UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.___1____)*
Empire District Electric Company
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(Name of Issuer)
Common Stock
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(Title Of Class of Securities)
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29164110
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(CUSIP Number)
Check the following box if a fee is being paid with this statement. (A fee is
not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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<PAGE>
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CUSIP NO. 291641108_13G PAGE 2 OF 7 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Merrill Lynch, Pierce, Fenner & Smith Incorporated
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Joint Filing
(a)
(b)
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5 SOLE VOTING POWER
0
NUMBER OF
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SHARES BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH
None
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REPORTING PERSON WITH 7 SOLE DISPOSITIVE POWER
0
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8 SHARED DISPOSITIVE POWER
None
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
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12 TYPE OF REPORTING PERSON*
BD, CO
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*SEE INSTRUCTION BEFORE FILLING OUT!
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SCHEDULE 13G
Item 1 (a) Name of Issuer:
Empire District Electric Company
Item 1 (b) Address of Issuer's Principal Executive Offices:
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602 Joplin Street
PO Box 127
Joplin, Missouri 64802
Item 2 (a) Names of Persons Filing:
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Merrill Lynch, Pierce, Fenner & Smith Incorporated
Item 2 (b) Address of Principal Business Office, or, if None, Residence:
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Merrill Lynch, Pierce, Fenner & Smith Incorporated
World Financial Center, North Tower
250 Vesey Street
New York, New York 10281
Item 2 (c) Citizenship:
See Item 4 of Cover Pages
Item 2 (d) Title of Class of Securities:
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Common Stock
Item 2 (e) CUSIP Number:
291641108
Item 3
Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S")
is a broker-dealer registered under Section 15 of the Securities Exchange Act of
1934.
Item 4 Ownership
a) Amount Beneficially Owned:
See Item 9 of Cover Pages. Pursuant to ss. 240.13d-4, MLPF&S (the
"Reporting Person") disclaims beneficial ownership of the securities of Empire
District Electric Company referred to herein, and the filing of this Schedule
13G shall not be construed as an admission that the Reporting Person is, for the
purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the
beneficial owner of any of the securities of Empire District Electric Company
referred to herein other than in the case of such held by MLPF&S in proprietary
accounts.
<PAGE>
(b) Percent of Class:
See Item 11 of Cover Pages
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
See Item 5 of Cover Pages
(ii) shared power to vote or to direct the vote:
See Item 6 of Cover Pages
(iii) sole power to dispose or to direct the
disposition of:
See Item 7 of Cover Pages
(iv) shared power to dispose or to direct the
disposition of:
See Item 8 of Cover Pages
Item 5 Ownership of Five Percent or Less of a Class.
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Not Applicable
Item 6 Ownership of More than Five Percent on Behalf of Another Person.
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Not Applicable
Item 7 Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
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See Exhibit A
Item 8 Identification and Classification of Members of the Group.
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Not Applicable
Item 9 Notice of Dissolution of Group.
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Not Applicable
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Item 10 Certification.
By signing below each of the undersigned certifies that, to the best of
their knowledge and belief, the securities referred to above were acquired in
the ordinary course of business and were not acquired for the purpose of and do
not have the effect of changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a participant in any
transaction having such purposes or effect.
Signature.
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this
statemetn is true, complete and correct.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Date: January 25, 1999
Andrea Lowenthal
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Name: Andrea Lowenthal
Title: Attorney-in-Fact *
*Executed pursuant to a Power of Attorney dated November 17, 1995, a copy of
which is attached hereto as Exhibit B.
<PAGE>
Exhibit A to Schedule 13G
ITEM 7 DISCLOSURE RESPECTING SUBSIDIARIES
The person filing this report is Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("MLPF&S"), a Delaware corporation with its principal place of
business at World Financial Center, North Tower, 250 Vesey Street, New York, New
York, which is a wholly-owned direct subsidiary of ML&Co. and a broker-dealer
registered pursuant to the Securities Exchange Act of 1934.
<PAGE>
Exhibit B to Schedule 13G
Power of Attorney
The undersigned, Merrill Lynch, Pierce, Fenner & Smith Incorporated, ( the
"Corporation") a corporation duly organized under the laws of Delaware, with its
principal place of business at World Financial Center, North Tower, 250 Vesey
Street, New York, New York 10281does hereby make, constitute and appoint Richard
B. Alsop, Richard D. Kreuder, Andrea Lowenthal, Gregory T. Russo, or any other
individual from time to time elected or appointed as secretary or an assistant
secretary of the Corporation, acting severally, each of whose address is Merrill
Lynch & Co., Inc., World Financial Center, North Tower, 250 Vesey Street, New
York, New York 10281, as its true and lawful attorneys-in-fact, for it and in
its name, place and stead (i) to execute on behalf of the Corporation and cause
to be filed and/or delivered, as required under Section 13(d) of the Securities
Exchange Act of 1934 (the "Act") and the regulations thereunder, any number, as
appropriate, of original, copies, or electronic filings of the Securities and
Exchange Commission Schedule 13D or Schedule 13G Beneficial Ownership Reports
(together with any amendments and joint filing agreements under Rule 13d-1(f)
(1) of the Act, as may be required thereto) to be filed and/or delivered with
respect to any equity security (as defined in Rule 13d-1(d) under the Act)
beneficially owned by the undersigned and which must be reported by the
undersigned pursuant to Section 13(d) of the Act and the regulations thereunder,
(ii) and generally to take such other actions and perform such other things
necessary to effectuate the foregoing as fully in al respects as if the
undersigned could do if personally present. This Power of Attorney shall remain
in effect until revoked, in writing, by the undersigned.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney, this 17th day of November, 1995.
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
By: /s/ David H. Komansky
Name: David H. Komansky
Title: President and Chief Operating Officer
