SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 1
The Empire District Electric Company
(Exact name of registrant as specified in its charter)
Kansas 44-0236370
(State of incorporation or (I.R.S. Employer
organization) Identification No.)
602 Joplin Street
Joplin, Missouri 64801
(Address of principal (Zip Code)
executive offices)
Securities to be registered pursuant to Section 12(b) of the
Act:
Title of each class Name of each exchange on
to be so registered which
each class is to be
registered
Preference Stock Purchase New York Stock Exchange
Rights
If this form relates to the registration of a class of
securities pursuant to Section 12(b) of the Exchange Act and is
effective pursuant to General Instruction A.(c), check the
following box.
If this form relates to the registration of a class of
securities pursuant to Section 12(g) of the Exchange Act and is
effective pursuant to General Instruction A.(d) check the
following box.
Securities Act registration statement file number to which
this form relates:
(if applicable)
Securities to be registered pursuant to Section 12(g) of
the Act:
None
(Title of Class)
<PAGE>
Item 1. Description of Securities to be Registered
On October 24, 1991, the Board of Directors of The
Empire District Electric Company (the "Company") adopted and
approved the execution of Amendment No. 1 ("Rights Amendment
No. 1"), dated as of October 24, 1991, to the Rights Agreement,
dated as of July 26, 1990, between the Company and ChaseMellon
Shareholder Services, successor to Manufacturers Hanover Trust
Company, as Rights Agent (the "Rights Agreement" and the rights
issuable thereunder, the "Rights"). Rights Amendment No. 1 was
executed to amend the definition of "Substantial Block" in
Section 1(q) of the Rights Agreement.
On May 10, 1999, the Board of Directors of the
Company adopted and approved the execution of Amendment No. 2
("Rights Amendment No. 2"), dated as of May 10, 1999, to the
Rights Agreement. Rights Amendment No. 2 was executed in
connection with the execution of the Agreement and Plan of
Merger (the "Merger Agreement"), dated as of May 10, 1999,
between the Company and UtiliCorp United Inc., a Delaware
corporation ("UCU"), which provides for a merger of the Company
with and into UCU with UCU as the surviving corporation.
Rights Amendment No. 2 provides that notwithstanding anything
in the Rights Agreement to the contrary, neither UCU nor any of
its "Affiliates" or "Associates" shall be considered an
"Acquiring Person" and no "Shares Acquisition Date" or
"Distribution Date" (each as defined in the Rights Agreement)
has occurred or will occur, in any such case, as a result of
the approval, execution or delivery of the Merger Agreement or
the consummation of the transactions contemplated thereunder.
A summary of the Rights as amended follows:
Summary of Rights
On July 26, 1990 the Board of Directors of The Empire
District Electric Company declared a dividend distribution of
one Right for each outstanding share of Common Stock, $1 par
value (the "Common Stock"), of the Company. The distribution
was payable on August 20, 1990 (the "Record Date") to the
stockholders of record on the Record Date. Each Right entitles
the registered holder to purchase from the Company one one-
hundredth of a share of Series A Participating Preference Stock
(the "Preference Stock"), at a price of $75.00 per one one-
hundredth share (the "Purchase Price"), subject to adjustment.
The description and terms of the Rights are set forth in the
Rights Agreement between the Company and the Rights Agent.
Until the earlier to occur of (i) ten calendar days
following the date (the "Shares Acquisition Date" (which date
shall not be deemed to have occurred solely by reason of the
approval, execution or delivery of the Merger Agreement or the
consummation of the transactions contemplated thereby)) of
public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person" (which term shall not
include UCU or any of its respective "Affiliates" and
"Associates" which may otherwise become Acquiring Persons
solely by reason of the approval, execution or delivery of the
Merger Agreement or the consummation of the transactions
<PAGE>
contemplated thereby)) acquired, or obtained the right to
acquire, beneficial ownership of 10% or more of the outstanding
shares of the Common Stock (a "Substantial Block") or (ii) ten
calendar days following the commencement or announcement of an
intention to make a tender offer or exchange offer if, upon
consummation thereof, such person would be an Acquiring Person
(the earlier of such dates being called the "Distribution Date"
(which date shall not be deemed to have occurred solely by
reason of the approval, execution or delivery of the Merger
Agreement or the consummation of the transactions contemplated
thereby)), the Rights will be evidenced with respect to any of
the Company's Common Stock certificates outstanding as of the
Record Date, by such Common Stock certificates. A person shall
not be deemed the beneficial owner of a Substantial Block if
such person, together with all affiliates and associates of
such person, (a) beneficially own less than 20% of the
outstanding shares of Common Stock, (b) acquired all of such
shares without the intention of effecting control of the
Company, and (c) dispose of enough shares within ten calendar
days of having acquired a Substantial Block such that they
would no longer beneficially own 10% or more of the outstanding
shares of Common Stock. The Rights Agreement provides that,
until the Distribution Date, the Rights will be transferred
with and only with the Company's Common Stock. Until the
Distribution Date (or earlier redemption or expiration of the
Rights), new Common Stock certificates issued after the Record
Date upon transfer or new issuance of the Company's Common
Stock will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or
earlier redemption or expiration of the Rights), the surrender
for transfer of any of the Company's Common Stock certificates
outstanding as of the Record Date will also constitute the
transfer of the Rights associated with the Common Stock
represented by such certificate. As soon as practicable
following the Distribution Date, separate certificates
evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Company's Common Stock as of the close
of business on the Distribution Date and such separate Right
Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution
Date. The Rights will expire at the close of business on
July 25, 2000 unless earlier redeemed or exchanged by the
Company as described below.
In the event that (i) the Company is the surviving
corporation in a merger with an Acquiring Person and its Common
Stock is not changed or exchanged, (ii) a Person becomes the
beneficial owner of more than 10% of the then outstanding
shares of Common Stock (except pursuant to an offer for all
outstanding shares of Common Stock which the Independent
Directors (as hereafter defined) determine to be fair to and
otherwise in the best interests of the Company and its
shareholders), (iii) an Acquiring Person engages in one or more
"self-dealing" transactions as set forth in the Rights
Agreement, or (iv) during such time as there is an Acquiring
Person, an event occurs which results in such Acquiring
Person's ownership interest being increased by more than 1%
(e.g., a reverse stock split), at any time following the
Distribution Date, each holder of a Right will thereafter have
the right to receive, upon exercise, Common Stock (or, in
certain circumstances, cash, property or other securities of
<PAGE>
the Company) having a value equal to two times the exercise
price of the Right. Notwithstanding any of the foregoing,
following the occurrence of any of the events set forth in this
paragraph, all Rights that are, or (under certain circumstances
specified in the Rights Agreement) were, beneficially owned by
any Acquiring Person will be null and void.
In the event that, at any time following the Shares
Acquisition Date, (i) the Company is acquired in a merger or
other business combination transaction (other than a merger
described in the immediately preceding paragraph or a merger
which follows an offer described in the immediately preceding
paragraph), or (ii) 50% or more of the Company's assets or
earning power is sold or transferred, each holder of a Right
(except Rights which previously have been voided as set forth
above) shall thereafter have the right to receive, upon
exercise, common stock of the acquiring company having a value
equal to two times the Exercise Price of the Right. The events
set forth in this paragraph and in the preceding paragraph are
referred to as the "Triggering Events."
The Purchase Price payable, and the number of shares
of Preference Stock (or Common Stock, cash, property or other
securities, as the case may be) issuable upon exercise of the
Rights are subject to adjustment from time to time to prevent
dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of the Preference
Stock, (ii) upon the grant to holders of the Preference Stock
of certain rights or warrants to subscribe for shares of the
Preference Stock or convertible securities at less than the
current market price of the Preference Stock or (iii) upon the
distribution to holders of the Preference Stock of evidences of
indebtedness or assets (excluding regular periodic cash
dividends out of earnings or retained earnings or dividends
payable in the Preference Stock) or of subscription rights or
warrants (other than those referred to above).
With certain exceptions, no adjustments in the
Purchase Price will be required until cumulative adjustments
require an adjustment of at least 1% in such Purchase Price.
No fractional shares will be issued (other than fractional
shares which are integral multiples of one one-hundredth of a
share of Preference Stock) and, in lieu thereof, an adjustment
in cash will be made based on the market price of the
Preference Stock on the last trading date prior to the date of
exercise.
At any time after there is an Acquiring Person, and
prior to the acquisition by such Acquiring Person of 50% or
more of the outstanding Common Stock, the Board of Directors
may exchange the Rights (other than Rights owned by the
Acquiring Person which shall have become void), in whole or in
part, at an exchange ratio of one share of Common Stock (or a
fraction of a share of Preference Stock having the same market
value) per Right (subject to adjustment).
At any time prior to 5:00 P.M. New York City time on
the tenth calendar day following the Shares Acquisition Date,
the Company may redeem the Rights in whole, but not in part, at
<PAGE>
a price of $.0l per Right (the "Redemption Price"). Under
certain circumstances set forth in the Rights Agreement, the
decision to redeem shall require that there be Independent
Directors in office and that a majority of the Independent
Directors concur in such decision. Immediately upon the action
of the Board of Directors of the Company electing to redeem the
Rights with, if required, the concurrence of the Independent
Directors, the Company shall make announcement thereof, and
upon such action, the right to exercise the Rights will
terminate and the only right of the holders of Rights will be
to receive the Redemption Price.
Until a Right is exercised, the holder thereof, as
such, will have no rights as a stockholder of the Company,
including, without limitation, the right to vote or to receive
dividends.
The Preference Stock will rank junior to all series
of the Company's cumulative preferred stock with respect to
payment of dividends and as to distribution of assets in
liquidation. Each share of Preference Stock will have a
quarterly dividend rate per share equal to the greater of $1.00
or 100 times the per share amount of any dividend (other than a
dividend payable in shares of Common Stock or a subdivision of
the Common Stock) declared from time to time on the Common
Stock, subject to certain adjustments. The Preference Stock
will not be redeemable. In the event of liquidation, the
holders of the Preference Stock will be entitled to receive a
preferred liquidation payment per share of $7,500 (plus accrued
and unpaid dividends) or, if greater, an amount equal to 100
times the payment to be made per share of Common Stock, subject
to certain adjustments. Generally, each share of Preference
Stock will vote together with the Common Stock and any series
of cumulative preferred or preference stock entitled to vote in
such manner and will be entitled to 100 votes, subject to
certain adjustments. In the event of any merger,
consolidation, combination or other transaction in which shares
of Common Stock are exchanged for or changed into other stock
or securities, cash and/or other property, each share of
Preference Stock will be entitled to receive 100 times the
aggregate amount of stock, securities, cash and/or other
property, into which or for which each share of Common Stock is
changed or exchanged, subject to certain adjustments. The
foregoing dividend, voting and liquidation rights of the
Preference Stock are protected against dilution in the event
that additional shares of Common Stock are issued pursuant to a
stock split or stock dividend or distribution. Because of the
nature of the Preference Stock's dividend, voting, liquidation
and other rights, the value of the one one-hundredth of a share
of Preference Stock purchasable with each Right is intended to
approximate the value of one share of Common Stock.
Other than those provisions relating to the principal
economic terms of the Rights and the time period within which
to redeem the Rights, any of the provisions of the Rights
Agreement may be amended by the Board of Directors of the
Company prior to the Distribution Date. After the Distribution
Date, the provisions of the Rights Agreement may be amended by
the Board (in certain circumstances, with the concurrence of
the Independent Directors) in order to cure any ambiguity,
defect or inconsistency, to make changes which do not adversely
<PAGE>
affect the interests of holders of Rights (excluding the
interests of any Acquiring Person), or, with certain
limitations, to shorten or lengthen any time period under the
Rights Agreement.
The term "Independent Directors" means any member of
the Board of Directors of the Company who was a member of the
Board prior to the date of the Rights Agreement, and any person
who is subsequently elected to the Board if such person is
recommended or approved by a majority of the Independent
Directors, but shall not include an Acquiring Person, or an
affiliate or associate of an Acquiring Person, or any
representative of the foregoing entities.
Each outstanding share of Common Stock on August 20,
1990 and each share of Common Stock subsequently issued prior
to January 29, 1992 has received one Right. On and after
January 29, 1992, the date the Company effected a 2 for 1 stock
split with respect to its Common Stock, each share of Common
Stock subsequently issued has received one-half of one Right.
So long as the Rights are attached to the Common Stock, the
Company will issue one-half of one Right with each new share of
Common Stock so that all such shares will have attached Rights.
500,000 shares of Preference Stock have been reserved for
issuance upon exercise of the Rights.
The Rights have certain anti-takeover effects. The
Rights will cause substantial dilution to a person who attempts
to acquire the Company without conditioning his offer on a
substantial number of Rights being acquired. The Rights will
not affect a transaction approved by the Company prior to the
existence of an Acquiring Person, because the Rights can be
redeemed before the consummation of such transaction.
A copy of the Rights Agreement, and the amendments
thereto, are filed herewith. The foregoing description of the
Rights does not purport to be complete and is qualified in its
entirely by reference to such Exhibits, which are hereby
incorporated by reference.
Item 2. Exhibits
1 Rights Agreement, dated as of July 26, 1990, between
The Empire District Electric Company and ChaseMellon
Shareholder Services, successor to Manufacturers
Hanover Trust Company, as Rights Agent (Incorporated
by reference to Exhibit 4(a) to the Company's Form 8-
K, dated July 26, 1990, File No. 1-3368).
2 Amendment No. 1, dated as of October 24, 1991, to
the Rights Agreement between The Empire District
Electric Company and ChaseMellon Shareholder
Services, successor to Manufacturers Hanover Trust
Company (Incorporated by reference to Exhibit 4 to
the Company's Form 10-Q for the quarter ended
September 30, 1991, File No. 1-3368).
<PAGE>
3 Amendment No. 2, dated as of May 10, 1999, to the
Rights Agreement between The Empire District
Electric Company and ChaseMellon Shareholder
Services, successor to Manufacturers Hanover Trust
Company.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duty caused
this registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
THE EMPIRE DISTRICT ELECTRIC COMPANY
By: /s/ Robert B. Fancher
Name: Robert B. Fancher
Title: Vice President-Finance
Dated: June 17, 1999
<PAGE>
EXHIBIT INDEX
Number Description
1 Rights Agreement, dated as of July
26, 1990, between The Empire District
Electric Company and ChaseMellon
Shareholder Services, successor to
Manufacturers Hanover Trust Company,
as Rights Agent (Incorporated by
reference to Exhibit 4(a) to the
Company's Form 8-K, dated July 26,
1990, File No. 1-3368).
2 Amendment No. 1, dated as of October
24, 1991, to the Rights Agreement
between The Empire District Electric
Company and ChaseMellon Shareholder
Services, successor to Manufacturers
Hanover Trust Company (Incorporated
by reference to Exhibit 4 to the
Company's Form 10-Q for the quarter
ended September 30, 1991, File No. 1-
3368).
3 Amendment No. 2, dated as of May 10,
1999, to the Rights Agreement
between The Empire District Electric
Company and ChaseMellon Shareholder
Services, successor to Manufacturers
Hanover Trust Company.
<PAGE>
EXHIBIT (3)
AMENDMENT NO. 2 TO RIGHTS AGREEMENT
AMENDMENT NO. 2 TO RIGHTS AGREEMENT, dated as of May
10, 1999, between The Empire District Electric Company, a
Kansas corporation (the "Company"), and ChaseMellon Shareholder
Services, successor to Manufacturers Hanover Trust Company (the
"Rights Agent"), amending the Rights Agreement, dated as of
July 26, 1990, between the Company and the Rights Agent
pursuant to Section 27 thereof.
W I T N E S S E T H:
WHEREAS, the Company intends to enter into an
Agreement and Plan of Merger, between UtiliCorp United Inc., a
Delaware corporation ("UCU"), and the Company, dated as of May
10, 1999 (the "Merger Agreement"), pursuant to which the
Company will merge with and into UCU with UCU as the surviving
corporation; and
WHEREAS, the Company and the Rights Agent desire to
amend the Rights Agreement in accordance with Section 27 of the
Rights Agreement.
NOW, THEREFORE, in consideration of the premises and
mutual agreements set forth in the Rights Agreement and this
Amendment, the parties hereby agree as follows:
ARTICLE I
1. The Rights Agreement is amended by adding the
following WHEREAS clause immediately before the paragraph
beginning "NOW, THEREFORE":
WHEREAS, the Board of Directors of the Company has
authorized the transactions contemplated by the Agreement
and Plan of Merger (the "Merger Agreement"), between
UtiliCorp United Inc., a Delaware corporation ("UCU"), and
the Company, dated as of May 10, 1999, pursuant to which
the Company will merge with and into UCU with UCU as the
surviving corporation;
2. The Rights Agreement is amended by adding the
following new Section to the end of such Agreement:
"Section 35. UCU Merger. Notwithstanding any
provision herein to the contrary, neither UCU nor any of
its Affiliates or Associates shall be considered an
Acquiring Person under this Agreement and no Shares
Acquisition Date or Distribution Date has occurred or will
occur, in any such case as a result of the approval,
<PAGE>
execution or delivery of the Merger Agreement or the
consummation of the transactions contemplated thereunder."
ARTICLE II
1. Exhibit B to the Rights Agreement is amended as
follows:
(a) by adding after "July 26, 1990" in the fifth
line of the first paragraph on page B-1 the phrase:
", as amended by Amendment No. 1 dated as of October
24, 1991 and as amended by Amendment No. 2 dated as of May
10, 1999"
(b) by adding the following paragraph after the end
of the paragraph continued onto page B-2 from page B-1:
"Notwithstanding anything herein to the contrary,
neither UCU (as defined below) nor any of its Affiliates
or Associates is an "Acquiring Person" and no "Shares
Acquisition Date" or "Distribution Date" has occurred or
shall occur as a result of the approval, execution or
delivery of the Agreement and Plan of Merger, between
UtiliCorp United Inc., a Delaware corporation ("UCU"), and
the Company, dated as of May 10, 1999, or the consummation
of the transactions contemplated thereunder."
2. Exhibit C to the Rights Agreement is amended as
follows:
(a) by deleting the last sentence of the first
paragraph on page C-1 and substituting the following:
"The description and terms of the Rights are set
forth in a Rights Agreement, as amended (the "Rights
Agreement"), between the Company and ChaseMellon
Shareholder Services, successor to Manufacturers Hanover
Trust Company, as Rights Agent (the "Rights Agent") as
amended by Amendment No. 1, dated as of October 24, 1991
and as amended by Amendment No. 2, dated as of May 10,
1999."
(b) by adding the following paragraph after the
first paragraph on page C-5:
"Notwithstanding anything herein to the contrary,
neither UCU (as defined below) nor any of its Affiliates
or Associates (each as defined in the Rights Agreement) is
an "Acquiring Person" and no "Shares Acquisition Date" or
"Distribution Date" has occurred or shall occur as a
result of the approval, execution or delivery of the
Agreement and Plan of Merger, between Acquiror, a Delaware
corporation ("UCU"), and the Company, dated as of May 10,
1999, or the consummation of the transactions contemplated
thereunder."
<PAGE>
(c) by deleting the last paragraph on page C-5 and
substituting the following:
"A copy of the Rights Agreement has been filed with
the Securities and Exchange Commission (the "Commission")
as an Exhibit to a Registration Statement on Form 8-A
dated July 30, 1990. A copy of Amendment No. 1 has been
filed with the Commission as Exhibit 4 to the Company's
Form 10-Q for the quarter ended September 30, 1991 and a
copy of Amendment No. 2 has been filed with the Commission
as an Exhibit to Form 8-A/A, which amends the earlier Form
8-A. Copies of the Rights Agreement and Amendment No. 1
and Amendment No. 2 thereto are available free of charge
from the Company. This summary description of the Rights
does not purport to be complete and is qualified in its
entirety by reference to the Rights Agreement, as amended,
which is hereby incorporated by reference."
ARTICLE III
1. The term "Agreement" as used in the Rights
Agreement shall be deemed to refer to the Rights Agreement as
amended by this Amendment No. 2.
2. The foregoing amendments contained in Articles
I, II and III shall be effective as of the date hereof and,
except as set forth herein, the Rights Agreement shall remain
in full force and effect and shall be otherwise unaffected
hereby.
3. This Amendment No. 2 may be executed in two or
more counterparts each of which shall be deemed an original,
but all of which together shall constitute one and the same
instrument.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused
this Amendment No. 2 to be duty executed, all as of the day and
year first above written.
THE EMPIRE DISTRICT ELECTRIC COMPANY
By:/s/ Myron W. McKinney
Name: Myron W. McKinney
Title: President & Chief Executive Officer
CHASEMELLON SHAREHOLDER SERVICES,
successor to Manufacturers Hanover Trust Company,
as Rights Agent
By:/s/ Michael A. Nespoli
Name: Michael A. Nespoli
Title: Vice President
<PAGE>
