<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant / /
Filed by a Party other than the Registrant /X/
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.142-12
UTILICORP UNITED INC.
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
MERRILL CORPORATION
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
* Set forth the amount on which the filing fee is calculated and state how it
was determined.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
[LOGO]
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 4, 1994
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of UtiliCorp
United Inc. will be held at Bartle Hall's Grand Hall, Kansas City Convention
Center, 301 West 13th Street, Kansas City, Missouri on Wednesday, May 4, 1994,
at 10:00 a.m. (Kansas City Time), on that date and thereafter as it may from
time to time be adjourned, for the following purposes:
1. To elect three Directors of the Company to hold office for three
years, and until their successors have been duly elected and qualified;
2. To consider and transact such other business as may properly come
before the meeting or any adjournment thereof.
The Company's stock transfer books will not be closed for this meeting, but
in lieu thereof the Board of Directors has fixed the close of business March 5,
1994, as the record date for the determination of the stockholders entitled to
notice of and to vote at this meeting or any adjournment thereof.
BY ORDER OF THE BOARD OF DIRECTORS
DALE J. WOLF
VICE PRESIDENT AND
CORPORATE SECRETARY
March 11, 1994
IMPORTANT
PLEASE MARK, DATE, SIGN, NOTE ANY CHANGE OF ADDRESS AND RETURN THE ENCLOSED
PROXY CARD IMMEDIATELY IN THE ENCLOSED, SELF-ADDRESSED ENVELOPE. NO POSTAGE IS
NECESSARY IF MAILED IN THE UNITED STATES. IF YOU ATTEND THE MEETING, WE WILL BE
GLAD TO RETURN YOUR PROXY SO THAT YOU MAY VOTE IN PERSON.
<PAGE>
UTILICORP UNITED INC.
P.O. BOX 13287
KANSAS CITY, MISSOURI 64199-3287
PROXY STATEMENT
RELATING TO THE ANNUAL MEETING
OF STOCKHOLDERS TO BE HELD MAY 4, 1994
GENERAL
The enclosed Proxy is solicited by the Board of Directors of UtiliCorp
United Inc. (hereinafter referred to as the "Company") for use at the Annual
Meeting of Stockholders to be held at Bartle Hall's Grand Hall, Kansas City
Convention Center, 301 West 13th Street, Kansas City, Missouri at 10:00 a.m.
(Kansas City Time), on Wednesday, May 4, 1994, for the purposes set forth in the
foregoing Notice of Annual Meeting of Stockholders. This proxy statement and the
form of proxy will be mailed to stockholders on or about March 11, 1994. A
stockholder giving a proxy has the power to revoke it at any time prior to its
exercise by notifying the Corporate Secretary of the Company. Unless the proxy
is revoked, or unless it is received in such form as to render it invalid, the
shares represented by it will be voted in accordance with the instructions
contained therein.
On March 5, 1994, there were 42,186,174 shares of common stock, par value $1
per share (hereinafter referred to as "Common Stock"), of the Company
outstanding, each share of such stock being entitled to one vote, except that
each stockholder on the vote for nominees for election of Directors is entitled
to exercise the right of cumulative voting. Cumulative voting entitles the
stockholder to cast as many votes as shall equal the number of shares owned
multiplied by the number of Directors to be elected, and to cast all of such
votes for a single Director, or to distribute the votes among those to be voted
for. The three nominees for election as Directors who receive the greatest
number of votes cast, a quorum (the majority of the shares entitled to vote)
being present in person or by proxy, shall become Directors at the conclusion of
the tabulation of votes. The abstention or failure to vote shares so present and
broker nonvotes does not have the effect of a vote "against" a nominee, since
only a plurality of votes cast (rather than of votes present) is necessary to
elect a director. The votes are counted and certified by one or more inspectors
appointed by the Company in advance of the Annual Meeting of Stockholders in
accordance with Delaware Corporation Law. No shares of any other class of the
Company's stock are entitled to vote. The Board of Directors has fixed March 5,
1994, as the record date for the determination of the stockholders entitled to
notice of and to vote at the Annual Meeting or any adjournment thereof.
<PAGE>
INFORMATION WITH RESPECT TO DIRECTORS
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION YEAR FIRST
YEAR TERM OR EMPLOYMENT AND POSITION ELECTED OR
NAME EXPIRES WITH THE COMPANY APPOINTED AGE
- - ----------------------------------------- ----------- ----------------------------------------- --------------- ---
<S> <C> <C> <C> <C>
*Richard C. Green, Jr. .................. 1994 Chairman of the Board, President and 1982 39
Chief Executive Officer of
the Company
*Avis G. Tucker.......................... 1994 Editor and Publisher, 1973 78
The Daily Star-Journal,
Warrensburg, Missouri
*L. Patton Kline......................... 1994 Retired Vice Chairman of 1986 65
Marsh & McLennan, Inc.,
New York, New York
John R. Baker............................ 1995 Vice Chairman of the Board of 1971 67
the Company
Don R. Armacost.......................... 1995 Chairman of the Board, 1983 76
Peterson Manufacturing Co.,
Grandview, Missouri
Dr. Stanley O. Ikenberry................. 1995 President, University of Illinois, 1993 58
Urbana, Illinois
Robert F. Jackson, Jr. .................. 1996 Retired President, CharterCorp, Kansas 1981 68
City, Missouri
Herman Cain.............................. 1996 President and Chief Executive Officer, 1992 48
Godfather's Pizza, Inc., Omaha,
Nebraska
Robert K. Green.......................... 1996 Managing Executive Vice President of the 1993 32
Company
<FN>
- - ------------
* Nominee for election as Director at this meeting.
</TABLE>
Richard C. Green, Jr. has served as Chairman of the Board since February
1989 and as President and Chief Executive Officer of the Company since May 1985.
Mr. Green is a director of Commerce Bank of Kansas City, N.A. and Midwest
Research Institute, Kansas City, Missouri. He also serves as a trustee for the
Center for Strategic and International Studies, Washington, D.C. and for the
Urban Institute, Washington, D.C.
Avis G. Tucker, whose nephews are Richard C. Green, Jr. and Robert K. Green,
served as Chairman of the Board of the Company from May 1982 through February
1989 and has been editor and publisher of The Daily Star-Journal in Warrensburg,
Missouri during the past five years. Mrs. Tucker previously served as a director
of United Telecommunications, Inc.
John R. Baker has served as Vice Chairman of the Board since May 1991 and
served as Senior Vice President of the Company from May 1985 through December
1992.
Don R. Armacost has served as Chairman of the Board of Peterson
Manufacturing Company (a manufacturer of automotive lighting equipment),
Grandview, Missouri for the past five years.
Robert F. Jackson, Jr. retired as president of CharterCorp (a bank holding
company now Boatmen's Bancshares Inc.) in 1985. Mr. Jackson has served as a
director on the boards of various Missouri banks.
L. Patton Kline retired as Vice Chairman of Marsh & McLennan, Incorporated
(an international insurance brokerage company), a subsidiary of Marsh & McLennan
Companies, Inc., in 1988, a position he
2
<PAGE>
held for four years. He was President of Marsh & McLennan Companies, Inc. from
1980 to 1984 and Vice Chairman from 1984 to 1985. Mr. Kline served as a director
of Marsh & McLennan Companies, Inc. from 1975 to 1988. He is also a director of
PHH Group, Inc.
Herman Cain has served as President and Chief Executive Officer of
Godfather's Pizza, Inc. in Omaha, Nebraska for the past eight years. Mr. Cain
serves as a director of the Federal Reserve Bank of Kansas City, SUPERVALU, INC.
and the Whirlpool Corporation.
Stanley O. Ikenberry, Ph.D., has served as President of the University of
Illinois, Urbana since 1979. Dr. Ikenberry serves as a director for the Franklin
Life Insurance Company, Harris Bankcorp and Pfizer, Inc. Dr. Ikenberry also
serves as a trustee for the Carnegie Foundation for Advancement of Teaching.
Robert K. Green, the brother of Richard C. Green, Jr. and nephew of Avis G.
Tucker, has served as Executive Vice President and later Managing Executive Vice
President of the Company since January 1993. He has held several executive
positions at the Company's Missouri Public Service division since 1988,
including two years as President. Mr. Green is a director of the Greater Kansas
City Chamber of Commerce, United Missouri Bank, N.A. - Kansas City Banking
Region, the Heart of America United Way, the Hawthorn Foundation, the Kansas
City Area Development Council and the Learning Exchange.
The Audit Committee of the Board of Directors presently consists of Dr.
Stanley O. Ikenberry, Don R. Armacost and Robert F. Jackson, Jr. The function of
the committee is to make recommendations concerning the selection each year of
independent auditors of the Company, to review the effectiveness of the
Company's internal auditing methods and procedures, to determine through
discussions with the independent auditors whether any instructions or
limitations have been placed upon them in connection with either the scope of
the audit or its implementation, to review the financial statements and related
notes with the independent auditors to ensure such statements and notes fully
disclose all material affairs of the Company and to recommend approval or
non-approval of such financial statements and related notes.
The Pension Committee consists of Avis G. Tucker, John R. Baker, Don R.
Armacost and Robert K. Green. The function of the committee is to establish and
administer the Company's retirement plan and certain other related employee
benefit plans.
The Compensation Committee presently consists of L. Patton Kline, Robert F.
Jackson, Jr. and Herman Cain. The function of the committee is to review and
make recommendations to the Board of Directors regarding policies, practices and
procedures relating to compensation of key employees and the establishment and
administration of compensation plans.
The Nominating Committee consists of L. Patton Kline, Avis G. Tucker, Dr.
Stanley O. Ikenberry and Herman Cain. The function of the committee is to
receive, review and maintain files of individuals qualified to be recommended as
nominees for election as Directors of the Company. The Nominating Committee will
consider candidates for the Board of Directors suggested by stockholders.
Stockholders desiring to suggest candidates should advise the Secretary of the
Company in writing by December 31 of the year preceding the annual meeting of
stockholders and include sufficient biographical material to permit an
appropriate evaluation.
During 1993, the Board of Directors met five times, the Audit Committee met
three times, the Pension Committee met two times, the Compensation Committee met
three times and the Nominating Committee met two times. All Directors attended
at least 75% of the meetings of the Board and the committees on which they
served.
Each non-employee Director receives an annual fee of $20,000. Additionally,
each non-employee Director annually receives $10,000 in shares of Company Common
Stock pursuant to the 1990 Non-Employee Director Stock Plan. Directors who are
employees receive no annual fee for serving on the Board or any of its
committees. Non-employee Directors are paid a fee of $1,000 for each Board of
Directors meeting attended plus reimbursement by the Company for all travel
expenses incurred in attending such
3
<PAGE>
meetings. Non-employee Directors who are members of the Pension and Executive
Committees receive an annual fee of $2,500 plus reimbursement for all travel
expenses. Members of the Audit, Compensation and Nominating Committees receive
an annual fee of $2,500 plus reimbursement for travel expenses.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPANTS
Avis G. Tucker was a member of the Compensation Committee from January 1,
1993 to May 4, 1993. Mrs. Tucker was formerly an officer of the Company.
VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS
Furnished below is information as to the beneficial ownership of Common
Stock as of February 18, 1994, for (a) each Director of the Company, (b) the
five named Executive Officers and (c) Executive Officers as a group. The
beneficial owner has sole voting and investment power over the shares shown,
unless otherwise indicated.
<TABLE>
<CAPTION>
NUMBER PERCENT OF
NAME OF INDIVIDUAL OR GROUP OF SHARES CLASS(1)
- - ---------------------------------------------------------------------- --------- ----------------------
<S> <C> <C>
Richard C. Green, Jr. ................................................ 569,038 1.3%(2)(3)(4)(9)
Avis G. Tucker........................................................ 350,872 (2)(5)(6)
Robert K. Green....................................................... 49,767 (7)(9)
John R. Baker......................................................... 150,985 (4)(9)
Robert F. Jackson, Jr. ............................................... 20,734 --
Don R. Armacost....................................................... 9,764 --
L. Patton Kline....................................................... 3,048 --
Herman Cain........................................................... 1,591 --
Dr. Stanley O. Ikenberry.............................................. 2,316 --
Robert L. Howell...................................................... 18,300 --(9)
Edward H. Muncaster................................................... 23,651 --(9)
Harry L. Winn Jr. .................................................... 0 --
Directors and Executive Officers -- as a group (20 persons)........... 1,077,272 2.6%(2)(3)(4)(5)(8)(9)
<FN>
- - ------------
(1) Percentages are omitted for Directors and Executive Officers who own less
than 1% of Common Stock.
(2) Includes 88,287 shares held in trust under the will of Richard C. Green, of
which Mr. Richard C. Green, Jr. and Mrs. Tucker are trustees with shared
voting and investment power.
(3) Includes 73,221 shares held in trust for the benefit of Ann G. Green,
mother of Mr. Richard C. Green, Jr. and Mr. Robert K. Green, of which Mr.
Richard C. Green, Jr. is a co-trustee with shared voting and investment
power. Excludes 116,348 shares held in trust for the benefit of Mr. Richard
C. Green, Jr. as to which Mr. Richard C. Green, Jr. has power to replace
the trustees.
(4) Includes 128,726 shares held in trust for the benefit of Mrs. Tucker, of
which Mr. Richard C. Green, Jr. and Mr. Baker are trustees with shared
voting and investment power.
(5) Includes 5,751 shares held in various trusts of which Mrs. Tucker is
trustee with voting and investment power.
(6) Excludes 128,726 shares held in trust for the benefit of Mrs. Tucker, of
which Mr. Richard C. Green, Jr. and Mr. Baker are trustees with shared
voting and investment power and 376,035 shares held in trust for the
benefit of Mrs. Tucker of which a bank is sole trustee.
(7) Excludes 217,836 shares held in trust for the benefit of Mr. Robert K.
Green as to which he has power to replace the trustees.
(8) Excludes 376,035 shares held in trust for the benefit of Mrs. Tucker of
which a bank is sole trustee.
</TABLE>
4
<PAGE>
<TABLE>
<S> <C>
(9) Includes shares which may be acquired through the exercise of vested
employee stock options as follows: Mr. Richard C. Green, Jr. 90,300 shares;
Mr. Robert K. Green, 8,450 shares; Mr. Baker, 5,000 shares; Mr. Howell,
10,350 shares; Mr. Muncaster, 12,850 shares; Mr. Winn, 0 shares; and
Directors and Executive Officers as a group, 170,300 shares.
</TABLE>
Richard C. Green, Jr., Kansas City, Missouri, Robert K. Green, Mission
Hills, Kansas, Avis G. Tucker, Warrensburg, Missouri, members of their family
and trusts for the benefit of members of the Green family owned as of February
18, 1994, 1,849,312 shares or 4.4% of the outstanding shares of Common Stock of
the Company. This number includes shares shown in the preceding table as being
owned beneficially by Mr. Richard C. Green, Jr., Mr. Robert K. Green and Mrs.
Tucker, and those specifically excluded in Notes (3), (7) and (8), preceding.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Company's Compensation Committee is comprised of three non-employee
members of the Board of Directors and has overall responsibility to review and
approve the Company's executive compensation programs. To assist the Company in
recruiting, motivating and retaining high caliber executives, the Committee has
approved a compensation policy that pays key executives for superior results.
The current compensation program for executive officers consists of three major
elements: Base Salary, Annual Incentive and Long-Term Incentive. The Company
uses an independent compensation consultant to advise on executive compensation
issues.
During the year, the Compensation Committee approved a significant
restructuring of Executive Compensation, in view of the changing responsibility
of the top executive team. These changes are designed to tie the compensation of
the executives more with the performance of the Company and the interests of the
stockholders, including a new objective to own two (2) times their annual base
salary in Company stock. The Compensation Committee retains the discretion to
review and take appropriate action consistent with Company performance and
market conditions with respect to compensation of executives to the extent such
actions are not inconsistent with the Annual Incentive and Long-Term Incentive
Plans of the Company.
BASE SALARY
It is the policy of the Company to review executive officer base salaries
each year in relation to comparable positions of responsibility in billion
dollar revenue companies. This does not assure an increase in salary. At the
present time, executive salaries are at the median level of compensation for
billion dollar revenue companies and actual salaries paid reflect this policy.
The companies in the data are not necessarily reflected in the Wilshire Utility
Index, but would be included in the S&P 500 Index. In establishing base salary
levels, the Committee has considered the competitiveness of the entire
compensation package. Mr. Baker's decrease in salary from prior years reflects a
decrease in time devoted to the position.
ANNUAL INCENTIVE PLAN
The Annual Incentive Plan is the second major compensation element for
executive officers. The incentive plan provides three levels of award
opportunities. The incentive will equal about the 75th percentile of billion
dollar revenue companies at target, the 90th percentile at maximum and the 50th
percentile at the minimum. The actual award is based on a target dollar amount
that is at the 75th percentile as established annually in consultation with the
independent compensation consultant for billion dollar revenue companies. The
performance target is based on earnings per share. The award, if any, is paid in
cash. For 1993, the maximum earnings per share target was met and the maximum
annual incentives were paid. In the event an employee elects to take part of his
annual incentive award in restricted stock of the Company, the employee receives
a bonus of 25% of the value of shares taken in restricted stock and the bonus
shares are also in restricted stock. Example: Executive receives an incentive
award of $50,000 and elects to take $20,000 in restricted stock. The executive
receives a bonus worth $5,000 of shares in restricted stock.
LONG-TERM INCENTIVE PLAN
The Long-Term Incentive Plan is the third major element of executive
compensation. This plan is based on performance units and is designed to reward
long-term success in growth in earnings per share and return
5
<PAGE>
on equity over a three-year cycle. If the minimum performance level is not met,
no payment will be made under this plan. The first payment, if any, under this
plan will not be made until the first quarter of 1996, based on performance for
years 1993, 1994 and 1995.
The number of performance units granted is a targeted amount established
annually based on competitive survey data from billion dollar revenue companies,
in consultation with the Company's independent compensation consultant. The
target payout under this plan is at the 75th percentile of the billion dollar
revenue companies.
Any payments made under this plan are in restricted stock until such time
that the executive has accumulated shareholdings of the Company from any source,
excluding unexercised stock options, of at least two times annual base salary.
At such time that the executive has exceeded the targeted share ownership,
compensation, if any, from this plan will be paid in cash. If payments are made
in cash, the employee may elect to take any portion of the cash award in
restricted stock and will receive a bonus of 25% in restricted stock along the
terms outlined above under Annual Incentive.
This long-term plan is for those executives who have continuing
responsibility as part of the Managing Council of the Company. Mr. Baker is not
part of the Managing Council. Mr. Muncaster and Mr. Winn are no longer part of
the Managing Council. Messrs. Baker, Muncaster and Winn were not participants in
the Long-Term Plan described above for 1993.
The Stock Option Plan is designed to concurrently reward the shareholders
and executives not participating in 1993 in the Long-Term Incentive Plan
described above for long-term success. Thus, the executive officer's realized
increases in value from the stock option will occur only if the stock price, and
thus shareholder value, also increases. Under the Stock Option Plan, options are
considered for grant annually. The number of shares granted is based on the
executive's level of responsibility, and targeted value of the stock if
assumptions about the growth of Company stock are realized. Options are granted
at 100% of fair market value on the date of grant, and can be exercised
(following a one-year holding period) at any time over a ten-year period.
Consistent with this policy, the Company has granted stock options for Mr. Baker
for plan year 1993. Executives who are eligible for the Long-Term Incentive Plan
will not receive new stock option grants under the Stock Option Plan.
CHIEF EXECUTIVE OFFICER COMPENSATION
It is the policy of the Committee to review the Chief Executive Officer's
base salary each year in relation to comparable positions of responsibility in
billion dollar revenue companies. This does not assure an increase in salary. At
the present time, his salary is slightly above the median level of compensation
for billion dollar revenue companies. The companies in the data are not
necessarily reflected in the Wilshire Utility Index, but would be included in
the S&P 500 Index. In establishing base salary levels, the Committee has
considered the competitiveness of the entire compensation package.
Annual incentive awards are based on actual Company results and quality of
management. The Committee has authorized a cash bonus of $385,900 for maximum
achievement under the targets set by the Committee.
Mr. Green was awarded 6,860 performance units under the Long-Term Incentive
Plan. This grant was determined based on the market data targeting a payout
equal to the 75th percentile for long-term incentive compensation for chief
executive officers of billion dollar revenue companies. If the minimum
performance target is not met under this plan, no payments will be made.
COMPLIANCE WITH INTERNAL REVENUE CODE SECTION 162(M)
Section 162(m) of the Internal Revenue Code enacted in 1993 generally
disallows a tax deduction to public companies for compensation over $1 million
paid to the corporation's Chief Executive Officer and four other most highly
compensated executive officers. Qualifying performance based compensation will
not be subject to the deduction limit if certain requirements are met. The
Company currently intends to
6
<PAGE>
structure the performance based portion of the compensation of its executive
officers (which currently consists of an annual incentive program and a
long-term incentive program) in a manner that complies with the new statute.
SEVERANCE AGREEMENT
The amount accrued under the severance agreement for Mr. Winn was
established unrelated to corporate performance and reflects salary and benefit
contributions through September 1994.
RETIREMENT
The retirement amount accrued for Mr. Muncaster was established unrelated to
corporate performance. The accrual is for his non-qualified retirement plan for
an amount determined by actuarial calculations.
Submitted by the Compensation Committee of the Board of Directors:
L Patton Kline Robert F. Jackson, Jr. Herman Cain
7
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
ANNUAL COMPENSATION AWARDS
-------------------------------------------------------------------------
OTHER ANNUAL
COMPENSATION RESTRICTED STOCK STOCK
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) ($) AWARD(S)(1) ($) OPTIONS (#)
<S> <C> <C> <C> <C> <C> <C>
- - -----------------------------------------------------------------------------------------------------------------------
Richard C. Green, Jr., 1993 445,000 0 75,120(4) 482,376 0
Chairman & President 1992 445,000 0(3) 17,935 0(3) 46,600
1991 420,000 136,500 34,268 136,500 43,700
Robert K. Green, 1993 220,192 20,000 13,629 259,835 0
Managing Executive 1992(11) 0 0 0 0 0
Vice President 1991(11) 0 0 0 0 0
John R. Baker, Vice 1993 182,284 65,500 32,312(5) 45,500 5,750
Chairman of the Board 1992 230,394 0(3) 33,602(6) 0(3) 7,700
1991 219,853 54,963 23,515(7) 54,961 7,700
Robert L. Howell, Managing 1993 173,267(12) 115,868 15,590 45,500 0
Senior Vice President 1992 156,387 0(3) 15,260 0(3) 5,350
1991 143,450 50,975 13,792 35,888 5,000
Edward H. Muncaster, 1993 187,500 95,625 18,342 0 0
Senior Vice President 1992 187,500 0(3) 10,794 0(3) 6,550
1991 180,259 43,262 10,600 43,262 6,300
Harry L. Winn Jr., Managing 1993 213,200 95,625 15,217 0 0
Senior Vice President 1992 213,200 0(3) 15,738 0(3) 7,450
1991 205,000 46,125 144,592(8) 46,125 7,100
ALL OTHER
COMPENSATION
NAME AND PRINCIPAL POSITION (2) ($)
<S> <C>
- - ------------------------------
Richard C. Green, Jr., 16,069
Chairman & President 15,594
15,067
Robert K. Green, 19,833
Managing Executive 0
Vice President 0
John R. Baker, Vice 16,229
Chairman of the Board 18,433
18,298
Robert L. Howell, Managing 14,572
Senior Vice President 14,034
12,780
Edward H. Muncaster, 520,240(9)
Senior Vice President 16,731
14,715
Harry L. Winn Jr., Managing 254,375(10)
Senior Vice President 18,408
16,419
<FN>
- - ---------------
(1) Restriction lapses on third year after date of grant. Dividends are paid on
restricted stock awards at the same rate as paid to all shareholders. On
December 31, 1993, Mr. Richard C. Green, Jr. held 10,764 shares of
restricted stock having a market value of $341,757; Mr. Robert K. Green
held 1,813 shares of restricted stock having a market value of $57,563; Mr.
Baker held 4,339 shares of restricted stock having a market value of
$137,763; Mr. Howell held 2,828 shares of restricted stock having a market
value of $89,789 and Mr. Muncaster held 3,492 shares of restricted stock
having a market value of $110,871. Mr. Winn held 0 shares of restricted
stock. All market values are determined as of December 31, 1993.
(2) Consists of employer contributions to the UtiliCorp United Restated Savings
Plan, except as noted in (9) and (10), below.
(3) No cash bonus or restricted stock award was granted for 1992.
(4) $1,939 is attributable to gross-up of life insurance in excess of $50,000,
$9,346 is attributable to car allowance and $63,834 is attributable to
reimbursement of club dues.
(5) $18,164 is attributable to gross-up of life insurance in excess of $50,000,
$5,544 is attributable to car allowance and $8,604 is attributable to
reimbursement of club dues.
(6) $15,873 is attributable to gross-up of life insurance in excess of $50,000,
$7,200 is attributable to car allowance and $10,529 is attributable to
reimbursement of club dues.
(7) $15,099 is attributable to gross-up and life insurance in excess of
$50,000, $6,300 is attributable to car allowance and $1,116 is attributable
to reimbursement of club dues.
(8) $108,285 is attributable to reimbursement of relocation expenses.
(9) Includes $504,375 accrued with respect to Mr. Muncaster's retirement from
the Company and includes accrual for his non-qualified retirement plan as
determined by actuarial calculations.
(10) Includes $254,375 accrued with respect to Mr. Winn's severance arrangement
with the Company reflecting salary and benefit contributions through
September 1994.
(11) Mr. Robert K. Green was not an executive officer during 1991 and 1992.
Prior to 1993, Mr. Green served as a division president.
(12) Mr. Howell's increase in salary from 1992 is attributable to a change in
responsibility and scope of his position.
</TABLE>
8
<PAGE>
SEVERANCE AGREEMENTS
The Company has entered into severance agreements with the individuals named
in the Summary Compensation Table. These agreements are intended to provide for
continuity of management in the event of a change in control of the Company. The
agreements provide that covered executives would be entitled to certain
severance benefits following a change in control of the Company. If, following a
change in control, the executive's employment with the Company is terminated for
any reason, then the executive is entitled to a severance payment that will be
2.99 times the executive's average annual compensation for the five years
preceding the change in control, unless such termination is as a result of
death, disability, retirement, for cause or if such executive terminates
employment for other than good reason (as this term is defined in the
agreement). The severance payment is made in the form of a lump sum cash
payment.
Mr. Harry L. Winn Jr. resigned his position with the Company on September
13, 1993. His severance arrangement included salary continuation for one year in
the amount of $213,200 and continuation of health insurance for one year with an
estimated value of $8,685.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
- - ------------------------------------------------------------------------------------------------------------------------
% OF TOTAL
OPTIONS OPTIONS GRANTED EXERCISE OR GRANT DATE
GRANTED TO EMPLOYEES IN BASE PRICE EXPIRATION PRESENT VALUE
NAME (#)(*) FISCAL YEAR ($/SH) DATE $(**)
- - ------------------------------------------------ ----------- ----------------- ----------- ---------- -------------
<S> <C> <C> <C> <C> <C>
Richard C. Green, Jr. 0 0 0 0 0
Chairman & President
John R. Baker 5,750 3% 31.625 02-01-04 19,378
Vice Chairman of the Board
Robert K. Green 0 0 0 0 0
Managing Executive Vice President
Robert L. Howell 0 0 0 0 0
Managing Senior Vice President
Edward H. Muncaster 0 0 0 0 0
Senior Vice President
Harry L. Winn Jr. 0 0 0 0 0
Managing Senior Vice President
<FN>
- - ------------
* Options granted on February 1, 1994 and become exercisable on February 1,
1995.
** Based on the Black-Scholes option pricing model adapted for use in valuing
executive stock options. The actual value, if any, an executive may realize
will depend on the excess of the stock price over the exercise price on the
date the option is exercised, so that there is no assurance the value
realized by an executive will be at or near the value estimated by the
Black-Scholes model. Assumptions used in the model include a risk-free
interest rate of 5.719%, dividend yield of 5.47%, and a volatility factor
of .14058. No adjustments for non-transferability, risk of forfeiture or
exercise of option prior to maturity have been included.
</TABLE>
9
<PAGE>
OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS AT
OPTIONS AT FY-END (#) FY-END ($)
SHARES VALUE --------------------- ---------------------------
ACQUIRED ON REALIZED EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#) ($) UNEXERCISABLE UNEXERCISABLE
- - ---------------------------------- ------------- ----------- --------------------- ---------------------------
<S> <C> <C> <C> <C>
Richard C. Green, Jr. 0 0 95,900/ 639,200/
Chairman & President 46,600 139,800
John R. Baker 1,700 10,944 7,700/ 22,138/
Vice Chairman of the Board 7,700 23,100
Robert K. Green 0 0 4,800/ 25,381/
Managing Executive Vice President 3,650 10,950
Robert L. Howell 8,300 61,838 5,000/ 14,375/
Managing Senior Vice President 5,350 16,050
Edward H. Muncaster 0 0 6,300/ 18,112/
Senior Vice President 6,550 19,650
Harry L. Winn Jr. 23,650 125,381 0/ 0/
Managing Senior Vice President 0 0
</TABLE>
LONG-TERM INCENTIVE PLANS -- AWARDS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
PERFORMANCE
NUMBER OF OR OTHER
SHARES, UNITS PERIOD UNTIL
OR OTHER RIGHTS MATURATION OR THRESHOLD (1) TARGET (2) MAXIMUM (3)
NAME (#) PAYOUT ($) ($) ($)
- - ------------------------------------------ --------------- ------------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Richard C. Green, Jr.
Chairman & President 6,860 12-31-95 68,600 343,000 686,000
John R. Baker
Vice Chairman of the Board 0 0 0 0 0
Robert K. Green
Managing Executive Vice President 3,323 12-31-95 33,230 166,150 332,300
Robert L. Howell
Managing Senior Vice President 1,688 12-31-95 16,880 84,400 168,800
Edward H. Muncaster
Senior Vice President 0 0 0 0 0
Harry L. Winn Jr.
Managing Senior Vice President 0 0 0 0 0
<FN>
- - ------------
(1) Units valued at $10 per unit.
(2) Units valued at $50 per unit.
(3) Units valued at $100 per unit.
</TABLE>
10
<PAGE>
The number of performance units granted is a targeted amount established
annually based on competitive survey data from billion dollar revenue companies,
in consultation with the Company's independent compensation consultant. The
determination of the value of each unit derives from a formula which is based on
average return on equity and growth in earnings per share of the Company over
the performance period. The target value of $50 per unit will provide a target
payout equal to the 75th percentile for long-term awards of billion dollar
revenue companies at target levels of Company performance.
RETIREMENT PLAN
The Company maintains the UtiliCorp United Inc. Restated Retirement Income
Plan (the "Retirement Plan"), a non-contributory defined benefit retirement
plan. Compensation is defined in this Retirement Plan as total base salary
excluding overtime payments, bonuses, amounts deferred to non-qualified deferred
income plans and any other extraordinary compensation, but including employee
contributions made to the UtiliCorp United Inc. Savings Plan and the flexible
spending arrangement maintained by the Company.
Benefits payable from the Retirement Plan are limited by provisions of the
Internal Revenue Code. The Company maintains an unfunded Supplemental Retirement
Plan to provide for the payment of retirement benefits calculated in accordance
with the Retirement Plan which would otherwise be limited by the provisions of
the Internal Revenue Code.
The years of credited service for each officer named in the Cash
Compensation Table is as follows: Mr. Richard C. Green, Jr., 15 years; Mr.
Robert K. Green, 5 years; Mr. Howell, 5 years; Mr. Muncaster, 8 years and Mr.
Winn, 3 years. The benefits payable to Mr. Baker will be $34,974 per year, which
is reduced by the lump sum payment made to him in 1991.
The following table sets forth the estimated annual benefits payable to
persons in specified remuneration and service classifications assuming
retirement in 1994 at age 62 under the Retirement Plan and the unfunded
Supplemental Retirement Plan:
<TABLE>
<CAPTION>
YEARS OF PENSION SERVICE
FINAL AVERAGE ----------------------------------------------------------------------
COMPENSATION 15 20 25 30 35 40
- - ------------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
$ 150,000 $ 32,472 $ 44,646 $ 56,820 $ 68,994 $ 72,369 $ 75,744
200,000 $ 43,872 $ 60,296 $ 76,720 $ 93,144 $ 97,644 $ 102,144
250,000 $ 55,272 $ 75,946 $ 96,620 $ 117,294 $ 122,919 $ 128,544
300,000 $ 66,672 $ 91,596 $ 116,520 $ 141,444 $ 148,194 $ 154,944
350,000 $ 78,072 $ 107,246 $ 136,420 $ 165,594 $ 173,469 $ 181,344
400,000 $ 89,472 $ 122,896 $ 156,320 $ 189,744 $ 198,744 $ 207,744
450,000 $ 100,872 $ 138,546 $ 176,220 $ 213,894 $ 224,019 $ 234,144
500,000 $ 112,272 $ 154,196 $ 196,120 $ 238,044 $ 249,294 $ 260,544
550,000 $ 123,672 $ 169,846 $ 216,020 $ 262,194 $ 274,569 $ 286,944
</TABLE>
In addition, the Company and Mr. Muncaster have entered into a supplemental
retirement agreement which provides pension benefits based upon service with his
previous employer. Such agreement credits Mr. Muncaster with 19.5 years of
additional service. The Company and Mr. Muncaster have entered into a consulting
agreement under which Mr. Muncaster has been retained by the Company for one
year commencing January 1, 1994 with a monthly payment of $9,600 with work
performed each month invoiced at $300 per hour up to $115,200. All work
performed in excess of the $115,200 retained shall be billed at the rate of $200
per hour. In addition to the above, the Company has agreed to furnish Mr.
Muncaster a payment of $1,200 per month for one year to lease a fully-equipped
office. The Company further agreed to provide health care coverage to Mr.
Muncaster to March 1, 1995. Mr. Muncaster will consult on various corporate
relations projects for the Company.
These benefits are applicable to employees retiring after December 31, 1993
at age 62 and have been computed on the basis of a straight-life annuity.
11
<PAGE>
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*
UTILICORP UNITED INC., WILSHIRE UTILITY INDEX & S&P 500 INDEX
UNIT VALUES FOR UTILICORP STOCK
<TABLE>
<CAPTION>
S&P 500 WILSHIRE
PERIOD ENDING TOTAL FUND INDEX UTILITY
- - ----------------------------------------------------------------------- ----------- ----------- -----------
<S> <C> <C> <C>
12/88.................................................................. 100.00 100.00 100.00
03/89.................................................................. 95.20 107.09 106.00
06/89.................................................................. 101.68 116.54 120.06
09/89.................................................................. 105.59 129.02 132.58
12/89.................................................................. 122.76 131.69 143.48
03/90.................................................................. 188.52 127.72 132.43
06/90.................................................................. 113.37 135.76 131.41
09/90.................................................................. 106.79 117.10 120.10
12/90.................................................................. 122.28 127.60 130.88
03/91.................................................................. 139.69 146.13 138.41
06/91.................................................................. 156.61 145.80 135.93
09/91.................................................................. 162.06 153.59 146.51
12/91.................................................................. 181.98 166.47 157.99
03/92.................................................................. 171.65 162.27 148.82
06/92.................................................................. 155.20 165.35 157.04
09/92.................................................................. 181.70 170.57 165.40
12/92.................................................................. 186.79 179.15 176.86
03/93.................................................................. 198.89 186.98 184.86
06/93.................................................................. 202.54 187.88 193.37
09/93.................................................................. 221.97 192.74 203.28
12/93.................................................................. 226.41 197.20 191.96
</TABLE>
*Assumes that the value of the investment in UtiliCorp United Inc. stock and
each index was $100 on January 1, 1988 and that all dividends were reinvested.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
On May 5, 1992, UtiliCorp United Inc. dismissed Price Waterhouse as its
independent accountants and named Arthur Andersen & Co. as its new independent
accountants as of May 5, 1992. The Registrant's Audit Committee and Board of
Directors approved the decision to change independent accountants.
The reports of Price Waterhouse on the financial statements for the fiscal
years ended December 31, 1990 and 1991 contained no adverse opinion or
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit or scope or accounting principle.
In connection with its audits for the fiscal years ended December 31, 1990
and 1991 and through May 5, 1992, there were no disagreements with Price
Waterhouse on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements if not
resolved to the satisfaction of Price Waterhouse would have caused them to make
reference thereto in their report on the financial statements for such years.
During the fiscal years ended December 31, 1990 and 1991 and through May 5,
1992, there were no reportable events (as defined in Regulation S-K Item
304(a)(1)(v)).
Representatives of Arthur Andersen & Co. are expected to be present at the
annual meeting and will have the opportunity to make a statement, if they desire
to do so, and to respond to appropriate questions.
The Audit Committee of the Board of Directors will make its recommendations
with respect to retention of an independent public accounting firm for the year
1994 at the annual meeting of the Board of Directors.
12
<PAGE>
OTHER BUSINESS
Management does not know of any matters to be presented at the meeting other
than those specifically referred to in the Notice of Meeting. However, if any
other matters shall properly come before the meeting, it is the intention of the
persons named in the proxy to vote it in accordance with their judgment.
PROPOSALS OF SECURITY HOLDERS
Proposals of security holders intended to be presented at the next annual
meeting scheduled for May 3, 1995, must be received by the Company no later than
November 11, 1994, in order to be considered for inclusion in the proxy
statement and form of proxy relating to that meeting. It is anticipated that the
proxy statement and form of proxy relating to that meeting will be mailed to
stockholders on or before March 15, 1995.
SOLICITATION OF PROXIES
The Company will bear the cost of solicitation of proxies, which will be
principally conducted by the use of the mails; however, certain officers,
employees and friends of the Company may also solicit by telephone, telegram or
personal interview and the Company may reimburse brokerage firms and others for
their expenses in forwarding soliciting material to the beneficial owners. The
Company has retained Morrow & Co. to assist in the solicitation of proxies from
brokers, nominees, fiduciaries and other custodians at a fee of $7,500, plus
reimbursement of out-of-pocket expenses.
PROPOSAL 1
ELECTION OF DIRECTORS
Three Directors of the Company are to be elected, in "Class C," to hold
office for three years. The following persons have been designated as nominees
for the office: Richard C. Green, Jr., Avis G. Tucker and L. Patton Kline. It is
the intention of the persons named in the enclosed proxy to vote such proxy for
the election of the said nominees unless otherwise specified.
UTILICORP UNITED INC.
RICHARD C. GREEN, JR.
CHAIRMAN OF THE BOARD
AND PRESIDENT
Dated: March 11, 1994
Kansas City, Missouri
13
<PAGE>
/X/ PLEASE MARK YOUR / 4941
VOTES AS IN THIS
EXAMPLE.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED BY
YOU. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ELECTION OF
DIRECTORS. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH
OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
The Board of Directors recommends a vote FOR Proposal 1.
<TABLE>
<S> <C> <C> <C>
FOR WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES
1. Election of / / / / To withhold authority to vote for any Nominees for election of Directors:
Directors. individual nominee, write that nominee's Richard C. Green, Jr.,
(except as name in the space provided below. L. Patton Kline,
withheld below) Avis G. Tucker
</TABLE>
----------------------------------------
/ / Please check this box if you have written
comments on the reverse side.
NOTE: PLEASE SIGN EXACTLY AS NAME APPEARS ON
THIS FORM. JOINT OWNERS SHOULD EACH SIGN. WHEN
SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS
SUCH.
------------------------------------------------
------------------------------------------------
SIGNATURE(S) DATE
- - -------------------------------------------------------------------------------
Triangle FOLD AND DETACH HERE Triangle
YOUR VOTE IS IMPORTANT TO US!
PLEASE FOLLOW THESE STEPS TO ENSURE THAT YOUR PROXY IS PROPERLY
EXECUTED AND RETURNED IN TIME TO BE COUNTED:
1. MARK YOUR VOTE IN ONE OF THE TWO BOXES ABOVE YOUR NAME AND ADDRESS
(SEE "1. ELECTION OF DIRECTORS"). IF YOU WISH TO WITHHOLD AUTHORITY TO VOTE
FOR ANY INDIVIDUAL NOMINEE, WRITE THE NAME OF EACH SUCH NOMINEE ON THE LINES
PROVIDED.
2. SIGN AT RIGHT IN THE SPACE PROVIDED, EXACTLY AS YOUR NAME APPEARS ON THE
FORM. JOINT OWNERS SHOULD EACH SIGN. ALSO ENTER THE DATE.
3. CHECK THE BOX ABOVE YOUR SIGNATURE IF YOU ARE ADDING COMMENTS ON THE OTHER
SIDE.
4. TEAR OFF AT PERFORATION AND MAIL THE COMPLETED CARD WITH SIGNATURE(S) IN
THE ENCLOSED REPLY ENVELOPE TO:
UTILICORP UNITED INC.
P.O. BOX 8621
EDISON, NJ 08818-9128
<PAGE>
UTILICORP UNITED INC. PROXY/VOTING INSTRUCTION CARD
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY FOR THE
ANNUAL MEETING ON MAY 4, 1994. The undersigned hereby constitutes and appoints
Robert K. Green, Robert F. Jackson, Jr. and Don R. Armacost and each of them,
true and lawful agents and proxies with full power of substitution in each, to
represent and to vote, as designated below, all of the shares of common stock
of UtiliCorp United Inc. held on record by the undersigned on March 5, 1994,
at the Annual Meeting of Stockholders to be held at Bartle Hall's Grand Hall,
Kansas City Convention Center, 301 West 13th Street, Kansas City, Missouri on
Wednesday, May 4, 1994, at 10:00 a.m. (Kansas City time) and at any
adjournments thereof, on all matters coming before said meeting. IF NO
DIRECTION AS TO THE MANNER OF VOTING THE PROXY IS MADE, THE PROXY WILL BE
VOTED FOR THE ELECTION OF DIRECTORS.
COMMENTS
- - -------------------------------------------------------------------------------
- - -------------------------------------------------------------------------------
- - -------------------------------------------------------------------------------
- - -------------------------------------------------------------------------------
(if you have written in the above space, please mark the corresponding box on
the reverse side of this card)
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES
(SEE REVERSE SIDE) BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN
ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. HOWEVER, THE PROXY
COMMITTEE CANNOT VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD.
-------------------------
Triangle FOLD AND DETACH HERE Triangle
