As filed with the Securities and Exchange Commission on March 30, 1998
Registration No. 333- _35129_
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
___________________
THE EMPIRE DISTRICT ELECTRIC COMPANY
(Exact Name of Registrant as Specified in its Charter)
Kansas 4-0236370
(State or other jurisdiction I.R.S. Employer
of incorporation or organization) Identification No.)
602 Joplin Street
Joplin, Missouri 64801
(417) 625-5100
(Address, including zip code, and telephone number,
including area code, of principal executive offices)
Myron W. McKinney, President
602 Joplin Street
Joplin, Missouri 64801
(417) 625-5100
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Gary W. Wolf, Esq. Thomas A. Litz, Esq.
Cahill Gordon & Reindel Thompson Coburn
80 Pine Street One Mercantile Center
New York, New York 10005 St. Louis, Missouri 63101
(212) 701-3000 (314) 552-6000
_________________________
<PAGE>
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement.
____________________
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment plans,
please check the following box.
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered only
in connection with dividend or interest reinvestment plans, check the
following box.
X
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for
the same offering.
If the Form is a post-effective amendment filed pursuant
Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box.
____________________
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Title of each Amount offering aggregate Amount of
class of securities to be price offering registration
to be registered registered per unit price fee
<S> <C> <C> <C> <C>
Common Stock; (1)(3) (2) (1)(2)(3)
Preferred Stock; (1)(5) (2) (1)(2)(5)
First Mortgage (1)(4) (2) (1)(2)(4)
Bonds
Total $80,000,000 (2) $80,000,000 $24,242.42(6)
</TABLE>
<footnote>
(1) In no event will the aggregate maximum offering price of all
securities issued pursuant to this Registration Statement exceed
$80,000,000. Any securities registered hereunder may be sold
separately or as units with other securities registered
hereunder.
(2) The proposed maximum offering price per unit will be determined,
from time to time, by the Registrant in connection with the
issuance by the Registrant of the securities registered
hereunder.
(3) Subject to Footnote (1), there is being registered hereunder an
indeterminate number of shares of Common Stock, par value $1.00
per share, together with attached Preference Stock Purchase
Rights.
(4) Subject to Footnote (1), there is being registered hereunder an
indeterminate principal amount of First Mortgage Bonds.
(5) Subject to Footnote (1), there are being registered hereunder an
indeterminate number of shares of Preferred Stock, par value
$10.00 per share.
(6) Calculated pursuant to Rule 457(o).
____________________
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective date
until the Registrant shall file a further amendment which specifically
states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of
1933 or until the Registration Statement shall become effective on
such date as the Commission, acting pursuant to said Section 8(a), may
determine.
<PAGE>
SUBJECT TO COMPLETION, DATED MARCH 30, 1998
PROSPECTUS
$
THE EMPIRE DISTRICT ELECTRIC COMPANY
COMMON STOCK
FIRST MORTGAGE BONDS
PREFERRED STOCK
____________________
The Empire District Electric Company (the "Company")
intends from time to time to sell shares of its Common Stock,
$1.00 par value (together with the attached Preference Share
Purchase Rights) (the "New Common Stock"), and/or its
Cumulative Preferred Stock, $10.00 par value (the "New
Preferred Stock"), and/or its First Mortgage Bonds (the "New
Bonds," and collectively with the New Common Stock and the New
Preferred Stock, the "Securities"), in one or more series, each
on terms to be determined at the time or times of sale. The
aggregate offering price of the Common Stock, the principal
amount of New Bonds and the par value of New Preferred Stock to
be sold will not exceed $80,000,000. All specific terms of the
offering and sale of the Securities, including (i) the specific
number of shares of New Common Stock to be sold and their
initial Public Offering price, (ii) Underwriting discounts and
proceeds to the Company, (iii) the specific number of shares,
designation, issue price, rate and terms of payment of
dividends and redemption provisions and sinking fund terms, if
any, liquidation preferences or other special rights, if any,
of the New Preferred Stock, (iv) the specific designation,
aggregate principal amount, maturity, rate and terms of payment
of interest, redemption provisions and sinking fund terms, if
any, of the New Bonds and (v) other specific terms and any
listing on a securities exchange of the Securities in respect
of which this Prospectus is being delivered will be set forth
in a Prospectus Supplement ("Prospectus Supplement"), together
with the terms of offering of such Securities. The Securities
will be offered as set forth under "Plan of Distribution".
____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
____________________
<PAGE>
The date of this Prospectus is September [ ], 1997
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR
AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE
SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO
BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN
OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL
THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH
SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO
REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY
SUCH STATE.
<PAGE>
AVAILABLE INFORMATION
The Empire District Electric Company (the "Company")
is subject to the informational requirements of the Securities
Exchange Act of 1934 and in accordance therewith files reports
and other information with the Securities and Exchange
Commission which may be inspected and copied at the offices of
the Commission, Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549; 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661; and Seven World Trade Center, Suite 1300, New
York, New York 10048, and copies of such material can be
obtained from the Public Reference Section of the Commission,
Washington, D.C. 20549, at prescribed rates, and by accessing
the Commission's Web site, http://www.sec.gov. Certain
securities of the Company are listed on the New York Stock
Exchange (the "NYSE") and reports, proxy statements and other
information concerning the Company may be inspected at the
office of the NYSE at 20 Broad Street, New York, New York
10009.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the
Commission are incorporated herein by reference as of their
respective dates of filing and shall be deemed to be a part
hereof:
1. The Company's Annual Report on Form 10-K for the
year ended December 31, 1997 (File No. 1-3368).
2. The description of the Company's Common Stock as
set forth in the Company's Registration Statement on Form S-3
(File No. 33-37351) under the heading "Description of Common
Stock".
3. The description of the Company's Preference
Stock Purchase Rights as set forth in the Company's
Registration Statement on Form 8-A dated July 26, 1990 (File
No. 1-3368), filed pursuant to Section 12(b) of the Exchange
Act.
All documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act after the
date of this Prospectus and prior to the termination of this
offering shall also be deemed to be incorporated by reference
in this Prospectus and to be a part hereof from the date of
filing of such documents.
<PAGE>
The Company hereby undertakes to provide without
charge to each person, including any beneficial owner, to whom
a copy of this Prospectus has been delivered, on the request of
any such person, a copy of any or all documents referred to
above which have been or may be incorporated by reference in
this Prospectus (not including exhibits to such incorporated
information that are not specifically incorporated by reference
into such information). Requests for such copies should be
directed to The Empire District Electric Company, P.O. Box 127,
Joplin, Missouri 64802. Attention Vice President, Finance,
(417) 625-5100.
THE COMPANY
The Company is a public utility engaged in the
generation, purchase, transmission, distribution and sale of
electricity in Missouri, Kansas, Oklahoma and Arkansas. The
Company also provides water service to three towns in Missouri.
The executive offices of the Company are located at 602 Joplin
Street, Joplin, Missouri 64801, and its telephone number is
(417) 625-5100.
USE OF PROCEEDS
The proceeds from the sale of the Securities will be
used as described in the Prospectus Supplement by which such
Securities are offered.
EARNINGS RATIOS
The Ratio of Earnings to Fixed Charges and the Ratio
of Earnings to Combined Fixed Charges and Preferred Dividend
Requirements for each of the periods indicated is as follows:
<TABLE>
<CAPTION>
Twelve Months Ended
December 31,
1997 1996 1995 1994 1993
Ratio of
Earnings to
<S> <C> <C> <C> <C> <C>
Fixed Charges: 3.01x 3.11x 2.90x 3.16x 2.73x
Combined Fixed
Charges and
Preferred
Dividend
Requirements: 2.50x 2.53x 2.36x 2.70x 2.63x
</TABLE>
<PAGE>
The Ratios for future periods will be included in the
Company's Reports on Forms 10-K and 10-Q. Such Reports are
incorporated by reference into this Prospectus at the time they
are filed.
DESCRIPTION OF THE NEW PREFERRED STOCK
The following description of the New Preferred Stock
sets forth certain general terms and provisions of the
Company's Restated Articles of Incorporation, as amended (the
"Articles") applicable to any series of New Preferred Stock.
The definitive terms of any such series of New Preferred Stock
are set forth in the Prospectus as amended and supplemented by
the Prospectus Supplement by which such series of New Preferred
Stock is offered. The statements set forth below are summaries
of the terms of the Articles and do not purport to be complete.
These statements are qualified in their entirety by reference
to the Articles.
General
The Company is authorized to issue 5,000,000 shares
of Cumulative Preferred Stock, par value $10.00 per share
("Cumulative Preferred Stock"), of which 390,180 shares of 5%
Cumulative Preferred Stock, 400,000 shares of 4-3/4% Cumulative
Preferred Stock and 2,500,000 shares of 8-1/8% Cumulative
Preferred Stock are outstanding as of the date of this
Prospectus. The New Preferred Stock may be issued in one or
more series with the specific number of shares, designation,
liquidation preferences, issue price, dividend rate, redemption
provisions and sinking fund terms, voting or other special
rights or any other specific term of the series to be
determined by the Board of Directors without any further action
by the stockholders of the Company.
The New Preferred Stock will have the dividend,
liquidation, redemption and voting rights set forth below
unless otherwise provided for in a Prospectus Supplement
relating to any particular series of New Preferred Stock.
Reference is made to the Prospectus Supplement relating to the
particular series of New Preferred Stock offered thereby for
specific terms, which may include one or more of the following:
(i) the designation and number of shares offered; (ii) the
liquidation preferences per share; (iii) the initial public
offering price; (iv) the dividend rate or rates, or the method
of determining the dividend rate or rates; (v) the dates on
which dividends will accrue; (vi) any redemption or sinking
fund provision; (vii) voting or other special rights and (viii)
any additional terms, preferences or rights.
<PAGE>
Dividends
The holders of each series of Cumulative Preferred
Stock are, and the holders of the New Preferred Stock will be,
entitled to receive, if and when declared by the Board of
Directors out of funds legally available therefor, cumulative
quarterly dividends at the rates per annum fixed for each
series thereof, payable on March 1, June 1, September 1 and
December 1 in each year, before any dividends may be paid on or
set apart for the Company's common stock, $1.00 par value per
share ("Common Stock") or the Company's preference stock,
without par value ("Preference Stock"). Dividends on the New
Preferred Stock will be cumulative from the date of issuance.
Liquidation
Provisions relating to the liquidation preference
payable by the Company on each series of New Preferred Stock
will be as set forth in the Prospectus Supplement by which such
New Preferred Stock will be offered. If, upon any liquidation,
dissolution or winding up, the assets distributable among the
holders of the Cumulative Preferred Stock of all series shall
be insufficient to permit the payment of the full preferential
amounts to which they shall be entitled, then the entire assets
of the Company to be distributed shall be distributed among the
holders of the Cumulative Preferred Stock of all series then
outstanding, ratably in proportion to the full preferential
amounts to which they are respectively entitled. A
consolidation or merger of the Company or a sale or transfer of
substantially all of its assets as an entirety shall not be
deemed to be a liquidation, dissolution or winding up of the
Company.
Redemption Provisions
Any provisions relating to the optional redemption by
the Company of each series of New Preferred Stock will be as
set forth in the Prospectus Supplement by which such New
Preferred Stock is to be offered.
Any provisions relating to a sinking fund of any
series of the New Preferred Stock will be as set forth in the
Prospectus Supplement by which such New Preferred Stock is to
be offered.
There are no restrictions on the repurchase or
redemption, including redemption for any sinking fund, of
shares of the New Preferred Stock by the Company at prices not
exceeding the redemption price thereof while there is an
arrearage in the payment of dividends thereon.
<PAGE>
Voting Rights
The holders of New Preferred Stock shall not be
entitled to vote except as follows:
(a) In proceedings as to which their vote is
mandatorily required by the then existing laws of the
State of Kansas; or
(b) If dividends payable on the outstanding
Cumulative Preferred Stock shall be accumulated and unpaid
in an amount equivalent to four (4) full quarterly
dividends, the holders of such stock shall be entitled
thereafter and until, but only until, all dividends in
default shall have been paid, (i) voting for such purposes
as a single class, at each succeeding annual meeting of
stockholders, to elect the smallest number of directors
necessary to constitute a majority of the Board of
Directors, the remaining directors to be elected as usual
by the holders of the Common Stock or of the Preference
Stock as may be entitled to vote therefor; and (ii) to
vote on all questions other than for the election of
directors in such manner that the holders thereof shall
have the vote per share of Cumulative Preferred Stock
specified below; provided that if and when profits
available for dividends are in excess of such accumulated
and unpaid dividends, then the declaration and payment of
such dividends shall not be unreasonably withheld; or
(c) As set forth under "Restrictions on Corporate
Action" below.
On any matter on which holders of Cumulative
Preferred Stock shall be entitled to vote, each share of
Cumulative Preferred Stock entitled to vote shall entitle the
holder thereof to that number of votes (including any
fractional vote) determined by dividing the amount to which the
share is entitled in the event of involuntary liquidation,
dissolution or winding up of the Company (exclusive of accrued
or accumulated and unpaid dividends) by $10.
Restrictions on Corporate Action
The Articles provide that the vote of the holders of
Cumulative Preferred Stock having two-thirds of the total
number of votes possessed by the holders of the then
outstanding shares of Cumulative Preferred Stock will be
required: (a) to authorize or issue any additional stock
ranking prior to or on a parity with the Cumulative Preferred
<PAGE>
Stock as to dividends or assets; (b) to authorize additional
shares of Cumulative Preferred Stock or to authorize or issue
any obligation or security convertible into or evidencing the
right to purchase shares of Cumulative Preferred Stock or any
stock ranking prior to or on parity with the Cumulative
Preferred Stock as to dividends or assets; (c) to issue
additional Cumulative Preferred Stock or stock of equal rank
unless the net income of the Company determined in accordance
with generally accepted accounting practices, for a specified
twelve-month period, shall have been at least twice the annual
dividend requirements upon the entire amount of the Cumulative
Preferred Stock and all stock ranking prior to or on a parity
with the Cumulative Preferred Stock to be outstanding
immediately after the proposed issue of such additional shares,
and unless the net income of the Company available for interest
and dividends for such twelve months, determined in accordance
with generally accepted accounting practices to be available
for the payment of interest, shall have been at least 1 1/2
times the sum of (i) the annual interest requirements on the
Company's indebtedness to be outstanding immediately after the
proposed issue of such additional shares and (ii) the annual
dividend requirements on the entire amount of Cumulative
Preferred Stock and all stock ranking prior to or on a parity
with the Cumulative Preferred Stock to be outstanding
immediately after the proposed issuance of such additional
shares (provided that the approval of only a majority of the
outstanding Cumulative Preferred Stock shall be required if
only the net income available for interest and dividends test
is not met) or (d) amend the Articles so as to affect adversely
any of the preferences or other rights thereby given to the
Cumulative Preferred Stock.
The Articles provide that the vote of the holders of
Cumulative Preferred Stock having a majority of the total
number of votes possessed by the holders of the then
outstanding shares of Cumulative Preferred Stock will be
required to: (a) effect a merger or consolidation with any
other corporation, or sell the property of the Company as or
substantially as an entirety (other than a mortgage of the
Company's assets) or (b) create or issue any unsecured notes,
debentures or other unsecured indebtedness, or assume any such
unsecured securities, for purposes other than the refunding of
outstanding unsecured securities theretofore issued or assumed
by the Company, if immediately after such issue or assumption
the total principal amount of all such unsecured securities
issued or assumed by the Company and then outstanding would
exceed 20% of the aggregate of (i) the total principal amount
of all secured indebtedness issued or assumed by the Company
and then outstanding plus (ii) the capital and surplus of the
Company; provided that if such approval is sought at a meeting
of holders of the Cumulative Preferred Stock the approval of
only the holders of a majority of the Cumulative Preferred
Stock represented at such meeting, and constituting a quorum,
shall be required.
<PAGE>
Articles of Incorporation
The Articles require a vote of the holders of at
least 80% of the outstanding shares of capital stock possessing
full voting power for the election of directors, considered as
one class ("Voting Shares"), in order for the Company to enter
into a merger, consummate a sale of a substantial amount of
assets or enter into certain other transactions (each a
"Business Combination") with any beneficial holder (a
"Substantial Stockholder") of 5% or more of the Company's
outstanding Common Stock unless at least two-thirds of the
Continuing Directors (generally those in office before the
Substantial Stockholder became a Substantial Stockholder or
directors elected by such Continuing Directors) approve the
Business Combination, in which case a vote of the holders of a
majority of the capital stock entitled to vote is required to
approve the Business Combination. A majority vote of the
holders of capital stock entitled to vote would also be
sufficient if (i) the percentage premium over fair market value
paid to each stockholder of any class of capital stock is at
least as great as the ratio of (x) the highest price paid for
such capital stock by the Substantial Stockholder in the
previous two years to (y) the fair market value of such stock
prior to the Substantial Stockholder's initial acquisition of
stock within the previous two years, (ii) the per share
consideration received by stockholders is at least as much as
the greatest of: (a) the highest price paid by the Substantial
Stockholder for stock of the same class, (b) the fair market
value of the stock and (c) the book value of the stock,
(iii) the consideration paid by the Substantial Stockholder to
other stockholders is either cash or the same form used by the
Substantial Stockholder in acquiring stock prior to the
Business Combination, (iv) certain changes in the
capitalization of the Company do not occur between the time the
Substantial Stockholder acquires a 5% or greater interest and
the consummation of the Business Combination and (v) the
Substantial Stockholder delivers to the holders of all voting
stock an information statement indicating the views of the
Continuing Directors and, if requested by the Continuing
Directors, containing the opinion of an investment banking firm
on the fairness of the Business Combination.
The affirmative vote of the holders of at least 80%
of the voting power of the then outstanding Voting Shares or at
least two-thirds of the Continuing Directors is required to
amend or repeal the above described provision or to adopt a
provision inconsistent therewith.
<PAGE>
Certain Anti-Takeover Provisions
Each share of Common Stock currently is accompanied
by one half of one Preference Stock Purchase Right ("Right"),
which initially will be attached to and trade with such share.
Each Right enables the holder to acquire one one-hundredth of a
share of Series A Participating Preference Stock (or, under
certain circumstances, other securities) at a price of $75 per
one one-hundredth share, subject to adjustment. The Rights
(other than those held by an acquiring person or group
("Acquiring Person")), which expire July 25, 2000, will be
exercisable only if an Acquiring Person acquires 10% or more of
the Company's Common Stock or announces an intention to make a
tender offer or exchange offer which would result in the
Acquiring Person owning 10% or more of the Common Stock. The
Rights may be redeemed by the Company in whole, but not in
part, for $0.01 per Right, prior to 10 days after the first
public announcement of the acquisition of 10% or more of the
Company's Common Stock by an Acquiring Person.
In addition, upon the occurrence of a merger or other
business combination, or an event of the type described in the
preceding paragraph, holders of the Rights, other than an
Acquiring Person, will be entitled, upon exercise of a Right,
to receive either Common Stock of the Company or common stock
of the Acquiring Person having a value equal to two times the
exercise price of the Right. Any time after an Acquiring
Person acquires 10% or more (but less than 50%) of the
Company's outstanding Common Stock, the Board of Directors may,
at its option, exchange part or all of the Rights (other than
Rights held by the Acquiring Person) for Common Stock of the
Company on a one-for-two basis.
Severance pay agreements (each a "Severance Pay
Agreement") between the Company and certain officers and other
employees, subject to the terms of the Change of Control
Severance Pay Plan, and the First Amendment to the Change of
Control Severance Pay Plan provide for certain payments to be
made to any such employee if such employee is terminated in the
event of the occurrence of certain changes of control of the
Company. The amounts payable to a senior officer in such event
will be equal to 36 months of base salary as in effect as of
the date of termination plus three times the annual average
incentive compensation paid to such senior officer during the
prior three calendar years. Each Employee who is not a senior
officer will receive the greater of 17 weeks' compensation or
<PAGE>
compensation for a number of weeks equal to two times the
employee's number of full years of employment by the Company.
In each case, such compensation shall be paid in a single
payment if the involuntary termination occurs within three
years after the change of control. In the event of a voluntary
termination by an employee, during the period commencing twelve
months after and ending eighteen months after the triggering
change of control, the employee shall be entitled to receive
the same amount as in the case of involuntary termination.
However such payment will not take the form of a lump sum, but
rather will be made in equal monthly installments for the
period corresponding to the applicable multiple used in
calculating the amount of the payment, ceasing when the
employee becomes otherwise employed.
The Company is subject to the provisions of
Sections 17-12,100 to 12,104 of the Kansas General Corporation
Code. In general, Section 17-12,101 prevents an "interested
stockholder" from engaging in a "business combination" with a
Kansas corporation for three years following the date such
person became an interested stockholder, unless: (i) prior to
the date such person became an interested stockholder, the
board of directors of the corporation approved the transaction
in which the interested stockholder became an interested
stockholder or approved the business combination; (ii) upon
consummation of the transaction that resulted in the interested
stockholder's becoming an interested stockholder, the
interested stockholder owns at least 85% of the voting stock of
the corporation outstanding at the time the transaction
commenced, excluding stock held by directors who are also
officers of the corporation and stock held by certain employee
stock plans; or (iii) on or subsequent to the date of the
transaction in which such person became an interested
stockholder, the business combination is approved by the board
of directors of the corporation and authorized at a meeting of
stockholders by the affirmative vote of the holders of at least
two-thirds of the outstanding voting stock of the corporation
not owned by the interested stockholder.
Section 17-12,100 defines a "business combination" to
include: (i) any merger or consolidation involving the
corporation and an interested stockholder; (ii) any sale,
transfer, pledge or other disposition of 10% or more of the
assets of the corporation involving an interested stockholder;
(iii) subject to certain exceptions, any transaction which
results in the issuance or transfer by the corporation of any
stock of the corporation to an interested stockholder; (iv) any
transaction involving the corporation which has the effect of
increasing the proportionate share of the stock of any class or
series of the corporation beneficially owned by the interested
<PAGE>
stockholder; or (v) the receipt by an interested stockholder of
any loans, guarantees, pledges or other financial benefits
provided by or through the corporation. In addition,
Section 17-12,100 defines an "interested stockholder" as an
entity or person beneficially owning 15% or more of the
outstanding voting stock of the corporation and any entity or
person affiliated with or controlling or controlled by such
entity or person.
Miscellaneous
None of the Cumulative Preferred Stock, including the
New Preferred Stock, has any preemptive or conversion rights.
Transfer Agent and Registrar
The Transfer Agent and Registrar for the New
Preferred Stock will be Chemical Bank, New York, New York.
DESCRIPTION OF THE NEW BONDS
The New Bonds will be issued as one or more new
series under the Indenture of Mortgage and Deed of Trust, dated
as of September 1, 1944 ("Original Indenture"), between the
Company and Harris Trust and Savings Bank ("Principal Trustee")
and State Street Bank and Trust Company of Missouri, N.A., as
Trustees ("Trustees"), as heretofore amended and supplemented
and as to be supplemented by a supplemental indenture for each
series of New Bonds, which Original Indenture as so amended and
supplemented is herein called the "Mortgage." The statements
herein concerning the New Bonds and the Mortgage are merely a
summary and do not purport to be complete. These statements
make use of terms defined in the Mortgage, which has been filed
as an Exhibit to the Registration Statement of which this
Prospectus is a part, and such statements are qualified in
their entirety by reference to said documents.
The definitive provisions of the New Bonds will not
be determined until the time of sale and, accordingly, the
provisions set forth below may be changed and new provisions
may be added. The definitive terms of each series of New Bonds
are set forth in the Prospectus as amended and supplemented by
the Prospectus Supplement by which such New Bonds are offered.
General
Each series of New Bonds will mature on the date or
dates and bear interest, payable semi-annually, at the rate or
rates set forth, or determined as set forth, in the Prospectus
Supplement by which such series of New Bonds is offered.
<PAGE>
The Company has designated the principal office of
Harris Trust and Savings Bank in the city of Chicago, Illinois,
as its office or agency where principal, premium (if any), and
interest on the New Bonds will be payable. Unless the
Prospectus Supplement with respect to a series of New Bonds
provides otherwise, interest on such series of New Bonds will
be paid to the person in whose name such New Bond is registered
at the close of business on the 15th day of the month preceding
the interest payment date in respect thereof. The New Bonds
will be issued as fully registered bonds, without coupons, in
denominations of $1,000 and integral multiples thereof. The
New Bonds will be transferable without any service or other
charge by the Company or the Principal Trustee except stamp or
other taxes and other governmental charges, if any. (Article I
of the Supplemental Indenture relating to each series of New
Bonds.)
Security
The New Bonds will rank pari passu, except as to any
sinking fund or similar fund provided for a particular series,
with all bonds at any time outstanding under the Mortgage. In
the opinion of Spencer, Scott & Dwyer, P.C., counsel for the
Company, the Mortgage constitutes a first mortgage lien on
substantially all the fixed property and franchises owned by
the Company, other than property specifically excepted, subject
only to Permitted Encumbrances as defined in the Mortgage and,
as to after-acquired property, to liens thereon existing or
liens placed thereon at the time of acquisition for unpaid
portions of the purchase price. The principal properties
subject to the lien of the Mortgage are the electric properties
owned by the Company. (Granting and Habendum Clauses and
Sections 1.04 and 1.05 of the Mortgage.)
The Mortgage contains restrictions on (1) the
acquisition of property (other than electric equipment subject
to chattel mortgages or similar liens) subject to a prior lien
securing indebtedness exceeding 60% of the sum of (i) the fair
value of the property and (ii) 166-2/3% of the amount of bonds
issuable on the basis of property additions and (2) the
issuance of bonds, withdrawal of cash or release of property on
the basis of property additions subject to a prior lien and
prior lien bonds. Indebtedness secured by a prior lien on
property at the time of its acquisition may not be increased
unless the evidences of such increases are pledged with the
Principal Trustee. (Sections 1.05, 4.16., 4.18 and 4.20 of the
Mortgage.)
<PAGE>
Issuance of Additional Bonds
The Mortgage limits the aggregate principal amount of
the bonds at any one time outstanding to $1,000,000,000.
(Section 2.01 of the Mortgage as amended by the Fourteenth
Supplemental Indenture.)
Additional bonds may be issued under the Mortgage in
a principal amount equal to (a) 60% of net property additions
(as defined in the Mortgage) acquired or constructed subsequent
to the date of the execution of the Original Indenture, (b) the
principal amount of certain retired bonds or prior lien bonds
and (c) the amount of deposited cash. (Article 3 of the
Mortgage.)
No bonds may be issued as provided in clauses (a) and
(c) above, nor as provided in clause (b) above with certain
exceptions, unless the net earnings of the Company (as defined
in Section 1.06 of the Mortgage) are at least two times the
annual interest on all bonds (including the bonds proposed to
be issued) and indebtedness secured by a prior lien.
(Article 3 of the Mortgage.) Net earnings are computed without
deduction of (i) income and profits taxes (as defined in the
Mortgage), (ii) expenses or provisions for interest on any
indebtedness, or for any sinking or similar fund for retirement
of indebtedness, or (iii) amortization of debt discount and
expense. (Section 1.06 of the Mortgage.)
Property additions must consist of property used or
useful in the electric business acquired or constructed by the
Company subsequent to the date of execution of the Original
Indenture. (Section 1.05 of the Mortgage.)
Cash deposited under clause (c) above may be
withdrawn by the Company in an amount equal to the bonds
issuable pursuant to clauses (a) and (b) above without regard
to net earnings, or may be applied to the purchase or
redemption of bonds of any series designated by the Company.
(Sections 3.09, 3.10 and 8.11 of the Mortgage.)
Redemption Provisions
Any provisions relating to the optional and mandatory
redemption by the Company of each series of New Bonds will be
as set forth in the Prospectus Supplement by which each such
series is to be offered.
Supplemental Indentures under which certain
outstanding series of bonds were issued allow the holders of
<PAGE>
those bonds to require the Company to redeem them under certain
circumstances. Provisions providing for mandatory redemption
of any series of New Bonds upon demand by the holders thereof
will be as set forth in the Prospectus Supplement by which each
such series is to be offered.
Supplemental indentures under which certain
outstanding series of bonds were issued provide for sinking
funds for the benefit of such respective series, each
applicable only so long as the bonds of such respective series
are outstanding. Sinking Fund provisions applicable to a
series of New Bonds, if any, will be as set forth in the
Prospectus Supplement by which such series of New Bonds is to
be offered.
Maintenance and Replacement Fund
The Mortgage does not provide for a Maintenance and
Replacement Fund for any series of New Bonds.
Dividend Restriction
So long as any of the New Bonds are outstanding, the
Company will not declare or pay any dividends (other than
dividends payable in shares of its Common Stock) or make any
other distribution on, or purchase (other than with the
proceeds of additional Common Stock financing) any shares of,
its Common Stock if the cumulative aggregate amount thereof
after August 31, 1944 (exclusive of the first quarterly
dividend of $98,000 paid after said date) would exceed the
earned surplus (as defined) accumulated subsequent to August
31, 1944, or the date of succession in the event that another
Company succeeds to the rights and liabilities of the Company
by a merger or consolidation. (Section 4.11 of the Mortgage
and Article IV of the Supplemental Indenture relating to such
series of New Bonds.)
Events of Default
The Mortgage provides generally that failure for 60
days to pay any interest due on any bonds issued thereunder;
failure to pay when due the principal of any bonds issued under
the Mortgage or the principal of or interest on any outstanding
prior lien bonds; failure to perform or observe for 90 days
after notice of such failure any other of the covenants,
agreements or conditions of the Mortgage, indentures
supplemental thereto or any of the bonds issued thereunder; and
the occurrence of insolvency, bankruptcy, receivership or
similar events, constitute defaults. (Section 9.01 of the
Mortgage.)
<PAGE>
Upon the occurrence and continuation of a default,
either of the Trustees, or the holders of not less than 25% in
principal amount of the outstanding bonds may declare the bonds
immediately due and payable, but the holders of a majority in
principal amount of the bonds may annul such declaration and
its consequences if such default has been cured. (Section 9.01
of the Mortgage.)
The holders of not less than 75% in principal amount
of the outstanding bonds (including not less than 60% in
aggregate principal amount of bonds of each series) may waive
any default under the Mortgage, except a default in payment of
principal of, or premium or interest on, the bonds and a
default arising from the creation of any lien prior to or on a
parity with the lien of the Mortgage. (Section 9.21 of the
Mortgage.)
The Company is required to file with the Principal
Trustee such information, documents and reports with respect to
compliance by the Company with the conditions and covenants of
the Mortgage as may be required by the rules and regulations of
the Securities and Exchange Commission. No periodic evidence
is required to be furnished, however, as to the absence of
default. (Article 9 of the Mortgage.)
Modification of the Mortgage
The Mortgage and the rights of bondholders may be
modified with the consent (in writing or given at a meeting of
bondholders) of the holders of not less than 60% in principal
amount of the bonds then outstanding or, in the event that all
series are not so affected, of not less than 60% in principal
amount of the outstanding bonds of all series which may be
affected by any such modification voting together. Without the
consent of the holder of each bond affected, the bondholders
have no power to (a) extend the time of payment of the
principal of or interest on any bonds, (b) reduce the principal
amount thereof or the rate of interest thereon or otherwise
modify the terms of payment of principal or interest,
(c) permit the creation of any lien ranking prior to or on a
parity with the lien of the Mortgage with respect to any of the
Mortgaged Property, (d) deprive any non-assenting bondholder of
a lien upon the Mortgaged Property for the security of such
bondholder's bonds or (e) reduce the percentage of bondholders
authorized to take such action. Such prohibition against
modification does not prevent abolition of or changes in any
sinking or other fund. (Article 15 of the Mortgage, as amended
by the Twenty-Fourth Supplemental Indenture.)
<PAGE>
Concerning the Trustees
The Company maintains a line of credit with the
Principal Trustee and has other banking and trust relationships
with each of the Trustees.
The Mortgage provides that the holders of a majority
in principal amount of the outstanding bonds will have the
right to require the Trustees to take certain action on behalf
of the bondholders but under certain circumstances the Trustees
may decline to follow such directions or to exercise certain of
their powers. Prior to taking such action the Trustees are
entitled to indemnity satisfactory to the Trustees against
costs, expenses and liabilities that may be incurred in the
course of such action. This right does not, however, impair
the absolute right of any bondholder to enforce payment of the
principal of and interest on his bond when due. (Sections 9.16
and 9.17 of the Mortgage.)
PLAN OF DISTRIBUTION
The Company may sell the Securities in any of the
following ways: (i) through underwriters or dealers; (ii)
directly to one or more purchasers; or (iii) through agents.
The applicable Prospectus Supplement will set forth the terms
of the offering of any Securities, including the names of any
underwriters or agents, the purchase price of such Securities
and the proceeds to the Company from such sale, any
underwriting discounts and other items constituting
underwriters' compensation, any initial public offering price,
any discounts or concessions allowed or reallowed or paid to
dealers and any securities exchanges on which such Securities
may be listed.
If underwriters are used in the sale of the
Securities, such Securities will be acquired by the
underwriters for their own account and may be resold from time
to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying
prices determined at the time of sale. Such Securities may be
offered to the public either through underwriting syndicates
represented by managing underwriters or by underwriters without
a syndicate. Unless otherwise set forth in the applicable
Prospectus Supplement, the obligations of the underwriters to
purchase such Securities will be subject to certain conditions
precedent, and the underwriters will be obligated to purchase
all of such Securities if any of such Securities are purchased.
Any initial public offering price and any discounts or
concessions allowed or reallowed or paid to dealers may be
changed from time to time. Only underwriters named in a
Prospectus Supplement are deemed to be underwriters in
connection with the Securities offered thereby.
<PAGE>
Securities also may be sold directly by the Company
or through agents designated by the Company from time to time.
Any agent involved in the offer or sale of Securities will be
named and any commissions payable by the Company to such agent
will be set forth in the applicable Prospectus Supplement.
Unless otherwise indicated in the applicable Prospectus
Supplement, any such agent will act on a best efforts basis for
the period of its appointment.
If underwriters are used in any sale of the New
Common Stock, the purchase agreement in connection with such
sale may provide for an option on the part of the underwriters
to purchase additional shares of such New Common Stock within
thirty days of the execution of said purchase agreement, which
option may be exercised solely to cover overallotments. Any
such overallotment option will be disclosed in the Prospectus
Supplement in connection with the New Common Stock offered
thereby.
If so indicated in a Prospectus Supplement with
respect to the New Bonds, the Company will authorize agents,
underwriters or dealers to solicit offers by certain
institutions to purchase such New Bonds from the Company at the
public offering price set forth in the Prospectus Supplement
pursuant to Delayed Delivery Contracts ("Contracts") providing
for payment and delivery on the date or dates stated in the
Prospectus Supplement. Each Contract will be for an amount not
less than, and the aggregate amount of the New Bonds sold
pursuant to the Contracts shall be not less nor more than, the
respective amounts stated in the Prospectus Supplement.
Institutions with whom the Contracts, when authorized, may be
made include commercial and savings banks, insurance companies,
pension funds, investment companies, educational and charitable
institutions, and other institutions, but will in all cases be
subject to the approval of the Company. The Contracts will not
be subject to any conditions except (i) the purchase by an
institution of the New Bonds covered by its Contract shall not
at the time of delivery be prohibited under the laws of any
jurisdiction in the United States to which such institution is
subject, and (ii) if the New Bonds are being sold to
underwriters, the Company shall have sold to such underwriters
the total amount of the New Bonds less the amount thereof
covered by the Contracts. The underwriters will not have any
responsibility in respect of the validity or performance of the
Contracts.
<PAGE>
If dealers are utilized in the sale of any
Securities, the Company will sell such Securities to the
dealers, as principal. Any dealer may then resell such
Securities to the public at varying prices to be determined by
such dealer at the time of resale. The name of any dealer and
the terms of the transaction will be set forth in the
Prospectus Supplement with respect to such Securities being
offered thereby.
It has not been determined whether the New Preferred
Stock or the New Bonds will be listed on a securities exchange.
Underwriters will not be obligated to make a market in any of
the Securities. The Company cannot predict the activity of
trading in, or liquidity of, the New Preferred Stock or the New
Bonds. The New Common Stock will be listed on the New York
Stock Exchange.
Any underwriters, dealers or agents participating in
the distribution of Securities may be deemed to be underwriters
and any discounts or commissions received by them on the sale
or resale of Securities may be deemed to be underwriting
discounts and commissions under the Securities Act of 1933, as
amended (the "Securities Act"). Agents and underwriters may be
entitled under agreements entered into with the Company to
indemnification by the Company against certain liabilities,
including liabilities under the Securities Act, or to
contribution with respect to payments that the agents, or
underwriters may be required to make in respect thereof.
Agents and underwriters may be customers of, engaged in
transactions with, or perform service for, the Company or its
affiliates in the ordinary course of business.
LEGAL OPINIONS
Certain legal matters in connection with the
Securities are being passed upon by Spencer, Scott & Dwyer, P.C.,
Joplin, Missouri; Anderson, Byrd, Richeson & Flaherty, Ottawa,
Kansas; Brydon, Swearengen & England, Professional Corporation,
Jefferson City, Missouri; and Cahill Gordon & Reindel, New
York, New York counsel for the Company. Certain legal matters
are being passed upon for the underwriters by Thompson Coburn,
St. Louis Missouri. Cahill Gordon & Reindel is relying as to
the matters of Kansas law upon the opinion of Anderson, Byrd,
Richeson & Flaherty, as to matters of Missouri law (except as
to matters relating to the approval of the Missouri, Arkansas
and Oklahoma public utility commissions) upon the opinion of
Spencer, Scott & Dwyer, P.C.
<PAGE>
EXPERTS
The financial statements incorporated in this Prospectus
by reference to the Annual Report on Form 10-K for the year ended
December 31, 1997 and the financial statement schedule included in the
Registration Statement have been so incorporated in reliance on the
report of Price Waterhouse LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting.
<PAGE>
No dealer, salesman, or any other THE EMPIRE DISTRICT
person has been authorized to give ELECTRIC COMPANY
any information or to make any
representations other than those
contained in this Prospectus,
including any prospectus supplement
in connection with the offer
contained in this Prospectus, and,
if given or made, such information
or representations must not be
relied upon as having been
authorized by the Company or any
underwriter, dealer, or agent. This
Prospectus does not constitute an $80,000,000
offer to sell or a solicitation of
an offer to buy any of these COMMON STOCK
securities in any jurisdiction to
any person to whom it is unlawful to FIRST MORTGAGE BONDS
make such offer or solicitation in
such jurisdiction. Neither the and
delivery of this Prospectus nor any CUMULATIVE PREFERRED STOCK
sale made hereunder shall, under any
circumstances, create any
implication that there has been no
change in the affairs of the Company
since the date hereof.
__________________ _____________
PROSPECTUS
TABLE OF CONTENTS
Page
Available Information
Incorporation of Certain
Documents by Reference
The Company
Use of Proceeds
Earnings Ratios
Description of New
Preferred Stock
Description of New Bonds
Plan of Distribution
Legal Opinions Dated September , 1997
Experts
<PAGE>
<TABLE>
<CAPTION>
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
<S> <C>
Securities and Exchange Commission
Registrant Fee $ 24,242
Counsel Fees and Expenses 126,500(1)
Services of Independent Accountants 38,500(1)
Trustee's Fees and Expenses 33,000(1)(2)
Printing Expenses, including Engraving 154,000(1)
First Mortgage Bonds Rating Fees 44,000(1)(2)
Blue Sky Fees and Expense 16,500(1)
Transfer Agent and Registrar Fees 5,500(1)(3)
Miscellaneous Expenses 12,758(1)
Total $455,000(1)
</TABLE>
<footnote>
(1) Estimated as if the Securities were sold in three
different offerings with three separate Prospectus
Supplements.
(2) Required only if First Mortgage Bonds are issued.
(3) Required only if New Preferred Stock and/or Common Stock
are issued.
<PAGE>
Item 15. Indemnification of Officers and Directors.
The Company is organized under the laws of the State
of Kansas and its Articles of Incorporation and Bylaws contain
provisions permitted by the Kansas General Corporation Code
which, in general terms, provided that directors and officers
will be indemnified by the Company for all losses that may be
incurred by them in connection with any claim or legal action
in which they may become involved by reason of their service as
a director or officer of the Company, if they meet certain
specified conditions, and provide for the advancement by the
Company to directors and officers of expenses incurred by them
in defending suits arising out of their service as such.
The directors and officers of the Company are covered
by insurance indemnifying them against certain liabilities
which might be incurred by them in their capacities as such,
including certain liabilities arising under the Securities Act
of 1933. The premium for this insurance is paid by the
Company.
The proposed forms of Purchase Agreement between the
Company and any purchaser, filed as Exhibits 1(a), 1(b) and
1(c) hereto, contain descriptions of the indemnification
arrangements with respect to this offering, and are
incorporated herein by reference.
Item 16. Exhibits.
Reference is made to the Exhibit Index filed as a
part of this Registration Statement.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
Registration Statement (or the most recent post-
effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in
the information set forth in the Registration
Statement; notwithstanding the foregoing, any
increase or decrease in volume of securities being
offered (if the total dollar value of securities
<PAGE>
offered would not exceed that which was registered)
and any deviation from the low or high end of the
estimated maximum offering range may be reflected in
the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a
20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
(iii) To include any material information
with respect to the plan of distribution not
previously disclosed in the Registration Statement or
any material change to such information in the
Registration Statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
The undersigned Registrant hereby undertakes that,
for purposed of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the provisions described under Item 15 above, or otherwise, the
Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification in
against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
<PAGE>
connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
The undersigned registrant hereby undertakes to file
an application for the purpose of determining the eligibility
of the trustee to act under subSection (a) of Section 310 of
the Trust Indenture Act in accordance with the rules and
regulations prescribed by the Commission under
Section 305(b)(2) of the Trust Indenture Act.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on
Form S-3 and has duly caused this Amendment No. 1 to the
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Joplin, State of Missouri, on
March 30, 1998 .
THE EMPIRE DISTRICT ELECTRIC COMPANY
By: /s/ Myron W. McKinney
Myron W. McKinney
President
Pursuant to the requirements of the Securities Act of
1933, this Amendment No. 1 to the Registration Statement has been
signed by the following persons in the capacities and on the dates indicated.
/s/ Myron W. McKinney President, Chief March 30, 1998
Myron W. McKinney Executive Officer and
Director (Principal
Executive Officer)
/s/ R.B. Fancher Vice President-Finance March 30, 1998
R.B. Fancher (Principal Financial
Officer)
/s/ G.A. Knapp* Controller and March 30, 1998
G.A. Knapp Assistant Treasurer
(Principal Accounting
Officer)
/s/ V.E. Brill* Director March 30, 1998
V.E. Brill
/s/ M.F. Chubb, Jr.* Director March 30, 1998
M.F. Chubb, Jr.
/s/ R.D. Hammons* Director March 30, 1998
R.D. Hammons
/s/ R.C. Hartley* Director March 30, 1998
R.C. Hartley
<PAGE>
/s/ J.R. Herschend* Director March 30, 1998
J.R. Herschend
/s/ F.E. Jeffries* Director March 30, 1998
F.E. Jeffries
/s/ R.L. Lamb* Director March 30, 1998
R.L. Lamb
/s/ R.E. Mayes* Director March 30, 1998
R.E. Mayes
/s/ M.M. Posner* Director March 30, 1998
M.M. Posner
*By /s/ R.B. Fancher
(R.B. Fancher, as
attorney in fact
for each of the
persons indicated)
<PAGE>
EXHIBIT INDEX
Exhibit
Number_ Description of Exhibit
1(a)* - Form of Purchase Agreement for New
Common Stock.
1(b)* - Form of Purchase Agreement for New
Bonds
1(c)* - Form of Purchase Agreement for New
Preferred Stock
4(a) - Restated Articles of Incorporation
(Incorporated by reference to
Exhibit 4(a) to Registration
Statement No. 33-54539 on Form S-
3).
(b) - Rights Agreement dated July 26,
1990 (Incorporated by reference to
Exhibit 4(a) to Form 8-K, File
No. 1-3368).
(c) - Amendment to Rights Agreement
dated July 26, 1990 between the
Company and Chemical Bank
(successor to Manufacturers
Hanover Trust Company), as Rights
Agent (incorporated by reference
to Exhibit 4 to Report on Form 10-
Q for the quarter ended
September 30, 1991, File No. 1-
3368).
(d) - Indenture of Mortgage and Deed of
Trust dated as of September 1,
1944 and First Supplemental
Indenture thereto (Incorporated by
reference to Exhibits B(1) and
B(2) to Form 10, File No. 1-3368).
(e) - Third and Sixth through Eighth
Supplemental Indentures to
Indenture of Mortgage and Deed of
Trust (Incorporated by reference
to Exhibit 2(c) to Form S-7, File
No. 2-59924).
(f) - Fourteenth Supplemental Indenture
to Indenture of Mortgage and Deed
of Trust.
<PAGE>
(g) - Sixteenth Supplemental Indenture
to Indenture of Mortgage and Deed
of Trust (Incorporated by
reference to Exhibit 4(i) to
Report on Form 10-K for the year
ended December 31, 1989, File
No. 1-3368).
(h) - Seventeenth Supplemental Indenture
to Indenture of Mortgage and Deed
of Trust (Incorporated by
reference to Exhibit 4(j) to
Report on Form 10-K for the year
ended December 31, 1990, File
No. 1-3368).
(i) - Eighteenth Supplemental Indenture
to Indenture of Mortgage and Deed
of Trust (Incorporated by
reference to Exhibit 4 to Report
on Form 10-Q for the quarter ended
June 30, 1992, File No. 1-3368).
(j) - Nineteenth Supplemental Indenture
to Indenture of Mortgage and Deed
of Trust (Incorporated by
reference to Exhibit 4(1) to
Registration Statement No.33-66748
on Form S-3, filed July 30, 1993).
(k) - Twentieth Supplemental Indenture
to Indenture of Mortgage and Deed
of Trust (Incorporated by
reference to Exhibit 4(m) to
Registration Statement No.33-66748
on Form S-3, filed July 30, 1993).
(l) - Twenty-First Supplemental
Indenture to Indenture of Mortgage
and Deed of Trust (Incorporated by
reference to Exhibit 4 to Report
on Form 10-Q for the quarter ended
September 30, 1993, File No. 1-
3368).
(m) - Twenty-Second Supplemental
Indenture to Indenture of Mortgage
and Deed of Trust (Incorporated by
reference to Exhibit 4(k) to
Annual Report on Form 10-K for the
year ended December 31, 1993, File
No. 1-3368).
<PAGE>
(n) - Twenty-Third Supplemental
Indenture to Indenture of Mortgage
and Deed of Trust (Incorporated by
reference to Exhibit 4(l) to
Annual Report on Form 10-K for the
year ended December 31, 1993, File
No. 1-3368).
(o) - Twenty-Fourth Supplemental
Indenture to Indenture of Mortgage
and Deed of Trust (Incorporated by
reference to Exhibit 4(m) to
Annual Report on Form 10-K for the
year ended December 31, 1993, File
No. 1-3368).
(p) - Twenty-Fifth Supplemental
Indenture dated as of November 1,
1994 to Indenture of Mortgage and
Deed of Trust (Incorporated by
reference to Exhibit 4(p) to Form
S-3, File No. 33-56635).
(q) - Twenty-Sixth Supplemental
Indenture dated as of April 1,
1995 to Indenture of Mortgage and
Deed of Trust (Incorporated by
reference to Exhibit 4 to Form 10-
Q for quarter ended March 31,
1995, File No. 1-3368).
(r) - Twenty-Seventh Supplemental
Indenture dated as of June 1, 1995
to Indenture of Mortgage and Deed
of Trust (Incorporated by
reference to Exhibit 4 to Form 10-
Q for quarter ended June 30, 1995,
File No. 1-3368).
(s) - Twenty-Eighth Supplemental
Indenture dated as of December 1,
1996 to Indenture of Mortgage and
Deed of Trust (Incorporated by
reference to Exhibit 4 to Form 10-
K for fiscal year ended December
31, 1996, File No. 1-3368.
<PAGE>
(t)* - Form of Supplemental Indenture
relating to the New Bonds.
(u) - Form of Certificate of Designation
Description and Certain Terms of
____% Cumulative Preferred Stock,
$10.00 par value (Incorporated by
reference to Exhibit 4(p) to
Registration Statement No. 33-
66748 on Form S-3 filed July 30,
1993).
5(a)* - Opinion of Anderson, Byrd,
Richeson & Flaherty regarding the
legality of the New Common Stock
and the New Preferred Stock.
5(b)* - Opinion of Spencer, Scott & Dwyer,
P.C. regarding the legality of the
New Bonds.
23(a) ** - Consent of Price Waterhouse LLP.
(b) - Consent of Anderson, Byrd,
Richeson & Flaherty (included in
Exhibit 5(a) hereto).
(c) - Consent of Spencer, Scott & Dwyer
(included in Exhibit 5(b) hereto).
24* - Powers of Attorney.
25(a)* - Statement of Eligibility and
Qualification under the Trust
Indenture Act of 1939 (on Form T-
1) of Harris Trust and Savings
Bank.
25(b)* - Statement of Eligibility and
Qualification under the Trust
Indenture Act of 1939 (on Form T-
1) of State Street Bank and Trust
Company of Missouri, N.A.
27 - Financial Data Schedule (Incorporated by reference
to Exhibit 27 to Report on Form 10-K for year
ended December 31, 1997, File No. 1-3368).
_______________________
* Previously Filed.
** Filed Herewith
<PAGE>
EXHIBIT 23(A)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report
dated January 19 , 1998 appearing on page 20 of The
Empire District Electric Company's Annual Report on Form 10-K for the year
ended December 31, 1997 . We also consent to the reference to us
under the headings "Experts" in such prospectus.
PRICE WATERHOUSE LLP
March 30, 1998
