in the manner and at the times set forth in
the Indenture, upon the happening of a default as therein defined.
This bond is transferable by the registered owner hereof in person or by his
duly authorized attorney at the office or agency of the Company in the City of
Chicago, Illinois, upon surrender and cancellation of this bond, and
thereupon a new bond of this series, for a like principal amount, will be issued
to the transferee in exchange therefor, as provided in the Indenture. If this
bond is transferred or exchanged between a record date, as defined in the
aforementioned Twenty-Ninth Supplemental Indenture, and the interest payment
date in respect thereof, the new bond or bonds will bear interest from such
interest payment date unless the interest payable on such date is not duly
paid or provided for on such date. The Company and the Trustees and any
paying agent may deem and treat the person in whose name this bond is
registered as the absolute owner hereof for the purpose of receiving payment as
herein provided and for all other purposes. This bond, alone or with other bonds
of this series, may in like manner be exchanged at such office or agency for
one or more new bonds of this series in authorized denominations, of the
same aggregate principal amount, all as provided in the Indenture. Upon
each such transfer or exchange the Company may require the payment of any stamp
or other tax or governmental charge incident thereto.
No recourse under or upon any covenant or obligation of the Indenture, or of
any bonds thereby secured, or for any claim based thereon, or otherwise in any
manner in respect thereof, shall be had against any incorporator, subscriber to
the capital stock, stockholder, officer or director, as such, of the Company,
whether former, present or future, either directly, or indirectly through the
Company or the Trustees or either of them, by the enforcement of any
subscription to capital stock, assessment or otherwise, or by any legal or
equitable proceeding by virtue of any statute or otherwise (including,
without limiting the generality of the foregoing, any proceeding to enforce any
claimed liability of stockholders of the Company based upon any theory of
disregarding the corporate entity of the Company or upon any theory that the
Company was acting as the agent or instrumentality of the stockholders), any
and all such liability of incorporators, stockholders, subscribers, officers
and directors, as such, being released by the holder hereof, by the acceptance
of this bond, and being likewise waived and released by the terms of the
Indenture under which this bond is issued.
Whenever the beneficial ownership of this bond is determined by a book-entry at
a securities depository for the bonds, the foregoing requirements of holding,
delivering or transferring this bond shall be modified to require the
appropriate person or entity to meet the requirements of the securities
depository as to registering or transferring the book-entry to produce the same
effect.
<PAGE>
[FORM OF PRINCIPAL TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
This bond is one of the bonds, of the series designated therein, described in
the within-mentioned Indenture.
HARRIS TRUST AND SAVINGS BANK,
as Trustee,
By_________________________________
Authorized Officer
and
WHEREAS the Company represents that all acts and things necessary have happened,
been done, and been performed, to make the First Mortgage Bonds, 6.50% Series
due 2010, when duly executed by the Company and authenticated by the Principal
Trustee, and duly issued, the valid, binding and legal obligations of the
Company, and to make the Original Indenture, the aforementioned twenty-eight
Supplemental Indentures and this Supplemental Indenture valid and
binding instruments for the security thereof, in accordance with their terms;
NOW, THEREFORE, THIS TWENTY-NINTH SUPPLEMENTAL INDENTURE WITNESSETH: That The
Empire District Electric Company, the Company herein named, in consideration of
the premises and of One Dollar ($1.00) to it duly paid by the Trustees at or
before the ensealing and delivery of these presents, the receipt whereof is
hereby acknowledged, and in order to secure the payment of the principal of
and the interest on all bonds from time to time outstanding under the
Indenture, according to the terms of said bonds and of the coupons attached
thereto, has granted, bargained, sold, warranted, aliened, remised, released,
conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed,
and by these presents does grant, bargain, sell, warrant, alien, remise,
release, convey, assign, transfer, mortgage, pledge, set over and confirm
unto Harris Trust and Savings Bank and State Street Bank and Trust Company of
Missouri, N.A., as Trustees, and their respective successor or successors in the
trust, and its or their assigns forever, the following property, with the same
force and effect and subject to the same reservations and exceptions, as
though specifically described in the granting clauses of the Original
Indenture, that is to say:
SUBSTATIONS AND SWITCHING STATIONS
1. Land for Expansion of Boston East Substation #249:
Land located in the County of Barton, State of Missouri:
A TRACT OF LAND BEGINNING AT A POINT APPROXIMATELY 475 FEET (476.37
FEET-MEASURED), SOUTH (SOUTH 00? 14' WEST - MEASURED) OF THE NORTHWEST CORNER
OF SECTION TWENTY-EIGHT (28), THENCE IN A SOUTHERLY DIRECTION (SOUTH 00? 14'
WEST - MEASURED) A DISTANCE OF 200 FEET, THENCE IN AN EASTERLY DIRECTION
(SOUTH 89? 46' EAST - MEASURED) A DISTANCE OF 200 FEET, THENCE IN A NORTHERLY
DIRECTION (NORTH 00? 14' EAST - MEASURED) A DISTANCE OF 200 FEET, THENCE IN A
WESTERLY DIRECTION (NORTH 89? 46' WEST - MEASURED) A DISTANCE OF 200 FEET TO
THE POINT OF BEGINNING, BEING SITUATE IN SECTION TWENTY-EIGHT (28), TOWNSHIP
THIRTY-ONE (31) NORTH, RANGE THIRTY (30) WEST, BARTON COUNTY, MISSOURI.
<PAGE>
2. Land for New Noel Substation #444:
Land located in the County of McDonald, State of Missouri:
ALL OF LOTS 11 AND 12, HARMON-ST. CLAIR SUB-DIVSION IN SECTION 15, TOWNSHIP 21,
RANGE 33, MCDONALD COUNTY, MISSOURI.
3. Land for New Willard Substation #445:
Land located in the County of Greene, State of Missouri:
COMMENCING AT AN EXISTING RAILROAD SPIKE, AT THE SOUTHEAST CORNER OF THE
SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 14, TOWNSHIP 30 NORTH,
RANGE 23 WEST. THENCE NORTH 00 DEGREES 29 MINUTES 13 SECONDS WEST, ALONG THE
EAST LINE OF SAID SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER, A DISTANCE OF
30.00 FEET. THENCE SOUTH 89 DEGREES 36 MINUTES 41 SECONDS WEST,
A DISTANCE OF 29.78 FEET TO THE WEST RIGHT-OF-WAY LINE OF MISSOURI STATE HIGHWAY
"Z", TO A 5/8 INCH IRON PIN CAPPED L.S. 2153 FOR A POINT OF BEGINNING. THENCE
CONTINUING SOUTH 89 DEGREES 36 MINUTES 41 SECONDS WEST, ALONG THE NORTH
RIGHT-OF-WAY LINE OF FARM ROAD #68, A DISTANCE OF 208.71 FEET, TO A 5/8
INCH IRON PIN CAPPED L.S. 2153. THENCE NORTH 00 DEGREES 31 MINUTES 13
SECONDS WEST, A DISTANCE OF 208.71 FEET, TO A 5/8 INCH IRON PIN CAPPED L.S.
2153. THENCE NORTH 89 DEGREES 36 MINUTES 41 SECONDS EAST, A DISTANCE OF 208.71
FEET, TO A 5/8 INCH PIN CAPPED L.S. 2153 ON SAID WEST RIGHT-OF-WAY LINE OF
MISSOURI STATE HIGHWAY "Z". THENCE SOUTH 00 DEGREES 31 MINUTES 13 SECONDS
EAST, ALONG SAID WEST RIGHT-OF-WAY LINE OF MISSOURI STATE HIGHWAY "Z", A
DISTANCE OF 208.71 FEET, TO THE POINT OF BEGINNING. ALL IN GREENE COUNTY,
MISSOURI. CONTAINING 1.00 ACRES PLUS OR MINUS.
PRODUCTION PLANT
4. Additional land for State Line plant:
Land located in the County of Jasper, State of Missouri:
BEGINNING AT THE NORTH QUARTER CORNER OF SECTION 14, TOWNSHIP 27 NORTH,
RANGE 34 WEST, THENCE SOUTH 89?36' WEST 630 FEET, THENCE SOUTH 687.54 FEET TO
THE CENTER OF THE FRISCO RAILROAD, THENCE SOUTHEASTERLY ALONG THE CENTER OF
THE FRISCO RAILROAD TO THE CENTER LINE OF SECTION 14, THENCE NORTH 1230.56
FEET TO THE POINT OF BEGINNING, EXCEPT RAILROAD RIGHT-OF-WAY AND EXCEPT THE
EAST 325 FEET OF THE NORTH 600 FEET AND EXCEPT BEGINNING 460 FEET WEST OF THE
NORTH QUARTER CORNER OF SAID SECTION, THENCE WEST 170 FEET, THENCE SOUTH 235
FEET, THENCE NORTH 89?36' EAST 170 FEET, THENCE NORTH 235 FEET TO THE POINT OF
BEGINNING, ALL IN JASPER COUNTY, MISSOURI, EXCEPT ANY PART TAKEN OR DEEDED
FOR ROAD PURPOSES.
5. Additional land for State Line Plant:
Land located in the County of Jasper, State of Missouri:
BEGINNING AT A POINT 1962.11 FEET SOUTH OF THE NORTH QUARTER OF SECTION 14,
TOWNSHIP 27 NORTH, RANGE 34 WEST, THENCE SOUTH 988.03 FEET, THENCE, SOUTH 89
DEGREES 16' WEST 1,901.33 FEET TO THE MISSOURI-KANSAS STATE LINE, THENCE NORTH
01 DEGREE 44' WEST (ALONG STATE LINE) 988.03 FEET, THENCE NORTH 89 DEGREES
<PAGE>
16' EAST 1,936.69 FEET TO THE POINT OF BEGINNING, CONTAINING 43.082 ACRES,
LESS RIGHT-OF-WAY ALONG THE STATE LINE: ALSO BEGINNING IN THE CENTER OF THE
FRISCO RAILROAD 1,230.56 FEET SOUTH OF THE NORTH QUARTER OF SECTION 14,
TOWNSHIP 27 NORTH, RANGE 34 WEST, THENCE SOUTH 731.55 FEET, THENCE SOUTH
89 DEGREES 16' WEST 1,936.69 FEET TO THE MISSOURI-KANSAS STATE LINE, THENCE
NORTH 01 DEGREE 44' WEST 1,985.05 FEET TO THE NORTHWEST CORNER OF SECTION 14,
THENCE SOUTH 89 DEGREES 48' EAST 382.22 FEET TO THE CENTER LINE OF THE
FRISCO RAILROAD, THENCE SOUTHEASTERLY ALONG THE CENTER LINE OF RAILROAD TO
THE POINT OF BEGINNING, CONTAINING 66.5 ACRES, LESS ROAD RIGHT-OF-WAY ALONG
THE STATE LINE:
EXCEPTING THEREFROM THE FOLLOWING DESCRIBED REAL ESTATE TO-WIT:
BEGINNING AT A POINT 2,598.08 FEET SOUTH OF THE NORTHWEST CORNER OF SECTION 14,
TOWNSHIP 27 NORTH, RANGE 34 WEST, THENCE EAST 464.65 FEET, THENCE SOUTH 01
DEGREE 00' EAST 375.0 FEET, THENCE WEST 464.65 FEET, THENCE NORTH 01 DEGREE
00' WEST 375.0 FEET TO THE PLACE OF BEGINNING, EXCEPT THAT PART TAKEN FOR
ROAD RIGHT-OF-WAY. AND EXCEPTING ROAD RIGHT-OF-WAY AND FRISCO RAILROAD
RIGHT-OF-WAY ON THE NORTHEAST.
AND EXCEPT A TRACT OF LAND DESCRIBED AS COMMENCING AT AN IRON PIN SET AT THE
NORTHWEST CORNER OF SECTION 14, TOWNSHIP 27 NORTH, RANGE 34 WEST, JASPER COUNTY,
MISSOURI; THENCE SOUTH 01 DEGREE 56' 10" EAST 1,200.00 FEET ALONG THE WEST LINE
OF SECTION 14 TO A SET 5/8 INCH IRON PIN, THENCE NORTH 89 DEGREES 13' 46" EAST
1,525.00 FEET TO A SET 5/8 INCH IRON PIN; THENCE NORTH 209.86 FEET TO THE
SOUTH RIGHT-OF-WAY LINE OF THE BURLINGTON NORTHERN RAILROAD; THENCE SOUTH
52 DEGREES 56' 12" EAST 312.12 FEET ALONG SAID RIGHT-OF-WAY TO A SET 5/8
INCH IRON PIN; THENCE CONTINUING ALONG SAID RIGHT-OF-WAY 234.81 FEET ON A
CURVE TO THE LEFT WITH A CENTER ANGLE OF 04 DEGREES 36' 56" A RADIUS OF 2,914.79
FEET ALONG CHORD DISTANCE 234.75 FEET ON A BEARING OF SOUTH 56 DEGREES 13'
54" EAST TO A 5/8 INCH IRON PIN SET ON THE NORTH/SOUTH HALF SECTION LINE;
THENCE SOUTH 1,658.97 FEET ALONG SAID HALF SECTION LINE TO A FOUND 1/2 INCH
IRON PIN; THENCE SOUTH 89 DEGREES 13' 46" WEST, 1,444.63 FEET TO A SET 5/8 INCH
IRON PIN; THENCE NORTH 01 DEGREE 56' 10" WEST 375.80 FEET TO A SET 5/8 INCH
IRON PIN; THENCE SOUTH 89 DEGREES 13' 46" WEST, 464.65 FEET TO A 5/8 INCH IRON
PIN SET ON THE WEST LINE OF SECTION 14; THENCE NORTH 01 DEGREE 56' 10" WEST
1,398.08 FEET ALONG THE WEST LINE OF SECTION 14, TO THE POINT OF BEGINNING,
EXCEPT ANY PART TAKEN OR DEEDED FOR ROAD PURPOSES.
ALSO all other property, whether real, personal or mixed (except as in the
Original Indenture expressly excepted) of every nature and kind and wheresoever
situated now owned or hereafter acquired by the Company;
TOGETHER with all and singular the tenements, hereditaments and appurtenances
belonging or in anywise appertaining to the aforesaid mortgaged property or any
part thereof, with the reversion and reversions, remainder and remainders and
(subject to the provisions of s 8.01 of the Original Indenture) the tolls,
rents, revenues, issues, earnings, income, products and profits thereof,
and all the estate, right, title and interest and claim whatsoever, at law
as well as in equity, which the Company now has or may hereafter acquire in
and to the aforesaid mortgaged property, and every part and parcel thereof;
SUBJECT, HOWEVER, to permitted encumbrances as defined in the Original
Indenture and, as to any property hereafter acquired by the Company, to any
lien thereon existing, and to any liens for unpaid portions of the purchase
money placed thereon at the time of such acquisition, and also subject to
the provisions of Article 12 of the Original Indenture.
<PAGE>
TO HAVE AND TO HOLD the same, unto the Trustees and their and each of their
respective successors and assigns forever;
IN TRUST, NEVERTHELESS, upon the terms and trusts set forth in the Indenture,
so that the same shall be held specifically by the Trustees under and subject
to the terms of the Indenture in the same manner and for the same trusts,
uses and purposes as if said properties had been specifically contained and
described in the Original Indenture;
PROVIDED, HOWEVER, and these presents are upon the condition that, if the
Company, its successors or assigns, shall pay or cause to be paid unto the
holders of the bonds the principal and interest, and premium, if any, to
become due in respect thereof at the times and in the manner stipulated
therein and in the Indenture and shall keep, perform and observe all
and singular the covenants and promises in said bonds and in the Indenture
expressed to be kept, performed and observed by or on the part of the
Company, then the Indenture and the estate and
rights thereby granted shall cease, determine and be void, otherwise to be and
remain in full force and effect.
AND THE COMPANY, for itself and its successors, does hereby covenant and agree
to and with the Trustees, for the benefit of those who shall hold the bonds
and the coupons appertaining thereto, or any of them, issued or to be issued
under the Indenture, as follows:
ARTICLE I
CREATION AND DESCRIPTION OF FIRST MORTGAGE BONDS,
6.50% SERIES DUE 2010
Section 1. A new series of bonds to be issued under and secured by the
Indenture is hereby created, to be designated as First Mortgage Bonds, 6.50%
Series due 2010 (hereinafter sometimes called the "Bonds of the New Series" or
"Bonds"). The Bonds of the New Series shall be limited to an aggregate
principal amount of Fifty Million Dollars ($50,000,000), excluding any
Bonds of the New Series which may be authenticated in lieu of or in
substitution or exchange for other Bonds of the New Series pursuant to the
provisions of Article 2 or of s15.09 of the Original Indenture. Said Bonds
and the certificate of authentication of the Principal Trustee to
be endorsed upon the Bonds shall be substantially in the forms hereinbefore
recited, respectively. Each Bond shall be dated as of the date of its
authentication and all Bonds of the New Series shall mature April 1, 2010
and shall bear interest at the rate of 6.50% per annum, payable semi-annually
on April 1 and October 1 in each year, commencing October 1, 1998, both
principal and interest shall be payable at the office or agency of the
Company in the City of Chicago, Illinois, and in any coin or currency of the
United States of America which at the time of payment shall be legal tender
for the payment of public and private debts.
The holder of any Bond on any record date (as hereinbelow defined) with respect
to any interest payment date shall be entitled to receive the interest payable
on such interest payment date notwithstanding the cancellation of such Bond
upon any exchange or transfer thereof subsequent to the record date and
prior to such interest payment date, except if and to the extent that the
Company shall default in the payment of the interest due on such interest
payment date, in which case such defaulted interest shall be paid to the
person in whose name such Bond (or any Bond or Bonds issued upon transfer or
exchange thereof) is registered on a date fixed by the Company, which shall
be not more than 15 and not less than 10 days before the date of payment of
such defaulted interest. The term "record date" as used in this Section with
respect to any interest payment date shall mean the close of business on the
March 15 or September 15, as the case may be, next preceding such interest
payment date, whether or not such March 15 or September 15 shall be a legal
holiday or a day on which banking institutions in the City of Chicago,
Illinois are authorized by law to remain closed.
Bonds of the New Series shall be registered Bonds in book-entry form or in
definitive form without coupons in denominations of $1,000 and any integral
multiple of $1,000 which may be executed by the Company and delivered to the
Principal Trustee for authentication and delivery.
<PAGE>
The Bonds of the New Series shall be registrable and interchangeable at the
office or agency of the Company in the City of Chicago, Illinois, in the manner
and upon the terms set forth in s2.05 of the Original Indenture, upon
payment of such an amount as shall be sufficient to reimburse the Company
for, or to pay, any stamp or other tax or governmental charge incident
thereto.
Notwithstanding the provisions of s2.08 of the Original Indenture, no service
or other charge will be made for any exchange or transfer of any Bond of the
New Series.
If the Bonds of the New Series are to be issued in book-entry form only,
notwithstanding any provision of the Indenture to the contrary, unless the
Company shall otherwise direct (which direction shall promptly be given at the
written request of The Depository Trust Company ("DTC")), all Bonds of the New
Series shall be registered in the name of Cede & Co., as nominee of DTC, as
registered owner of the Bonds of the New Series, and held in the custody of
DTC. Unless otherwise requested by DTC, a single certificate will be issued
and delivered to DTC. Beneficial owners of Bonds of the New Series will not
receive physical delivery of Bond certificates except as hereinafter provided.
For so long as DTC shall continue to serve as securities depository for the
Bonds of the New Series as provided herein, all transfers of beneficial
ownership interests will be made by book-entry only, and no investor or
other party purchasing, selling or otherwise transferring beneficial
ownership of Bonds of the New Series is to receive, hold or deliver any Bond
certificate.
With respect to Bonds of the New Series registered in the name of Cede & Co.,
as nominee of DTC, the Trustees and the Company shall have no responsibility or
obligation to the securities brokers and dealers, banks, trust companies,
clearing corporations and certain other organizations on whose behalf DTC
was created to hold securities to facilitate the clearance and settlement of
securities transactions among DTC participants ("DTC Participants") or to any
person on whose behalf a DTC Participant holds an interest in the Bonds of
the New Series. Without limiting the immediately preceding sentence, the
Trustees and the Company shall have no responsibility or obligation with
respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC
Participant with respect to any ownership interest in the Bonds of the New
Series, (ii) the delivery to any DTC Participant or any other person, other
than the registered owner of the Bonds of the New Series, of any notice with
respect to the Bonds of the New Series, including any notice of redemption,
or (iii) the payment to any DTC Participant or any other person, other than
the registered owner of the Bonds of the New Series, of any amount with
respect to principal of or premium, if any, or interest on the Bonds of the New
Series.
If the Bonds of the New Series are to be issued in book-entry form only,
replacement Bonds may be issued directly to beneficial owners of Bonds of the
New Series other than DTC, or its nominee, but only in the event that (i) DTC
determines not to continue to act as securities depository for the Bonds of
the New Series (which determination shall become effective by the giving of
reasonable notice to the Company or the Principal Trustee); or (ii) the
Company has advised DTC of its determination (which determination is
conclusive as to DTC and beneficial owners of the Bonds of the New Series)
to terminate the services of DTC as securities depository for the Bonds of
the New Series; or (iii) the Company has determined (which determination is
conclusive as to DTC and the beneficial owners of the Bonds of the New
Series) that the interests of the beneficial owners of the Bonds of the New
Series might be adversely affected if such book-entry only system of
transfer is continued. Upon occurrence of the event set forth in (i) above,
the Company shall use its best efforts to attempt to locate another qualified
securities depository. If the Company fails to locate another qualified
securities depository to replace DTC, the Company shall direct the Principal
Trustee to cause to be authenticated and delivered replacement Bonds of the New
Series, in certificated form, to the beneficial owners of the Bonds of the
New Series. In the event that the Company makes the determination described in
(ii) or (iii) above (provided that the Company undertakes no obligation to
make any investigation to determine the occurrence of any events that would
permit the Company to make any such determination), and has made provisions
to notify the beneficial owners of Bonds of the New Series of such
determination by mailing an appropriate notice to DTC, the Company shall
cause to be issued replacement Bonds of the New Series in certificated form
to beneficial owners of the Bonds of the New Series as shown on the records
of DTC provided to the Trustee and the Company.
<PAGE>
Whenever, during the term of the Bonds of the New Series, the beneficial
ownership thereof is determined by a book-entry at DTC, the requirements in the
Original Indenture or this Supplemental Indenture relating to holding,
delivering or transferring Bonds or selection of Bonds to be redeemed shall
be deemed modified to require the appropriate person or entity to meet the
requirements of DTC as to registering or transferring the book-entry to
produce the same effect.
If the Bonds of the New Series are to be issued in book-entry form only,
notwithstanding any provision of the Original Indenture or this Supplemental
Indenture to the contrary, all Bonds of the New Series issued hereunder, if
DTC so requires, shall bear a legend substantially to the following effect:
Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Company or its
agent for registration of transfer, exchange, or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.
If the Bonds of the New Series are to be issued in book-entry form only, the
Company and the Principal Trustee shall enter into a letter of representations
with DTC to implement the book-entry only system of Bond registration
described above.
If at any time DTC ceases to hold the Bonds of the New Series, all references
herein to DTC shall be of no further force or effect.
Section 2. The Bonds of the New Series described in Section 1 of this Article,
in the aggregate principal amount of Fifty Million Dollars ($50,000,000), shall
be executed by the Company and delivered to the Principal Trustee and, upon
compliance with all the provisions and requirements of the Original Indenture
in respect thereof, all or any portion of the Bonds of the New Series may,
from time to time, be authenticated by the Principal Trustee and delivered
(without awaiting the filing or recording of this Supplemental Indenture) in
accordance with the written order or orders of the Company.
ARTICLE II
No Redemption of Bonds of the New Series
The Bonds of the New Series shall not be redeemable by the Company.
ARTICLE III
No Sinking and Improvement Funds for Bonds
of the New Series
There shall be no Sinking and Improvement Fund for the Bonds of the New Series.
<PAGE>
ARTICLE IV
Dividend Covenants
The Company hereby covenants that, so long as any of the Bonds of the New
Series shall remain outstanding, the covenants and agreements of the Company
set forth in Section 4.11 of the Original Indenture as heretofore
supplemented shall be and remain in full force and effect and be duly
observed and complied with by the Company, notwithstanding that no First
Mortgage Bonds, 3-1/2 % Series due 1969, remain outstanding.
ARTICLE V
The Trustees
The Trustees accept the trusts created by this Supplemental Indenture upon the
terms and conditions hereof and agree to perform such trusts upon the terms and
conditions set forth in the Original Indenture as heretofore supplemented and
in this Supplemental Indenture set forth. In general, each and every term and
condition contained in Article 13 of the Original Indenture shall apply to
this Supplemental Indenture with the same force and effect as if the same
were herein set forth in full, with such omissions, variations and modifications
thereof as may be appropriate to make the same conform to this Supplemental
Indenture.
ARTICLE VI
Miscellaneous Provisions
Section 1. If the date for making any payment of principal or interest or
premium or the last date for performance of any act or the exercising of any
right, as provided in this Supplemental Indenture, shall be a legal holiday
or a day on which banking institutions in the City of Chicago, Illinois, are
authorized by law to remain closed, such payment may be made or act
performed or right exercised on the next succeeding day not a legal holiday or a
day on which such banking institutions are authorized by law to remain closed,
with the same force and effect as if done on the nominal date provided in
this Supplemental Indenture, and no interest shall accrue for the period
after such nominal date.
Section 2. The Original Indenture as heretofore and hereby supplemented and
amended is in all respects ratified and confirmed; and the Original Indenture,
this Supplemental Indenture and all other indentures supplemental to the
Original Indenture shall be read, taken and construed as one and the same
instrument. Neither the execution of this Supplemental Indenture nor anything
herein contained shall be construed to impair the lien of the Original
Indenture as heretofore supplemented on any of the property subject thereto,
and such lien shall remain in full force and effect as security for all bonds
now outstanding or hereafter issued under the Indenture. All terms defined
in Article 1 of the Original Indenture, as heretofore supplemented, for all
purposes of this Supplemental Indenture, shall have the meanings therein
specified, unless the context otherwise requires.
Section 3. This Supplemental Indenture may be simultaneously executed in any
number of counterparts, and all said counterparts executed and delivered, each
as an original, shall constitute but one and the same instrument.
Section 4. Nothing in this Supplemental Indenture contained, shall, or shall
be construed to, confer upon any person other than a holder of bonds issued
under the Indenture, the Company and the Trustees any right or interest to
avail himself of any benefit under any provision of the Indenture, as
heretofore supplemented and amended, or of this Supplemental Indenture.
<PAGE>
IN WITNESS WHEREOF, The Empire District Electric Company, party of the first
part, has caused its corporate name to be hereunto affixed and this instrument
to be signed by its President or a Vice President, and its corporate seal to be
hereunto affixed and attested by its Secretary or an Assistant Secretary for
and in its behalf; and Harris Trust and Savings Bank and State Street Bank
and Trust Company of Missouri, N.A., parties of the second part, have each
caused its corporate name to be hereunto affixed, and this instrument to be
signed by its President or a Vice President and its corporate seal to be
hereunto affixed and attested by its Secretary or an Assistant Secretary for
and in its behalf, all as of the day and year first above written.
THE EMPIRE DISTRICT ELECTRIC COMPANY,
By /s/ R.B. Fancher
Name: R.B. Fancher
Title: Vice President-Finance
[Corporate Seal]
Attest:
/s/ J.S. Watson
Name: J.S. Watson
Title: Secretary-Treasurer
Signed, sealed and delivered by
THE EMPIRE DISTRICT ELECTRIC
COMPANY in the presence of:
/s/ D.W. Gibson
Name: D.W. Gibson
/s/ G.A. Knapp
Name: G.A. Knapp
<PAGE>
HARRIS TRUST AND SAVINGS BANK,
as Trustee,
By /s/ F.A. Pierson
Name: F.A. Pierson
Title: Vice President
[Corporate Seal]
Attest:
/s/ J. Bartolini
Name: J. Bartolini
Title: Assistant Secretary
Signed, sealed and delivered by
HARRIS TRUST AND SAVINGS
BANK in the presence of:
/s/ Daryl L. Pomykala
Name: Daryl L. Pomykala
/s/ R. Johnson
Name: R. Johnson
<PAGE>
STATE STREET BANK AND TRUST COMPANY OF MISSOURI, N.A.,
as Trustee,
By /s/ R. Clasquin
Name: R. Clasquin
Title: Assistant Vice President
[Corporate Seal]
Attest:
/s/ Daniel G. Dwyer
Name: Daniel G. Dwyer
Title: Assistant Vice President
Signed, sealed and delivered by
STATE STREET BANK AND TRUST
COMPANY OF MISSOURI, N.A.
in the presence of:
/s/ Lisa M. Yuen
Name:
/s/ Karie A. Puleo
Name:
<PAGE>
State of Missouri )
) SS.:
County of Jasper )
Be It Remembered, and I do hereby certify, that on this 23rd day of April,
1998, before me, a Notary Public in and for the County and State aforesaid,
personally appeared R.B. Fancher, the Vice President-Finance of The Empire
District Electric Company, a Kansas corporation, and J.S. Watson, the
Secretary-Treasurer of said corporation, who are both to me personally known,
and both personally known to me to be such officers and to be the identical
persons whose names are subscribed to the foregoing instrument as such Vice
President-Finance and Secretary-Treasurer, respectively, and as the persons who
subscribed the name and affixed the seal of said The Empire District Electric
Company, one of the makers thereof, to the foregoing instrument as its Vice
President-Finance and Secretary-Treasurer, and they each acknowledged to me
that they, being thereunto duly authorized, executed the same for the uses,
purposes and consideration therein set forth and expressed, and in the
capacities therein stated, as their free and voluntary act and deed, and as
the free and voluntary act and deed of said corporation.
And the said R.B. Fancher and J.S. Watson, being each duly sworn by me,
severally deposed and said: that they reside in the City of Joplin, Missouri
and Neosho, Missouri, respectively; that they were at that time Vice
President-Finance and Secretary-Treasurer, of said corporation; that they
knew the corporate seal of said corporation, and that the seal affixed to
said instrument was such corporate seal, and was thereto affixed by said
Secretary-Treasurer, and the said instrument was signed by said Vice President-
Finance, in pursuance of the power and authority granted them by the By-Laws of
said corporation, and by authority of the Board of Directors thereof.
In Testimony Whereof, I have hereunto set my hand and affixed my official and
notarial seal at my office in said County and State the day and year last above
written.
My commission expires February 19, 2002.
[Notary Seal]
/s/ Michelle L. Blackford
Michelle L. Blackford
Notary Public
<PAGE>
State of Illinois )
) SS.:
County of Cook )
Be It Remembered, and I do hereby certify, that on the 23rd day of April, 1998,
before me, a Notary Public in and for the County and State aforesaid, personally
appeared F.A. Pierson, Vice President of Harris Trust and Savings Bank, an
Illinois corporation, and J. Bartolini, Assistant Secretary of said
corporation, who are both to me personally known, and both personally known
to me to be such officers and to be the identical persons whose names are
subscribed to the foregoing instrument as such Vice President and Assistant
Secretary, respectively, and as the persons who subscribed the name and affixed
the seal of said Harris Trust and Savings Bank, one of the makers thereof,
to the foregoing instrument as its Vice President and Assistant Secretary,
and they each acknowledged to me that they, being thereunto duly authorized,
executed the same for the uses, purposes and consideration therein set forth
and expressed, and in the capacities therein stated, as their free and
voluntary act and deed, and as the free and voluntary act and deed of said
corporation.
And the said F.A. Pierson and J. Bartolini, being each duly sworn by me,
severally deposed and said: that they reside in Chicago, Illinois, that they
were at that time respectively Vice President and Assistant Secretary, of said
corporation; that they knew the corporate seal of said corporation, and that
the seal affixed to said instrument was such corporate seal, and was thereto
affixed by said Assistant Secretary, and the said instrument was signed by
said Vice President, in pursuance of the power and authority granted them by
the By-Laws of said corporation, and by authority of the Board of Directors
thereof.
In Testimony Whereof, I have hereunto set my hand and affixed my official and
notarial seal at my office in said County and State the day and year last above
written.
My commission expires November 7, 2001.
[Notary Seal]
/s/ Kimberley Lange
Kimberley Lange
Notary Public
<PAGE>
State of Missouri )
) SS.:
County of St. Louis )
Be It Remembered, and I do hereby certify, that on this 23rd day of April 1998,
before me, a Notary Public in and for the County and State aforesaid,
personally appeared R. Clasquin, Assistant Vice President of State Street Bank
and Trust Company of Missouri, N.A.,, a bank organized under the laws of the
State of Missouri, and Daniel G. Dwyer, Assistant Vice President of said
corporation, who are both to me personally known, and both personally known to
me to be such officers and to be the identical persons whose names are
subscribed to the foregoing instrument as such Assistant Vice Presidents and
as the persons who subscribed the name and affixed the seal of said State
Street Bank and Trust Company of Missouri, N.A., one of the makers thereof,
to the foregoing instrument as its Assistant Vice Presidents, and they each
acknowledged to me that they, being thereunto duly authorized, executed the
same for the uses, purposes and consideration therein set forth and
expressed, and in the capacities therein stated, as their free and voluntary
act and deed, and as the free and voluntary act and deed of said corporation.
And the said R. Clasquin and Daniel G. Dwyer, being each duly sworn by me,
severally deposed and said: that they reside in the City of Highland,
Illinois and St. Louis, Missouri, respectively, that they were at the time
Assistant Vice Presidents of said corporation; that they knew the corporate
seal of said corporation, and that the seal affixed to said instrument
was such corporate seal, and was thereto affixed by said Assistant Vice
President, and the said instrument was signed by said Assistant Vice
President, in pursuance of the power and authority granted them by the
By-Laws of said corporation, and by authority of the Board of Directors
thereof.
In Testimony Whereof, I have hereunto set my hand and affixed my official and
notarial seal at my office in said County and State the day and year last above
written.
My commission expires .
[Notary Seal]
/s/ S.L. Battas
Notary Public
<PAGE>
