SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
The Empire District Electric Company
(Exact name of registrant as specified in its charter)
Kansas 44-0236370
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
602 Joplin Street
Joplin, Missouri 64801
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Preference Stock Purchase Rights New York Stock Exchange
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. /X/
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:
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(if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of Securities to be Registered
On April 27, 2000 the Board of Directors of The Empire District Electric
Company (the "Company") adopted and approved the execution of the Rights
Agreement, dated as of April 27, 2000, between the Company and ChaseMellon
Shareholder Services, L.L.C., as Rights Agent (the "Rights Agreement" and the
rights issuable thereunder, the "Rights"). A summary of the Rights follows:
Summary of Rights
On April 27, 2000 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 July 26, 2000 (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 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") 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 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 owns 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) disposes of enough
shares within ten calendar days of having acquired a
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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, 2010 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 or group 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 Board of Directors of the Company
determines 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 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
annulled and 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
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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 null and 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 a price of $.0l per Right (the "Redemption Price").
Immediately upon the action of the Board of Directors of the Company electing to
redeem the Rights, 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
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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 of Directors in
order to cure any ambiguity, defect or inconsistency, to make changes which do
not adversely 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.
So long as the Rights are attached to the Common Stock, the Company will
issue 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 has been filed as an exhibit to the
Company's quarterly report on Form 10-Q filed with the Securities and Exchange
Commission for the
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quarterly period ended March 31, 2000. The foregoing description of the Rights
does not purport to be complete and is qualified in its entirely by reference to
such exhibit, which is hereby incorporated by reference.
Item 2. Exhibits
1 Rights Agreement, dated as of April 27, 2000, between The Empire
District Electric Company and ChaseMellon Shareholder Services,
L.L.C., as Rights Agent (herein incorporated by reference to Exhibit 4
to the Company's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2000)
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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
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Name: Robert B. Fancher
Title: Vice President-Finance
Dated: July 18, 2000
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EXHIBIT INDEX
Number Description
1 Rights Agreement, dated as of April 27, 2000, between The Empire
District Electric Company and ChaseMellon Shareholder Services,
L.L.C., as Rights Agent (herein incorporated by reference to Exhibit 4
to the Company's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2000).
