<PAGE>
Rule no. 424(b)(2)
Registration No. 33-49803
PROSPECTUS SUPPLEMENT
- ---------------------
(TO PROSPECTUS DATED AUGUST 3, 1993)
$100,000,000
LOGO UtiliCorp United
8.45% SENIOR NOTES DUE 1999
----------------
Interest on the 8.45% Senior Notes Due 1999 (the "Senior Notes") is payable
on May 15 and November 15 of each year, commencing May 15, 1995. The Senior
Notes will mature on November 15, 1999 and will not be redeemable prior to
maturity.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT
OR THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC(1) DISCOUNT(2) COMPANY(1)(3)
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Senior Note......................... 99.959% 0.500% 99.459%
- --------------------------------------------------------------------------------
Total................................... $99,959,000 $500,000 $99,459,000
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(1) Plus accrued interest, if any, from November 15, 1994 to the date of
delivery.
(2) The Company has agreed to indemnify the Underwriters against or make
contributions relating to certain liabilities, including liabilities under
the Securities Act of 1933, as amended.
(3) Before deduction of estimated expenses of $230,000 payable by the Company.
----------------
The Senior Notes are offered severally by the Underwriters, subject to prior
sale, when, as and if issued to and accepted by the Underwriters, and subject
to approval of certain legal matters by counsel for the Underwriters and
certain other conditions. The Underwriters reserve the right to withdraw,
cancel or modify such offer and to reject orders in whole or in part. It is
expected that delivery of the Senior Notes will be made on or about November
15, 1994 in New York, New York against payment therefor in immediately
available funds.
----------------
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
GOLDMAN, SACHS & CO.
SMITH BARNEY INC.
----------------
The date of this Prospectus Supplement is November 7, 1994.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVERALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SENIOR NOTES
OFFERED HEREBY AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
DESCRIPTION OF SENIOR NOTES
The following description of the particular terms of the Senior Notes
offered hereby supplements, and to the extent inconsistent therewith replaces,
the description of the general terms and provisions of Senior Notes set forth
in the Prospectus.
GENERAL
The Senior Notes will be issued under an Indenture, dated as of November 1,
1990, as supplemented by a Sixth Supplemental Indenture, dated as of November
1, 1994, between UtiliCorp United Inc. (the "Company" or "UtiliCorp") and The
First National Bank of Chicago, as Trustee, and will be limited to
$100,000,000 aggregate principal amount. The Senior Notes will be direct,
unsecured obligations of the Company and rank without preference or priority
among themselves and pari passu with all existing and future unsecured and
unsubordinated indebtedness of the Company. The Senior Notes will mature on
November 15, 1999.
The Senior Notes will bear interest from November 15, 1994 at the rate per
annum set forth on the cover page of this Prospectus Supplement, payable on
May 15 and November 15 of each year, commencing May 15, 1995, to the person in
whose name the Senior Note was registered at the close of business on the
preceding May 1 and November 1, respectively, subject to certain exceptions.
REDEMPTION
The Senior Notes will not be redeemable prior to maturity.
LIMITATION ON ISSUANCE OF MORTGAGE BONDS
The Company has agreed not to issue any Mortgage Bonds under its General
Mortgage Indenture and Deed of Trust, dated September 15, 1988, between the
Company and Commerce Bank of Kansas City, N.A., as Trustee (the "General
Mortgage"), without directly securing the Senior Notes equally and ratably
with the Mortgage Bonds and all other obligations and indebtedness secured
under the General Mortgage. As of the date hereof, there are no Mortgage Bonds
outstanding.
USE OF PROCEEDS
The net proceeds to be received by the Company from the sale of the Senior
Notes offered hereby will be used to reduce short-term debt previously
incurred for construction and acquisitions and for general corporate purposes.
At October 31, 1994, the Company had outstanding short-term debt (excluding
current maturities of long-term debt) of $196.1 million with a weighted
average interest rate of 5.22%.
RECENT DEVELOPMENTS
RECENT OPERATING RESULTS
On October 27, 1994, the Company announced financial results for the third
quarter of 1994. For the three months ended September 30, 1994, net income was
$14.5 million compared to $11.0 million for the same period of 1993. Primary
earnings per share was $.31 versus $.22 in the third quarter of 1993. Revenues
were $315.1 million compared to $330.1 million in the third quarter of 1993.
S-2
<PAGE>
For the nine months ended September 30, 1994, net income was $60.8 million
compared to $53.1 million for the same period of 1993. Primary earnings per
share was $1.32 versus $1.18 for the first nine months of 1993. Revenues were
$1,124.0 million compared to $1,140.4 million in the first nine months of
1993.
RATIO OF EARNINGS TO FIXED CHARGES
For the twelve month period ended September 30, 1994 and the last five
fiscal years, the ratios of earnings to fixed charges of the Company, computed
as set forth below, were as follows:
<TABLE>
<CAPTION>
TWELVE MONTHS ENDED YEARS ENDED DECEMBER 31
SEPTEMBER 30, 1994 ------------------------
------------------- 1993 1992 1991 1990 1989
<S> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed
Charges.......................... 2.02 1.99 1.73 2.27 2.02 2.20
</TABLE>
The ratio of earnings to fixed charges represents the number of times fixed
charges are covered by earnings. For purposes of computing this ratio,
earnings consist of income before income taxes, plus fixed charges. Fixed
charges consist of interest expense (before allowance for borrowed funds used
for construction), amortization of debt issuance costs and such portion of
rental expense which the Company estimates to be representative of the
interest factor attributable to such rental expense.
UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting Agreement
and the Pricing Agreement relating to the Senior Notes, each dated November 7,
1994, the Company has agreed to sell to the several Underwriters named below
(the "Underwriters"), and the several Underwriters have agreed to purchase,
the principal amounts of the Senior Notes set forth opposite their names
below:
<TABLE>
<CAPTION>
PRINCIPAL
UNDERWRITER AMOUNT
----------- ------------
<S> <C>
Donaldson, Lufkin & Jenrette Securities Corporation............... $ 33,333,334
Goldman, Sachs & Co. ............................................. 33,333,333
Smith Barney Inc.................................................. 33,333,333
------------
Total........................................................... $100,000,000
============
</TABLE>
The Underwriters have advised the Company that they propose initially to
offer the Senior Notes to the public at the public offering price set forth on
the cover page of this Prospectus Supplement, and to certain dealers at such
price less a concession not in excess of 0.300% of the initial public offering
price of the Senior Notes. The Underwriters may allow, and such dealers may
reallow, a discount not in excess of 0.125% of the initial public offering
price of the Senior Notes to certain other dealers. After the initial public
offering, the public offering price, concession and discount may be changed.
The Company has agreed to indemnify the Underwriters against or make
contributions relating to certain liabilities, including liabilities under the
Securities Act of 1933, as amended.
The Senior Notes will not be listed on any securities exchange, and there
can be no assurance that there will be a secondary market for the Senior
Notes. From time to time, the Underwriters may make a market in the Senior
Notes; however, at this time no determination has been made as to whether the
Underwriters will make a market in the Senior Notes.
S-3
<PAGE>
EXPERTS
The 1993 and 1992 financial statements and schedules of the Company
incorporated in this Prospectus Supplement by reference to the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1993, have
been audited by Arthur Andersen & Co., independent public accountants, as
indicated in their report with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in accounting and auditing
in giving said reports.
The 1991 audited financial statements of the Company incorporated in this
Prospectus Supplement by reference to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1993, have been so incorporated in
reliance on the report of Price Waterhouse LLP, independent accountants, given
on the authority of said firm as experts in auditing and accounting.
S-4
<PAGE>
PROSPECTUS
UTILICORP UNITED INC.
SENIOR NOTES
----------------
UtiliCorp United Inc. (the "Company" or "UtiliCorp") may offer from time to
time up to $100,000,000 aggregate principal amount of its unsecured senior
notes (the "Securities") on terms to be determined at the time of offering.
The specific designation, aggregate principal amount, maturity, rate and times
of payment of interest, if any, redemption and sinking fund terms, if any,
other specific terms and any listing on a securities exchange of each series
of the Securities in respect of which this Prospectus is being delivered will
be set forth in a Prospectus Supplement (the "Prospectus Supplement"),
together with the terms of offering of the Securities. The terms will be
established by negotiation or by competitive bid.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURI-
TIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
----------------
The Company may sell the Securities in any of the following ways: (i)
through underwriters or dealers; (ii) directly to a limited number of
purchasers or to a single purchaser; or (iii) through agents. The names of any
such underwriter or agents and any applicable commissions or discounts will be
set forth in an accompanying Prospectus Supplement. Pricing information and
net proceeds to the Company from the sale of each series of Securities will
also be set forth in such Prospectus Supplement. See "Plan of Distribution"
herein.
----------------
The date of this Prospectus is August 3, 1993.
<PAGE>
NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER,
DEALER OR AGENT. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OFFERED HEREBY TO ANY PERSON IN
ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION
TO SUCH PERSON. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE
HEREOF.
----------------
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the Office of
the Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549,
and at the following Regional Offices of the Commission: 7 World Trade Center,
New York, New York 10048 and 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such material may be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, at prescribed rates. Such reports, proxy statements and other
information may also be inspected at the offices of the New York Stock
Exchange, 20 Broad Street, New York, New York 10005, and the Pacific Stock
Exchange, 301 Pine Street, San Francisco, California 94104.
----------------
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission pursuant to
the Exchange Act are incorporated in this Prospectus by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1992, as amended by Form 8, dated March 11, 1993;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1993; and
(c) The Company's Current Reports on Form 8-K dated February 4, 1993,
February 25, 1993 and March 22, 1993.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of this offering shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of filing
such documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be modified or superseded, for
purposes of this Prospectus, to the extent that a statement contained herein
or in any subsequently filed document which is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus has been delivered, on the written or oral
request of any such person, a copy of any or all of the documents referred to
above which have been or may be incorporated in this Prospectus by reference,
other than exhibits to such documents unless such exhibits are specifically
incorporated by reference into such documents. Such requests should be
directed to Mr. Dale J. Wolf, Vice President, Finance, Treasurer and Corporate
Secretary, UtiliCorp United Inc., 911 Main, P.O. Box 13287, Kansas City,
Missouri 64199-3287, telephone number (816) 421-6600.
2
<PAGE>
THE COMPANY
UtiliCorp is a public utility company which supplies electric and gas
utility service through its seven operating divisions, Missouri Public
Service, Peoples Natural Gas, Kansas Public Service, Northern Minnesota
Utilities, Michigan Gas Utilities, West Virginia Power and WestPlains Energy,
and a Canadian subsidiary, West Kootenay Power, Ltd. The Company also has two
non-regulated subsidiaries, Aquila Energy Corporation and UtilCo Group Inc.,
which own utility and energy related assets and engage in energy related
businesses. The Company has its Executive Offices at 911 Main, P. O. Box
13287, Kansas City, Missouri 64199-3287, telephone number (816) 421-6600.
The businesses of the Company are seasonal, with electric revenues peaking
in the summer and gas revenues peaking in the winter.
The Company is actively seeking expansion through the prudent acquisition of
utility and other energy related properties, including electric and gas
operating utilities, interests in electric generating assets, natural gas
gathering systems and proven reserves.
USE OF PROCEEDS
The net proceeds to be received by the Company from the sale of the
Securities offered hereby will be used to refinance existing higher coupon
debt, to reduce outstanding short-term debt previously incurred for
construction and acquisitions and for general corporate purposes. At June 30,
1993, the Company had outstanding short-term borrowings (excluding current
maturities of long-term debt) of $21.5 million with a weighted average
interest rate of 3.51%.
As discussed under "The Company", UtiliCorp is actively seeking to make
acquisitions of utility and other energy related properties. Such
acquisitions, if made, may require additional permanent financings. The nature
and amount of such financings will depend on, among other things, market
conditions at the time of the financings.
RATIO OF EARNINGS TO FIXED CHARGES
For the twelve-month period ended March 31, 1993, and for the last five
fiscal years, the ratios of earnings to fixed charges of the Company, computed
as set forth below, were as follows:
<TABLE>
<CAPTION>
TWELVE MONTHS ENDED YEARS ENDED DECEMBER 31,
MARCH 31, 1993 ------------------------
------------------- 1992 1991 1990 1989 1988
<S> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed
Charges.......................... 1.83 1.73 2.27 2.02 2.20 2.33
</TABLE>
The ratio of earnings to fixed charges represents the number of times fixed
charges are covered by earnings. For purposes of computing this ratio,
earnings consist of income before income taxes, plus fixed charges. Fixed
charges consist of interest expense (before allowance for borrowed funds used
for construction), amortization of debt issuance costs and such portion of
rental expense which the Company estimates to be representative of the
interest factor attributable to such rental expense.
DESCRIPTION OF SECURITIES
The following description of the terms of the Securities sets forth certain
general terms and provisions. The particular terms of the Securities offered
by any Prospectus Supplement (the "Offered Securities") will be described
therein. The Securities will be issued under an Indenture, dated as of
November 1, 1990, as
3
<PAGE>
supplemented (the "Indenture"), between the Company and The First National
Bank of Chicago, as Trustee (the "Trustee"), a copy of which is filed as an
exhibit to the Registration Statement. The following summaries of certain
provisions of the Indenture do not purport to be complete and are subject to,
and are qualified in their entirety by reference to, all the provisions of the
Indenture, including the definitions therein of certain terms. Wherever
particular sections or defined terms of the Indenture are referred to or used
herein, such sections or defined terms shall be incorporated herein by
reference as part of the statements made.
GENERAL
The Indenture does not limit the aggregate principal amount of the
Securities or of any particular series of Securities which may be issued
thereunder. The Indenture provides that Securities may be issued from time to
time in one or more series. (Section 301). The Securities will be unsecured
obligations of the Company and will rank on a parity with all other unsecured
and unsubordinated indebtedness of the Company.
Reference is made to the Prospectus Supplement relating to the particular
series of Securities offered thereby for the following terms or additional
provisions of the Offered Securities: (1) the title of the Offered Securities;
(2) any limit on the aggregate principal amount of the Offered Securities; (3)
the price (expressed as a percentage of the aggregate principal amount
thereof) at which the Offered Securities will be issued; (4) the date or dates
on which the Offered Securities will mature; (5) the rate or rates (which may
be fixed or variable) per annum at which the Offered Securities will bear
interest, if any; (6) the date from which such interest, if any, on the
Offered Securities will accrue, the dates on which such interest, if any, will
be payable, the date on which payment of such interest, if any, will commence,
the record dates for any interest payment dates and the person, if different
than the registered holder as of the record date, to whom any interest shall
be payable; (7) the dates, if any, on which and the price or prices at which
the Offered Securities will, pursuant to any mandatory sinking fund
provisions, or may, pursuant to any optional sinking fund provisions, be
redeemed by the Company, and the other detailed terms and provisions of such
sinking funds; (8) the date, if any, after which and the price or prices at
which the Offered Securities may, pursuant to any optional redemption
provisions, be redeemed at the option of the Company or of the Holder thereof
and the other detailed terms and provisions of such optional redemptions; (9)
any additional restrictive covenants included solely for the benefit of the
Offered Securities; (10) any additional Events of Default provided solely with
respect to the Offered Securities; (11) the currency or currencies in which
the principal of (and premium, if any) and interest, if any, on the Offered
Securities will be payable; (12) the index, if any, with reference to which
the amount of principal of (and premium, if any) or interest, if any, on the
Offered Securities will be determined; (13) whether a Global Security is to be
issued with respect to the Offered Securities, the name of the Depository for
such Global Security and the terms, if any, upon which interests in the Global
Security may be exchanged for definitive Offered Securities; and (14) any
additional terms of the Offered Securities.
Unless otherwise provided in the Prospectus Supplement relating thereto,
principal of (and premium, if any) and interest, if any, on the Securities
will be payable, and the transfer or exchange of the Securities will be
registrable, at the office or agency maintained by the Company for that
purpose in New York, New York, provided that, at the option of the Company
interest may be paid by check mailed to the address of the Person entitled
thereto as it appears on the Security Register. (Sections 301, 305 and 1002).
Unless otherwise indicated in the Prospectus Supplement relating thereto,
the Securities will be issued only in registered form without coupons and in
denominations of $1,000 and integral multiples thereof. (Section 302). No
service charge will be made for any registration of transfer or exchange of
the Securities, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
(Section 305).
Securities may be issued as Original Issue Discount Securities to be sold at
a substantial discount below their principal amount. Special Federal income
tax, accounting and other considerations applicable thereto will be described
in the Prospectus Supplement relating thereto. "Original Issue Discount
Security" means any security which provides for the declaration of
acceleration of the maturity of an amount less than the principal amount
thereof upon the occurrence and continuance of an Event of Default. (Section
101).
4
<PAGE>
EVENTS OF DEFAULT
An Event of Default is defined in the Indenture, with respect to Securities
of any series, as: (a) a default in the payment of principal of (or premium,
if any, on) any Security at its Maturity; (b) a default in the payment of any
interest on any Security when due, continued for 30 days; (c) a default in the
payment of any sinking fund instalment, when and as due; (d) failure by the
Company for 60 days after due notice in performance of any other of the
covenants or warranties in the Indenture (other than a covenant or warranty
included in the Indenture solely for the benefit of a series of Securities
other than that series); (e) a default under any indebtedness for money
borrowed by the Company resulting in such indebtedness in an aggregate
principal amount exceeding $5,000,000 becoming due prior to maturity, without
such acceleration having been rescinded within 10 days after due notice of
such default as provided in the Indenture; (f) certain events of bankruptcy,
insolvency or reorganization of the Company; and (g) any other Event of
Default provided with respect to Securities of that series. (Section 501).
The Indenture provides that, if any Event of Default with respect to
Securities of any series at the time Outstanding occurs and is continuing,
either the Trustee or the Holders of not less than 25% in principal amount of
the Outstanding Securities of that series may, by notice as provided in the
Indenture, declare the principal amount (or, if the Securities of that series
are Original Issue Discount Securities, such portion of the principal amount
as may be specified in the terms of that series) of all Securities of that
series to be due and payable immediately, but upon certain conditions such
declaration may be annulled and past defaults (except, unless theretofore
cured, a default in payment of principal of (or premium, if any) or interest,
if any, on the Securities of that series and certain other specified defaults)
may be waived by the Holders of a majority in principal amount of the
Outstanding Securities of that series on behalf of the Holders of all
Securities of that series. (Sections 502 and 513).
Reference is made to the Prospectus Supplement relating to each series of
Offered Securities which are Original Issue Discount Securities for the
particular provisions relating to acceleration of the Maturity of a portion of
the principal amount of such Original Issue Discount Securities upon the
occurrence of an Event of Default and the continuation thereof.
The Indenture provides that the Trustee will, within 90 days after the
occurrence of a default with respect to Securities of any series at the time
Outstanding, give to the Holders of the Outstanding Securities of that series
notice of such default known to it if uncured or not waived, provided, that,
except in the case of default in the payment of principal of (or premium, if
any) or interest, if any, on any Security of that series, or in the payment of
any sinking fund instalment which is provided, the Trustee will be protected
in withholding such notice if the Trustee in good faith determines that the
withholding of such notice is in the interest of the Holders of the
Outstanding Securities of such series; and, provided further, that such notice
shall not be given until 30 days after the occurrence of a default with
respect to Outstanding Securities of any series in the performance of a
covenant in the Indenture other than for the payment of the principal of (or
premium, if any) or interest, if any, on any Security of such series or the
deposit of any sinking fund instalment with respect to the Securities of such
series. The term default with respect to any series of Outstanding Securities
for the purpose only of this provision means the happening of any of the
Events of Default specified in the Indenture and relating to such series of
Outstanding Securities, excluding any grace periods and irrespective of any
notice requirements. (Section 602).
The Indenture contains a provision entitling the Trustee, subject to the
duty of the Trustee during default to act with the required standard of care,
to be indemnified by the Holders of any series of Outstanding Securities
before proceeding to exercise any right or power under the Indenture at the
request of the Holders of such series of Securities. (Section 603). The
Indenture provides that the Holders of a majority in principal amount of
Outstanding Securities of any series may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or other power conferred on the Trustee, provided that
the Trustee may decline to act if such direction is contrary to law or the
Indenture. (Section 512).
The Indenture includes a covenant that the Company will file annually with
the Trustee a certificate of no default, or specifying any default that
exists. (Section 1007).
5
<PAGE>
DEFEASANCE
The Indenture provides that the Company, at its option, (a) will be
discharged from any and all obligations with respect to the Securities (except
for certain obligations which include registering the transfer or exchange of
the Securities, replacing stolen, lost or mutilated Securities, maintaining
paying agencies and holding monies for payment in trust) or (b) need not
comply with certain restrictive covenants of the Indenture, upon the deposit
with the Trustee (and in the case of a discharge, 91 days after such deposit),
in trust, of money, or U.S. Government Obligations, or a combination thereof,
which through the payment of interest thereon and principal thereof in
accordance with their terms will provide money, in an amount sufficient to pay
all the principal of and interest on the Securities on the date such payments
are due in accordance with the terms of the Securities to their stated
maturities or to and including a redemption date which has been irrevocably
designated by the Company for redemption of the Securities. To exercise any
such option, the Company is required to meet certain conditions, including
delivering to the Trustee an opinion of counsel to the effect that the deposit
and related defeasance would not cause the Holders of the Securities to
recognize income, gain or loss for federal income tax purposes. (Sections 403
and 1008).
MODIFICATION OF THE INDENTURE
The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the Holders of not less than 66-2/3% in principal amount
of each series of Outstanding Securities affected thereby (voting as a class),
to execute supplemental indentures adding any provisions to or changing or
eliminating any of the provisions of the Indenture or modifying the rights of
the Holders of Outstanding Securities of such series, except that no such
supplemental indenture may (a) change the Stated Maturity of any Security, (b)
reduce the principal amount of, or the rate of interest or any premium on, any
Security, (c) change the place or currency of payment on any Security, (d)
impair the right to institute suit for the enforcement of any payment on or
after the Stated Maturity thereof, (e) reduce the above-stated percentage of
Outstanding Securities necessary to modify or amend the Indenture, or (f)
reduce the percentage of aggregate principal amount of Outstanding Securities
necessary for waiver of compliance with certain provisions of the Indenture or
for the waiver of certain covenants and defaults. (Section 902).
CONSOLIDATION, MERGER AND SALE OF ASSETS
The Indenture contains a provision permitting the Company, without the
consent of the Holders of any of the Outstanding Securities under the
Indenture, to consolidate with or merge into any other corporation or transfer
or lease its assets substantially as an entirety to any Person or to acquire
or lease the assets of any Person substantially as an entirety or to permit
any corporation to merge into the Company, provided that: (i) the successor is
a corporation organized under the laws of any domestic jurisdiction; (ii) the
successor corporation, if other than the Company, assumes the Company's
obligations on the Securities and under the Indenture; and (iii) after giving
effect to the transaction, no Event of Default, and no event which, after
notice or lapse of time, would become an Event of Default, shall have occurred
and be continuing. (Section 801).
Unless otherwise indicated in the Prospectus Supplement, certain of the
covenants described above would not necessarily afford the Holders protection
in the event of a highly leveraged transaction involving the Company, such as
a leveraged buyout. However, issuance of debt securities by the Company
require regulatory approval.
OUTSTANDING SECURITIES
The Indenture provides that, in determining whether the Holders of the
requisite principal amount of Outstanding Securities have given any request,
demand, authorization, direction, notice, consent or waiver under the
Indenture, (i) the portion of the principal amount of an Original Issue
Discount Security that shall be deemed to be Outstanding for such purposes
shall be that portion of the principal amount thereof that could be declared
to be due and payable upon the occurrence of an Event of Default and the
continuation thereof pursuant to the terms of such Original Issue Discount
Security as of the date of such determination, and (ii) Securities owned by
the Company or any of its Affiliates shall not be deemed to be Outstanding.
(Section 101).
6
<PAGE>
REGARDING THE TRUSTEE
The Company has a bank line of credit with the Trustee and maintains
depository and other banking relationships with the Trustee.
PLAN OF DISTRIBUTION
The Company may sell the Securities in any of the following ways: (i)
through underwriters or dealers; (ii) directly to a limited number of
purchasers or to a single purchaser; or (iii) through agents. The Prospectus
Supplement with respect to the series of Securities being offered thereby will
set forth the terms of the offering of such Securities, including the name or
names of any underwriters, the purchase price of such Securities and the
proceeds to the Company from such sale, any underwriting discounts and other
items constituting underwriters' compensation, any initial public offering
price and any discounts or concessions allowed or reallowed or paid to dealers
and any securities exchanges on which such Securities may be listed.
If underwriters are used in the sale of a series of Securities, such
Securities will be acquired by the underwriters for their own account and may
be resold from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. The Securities may be either offered to the public
through underwriting syndicates (which may be represented by managing
underwriters designated by the Company), or directly by one or more
underwriters acting alone. Unless otherwise set forth in the Prospectus
Supplement, the obligations of the underwriters to purchase the Securities of
the series offered thereby will be subject to certain conditions precedent,
and the underwriters will be obligated to purchase all such Securities if any
are purchased. Any initial public offering price and any discounts or
concessions allowed or reallowed or paid to dealers may be changed from time
to time.
Securities may be sold directly by the Company or through agents designated
by the Company from time to time. The Prospectus Supplement with respect to
any series of Securities sold in this manner will set forth the name of any
agent involved in the offer or sale of such series of Securities as well as
any commissions payable by the Company to such agent. Unless otherwise
indicated in the Prospectus Supplement, any such agent is acting on a best
efforts basis for the period of its appointment.
If dealers are utilized in the sale of any series of Securities, the Company
will sell such Securities to the dealers, as principal. Any dealer may then
resell such Securities to the public at varying prices to be determined by
such dealer at the time of resale. The name of any dealer and the terms of the
transaction will be set forth in the Prospectus Supplement with respect to the
Securities being offered thereby.
It has not been determined whether any series of the Securities will be
listed on a securities exchange. Underwriters intend to, but will not be
obligated to, make a market in any series of Securities. The Company cannot
predict the activity of trading in, or liquidity of, any series of the
Securities.
Agents, underwriters and dealers may be entitled, under agreements entered
into with the Company, to indemnification by the Company against certain civil
liabilities, including liabilities under the Securities Act of 1933, as
amended, or to contribution with respect to payments which the agents,
underwriters or dealers may be required to make in respect thereof. Agents,
underwriters and dealers may be customers of, engage in transactions with, or
perform services for the Company in the ordinary course of business.
LEGAL OPINIONS
The legality of the Securities will be passed upon for the Company by
Blackwell Sanders Matheny Weary & Lombardi, Two Pershing Square, 2300 Main
Street, Kansas City, Missouri 64108, and for the underwriter(s), purchaser(s)
or agent(s) by Milbank, Tweed, Hadley & McCloy, 1 Chase Manhattan Plaza, New
York, New York 10005. Milbank, Tweed, Hadley & McCloy from time to time
provides legal services to the Company.
7
<PAGE>
EXPERTS
The 1992 financial statements and schedules of the Company incorporated in
this Prospectus by reference to the Company's Annual Report on Form 10-K as
amended by Form 8 dated March 11, 1993, have been audited by Arthur Andersen &
Co., independent public accountants, as indicated in their report with respect
thereto, and are included herein in reliance upon the authority of said firm
as experts in accounting and auditing in giving said reports.
The audited financial statements for the years ended December 31, 1991 and
1990, incorporated in this Prospectus by reference to the Annual Report on
Form 10-K for the year ended December 31, 1992 as amended by Form 8, dated
March 11, 1993, have been so incorporated in reliance on the report of Price
Waterhouse, independent accountants, given on the authority of said firm as
experts in auditing and accounting.
8
<PAGE>
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NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS IN
CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE UNDERWRITERS.
NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS NOR ANY
SALE MADE HEREUNDER AND THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
THE DATE HEREOF. THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT
CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH
SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING
SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT
IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
<S> <C>
Description of Senior Notes................................................ S-2
Use of Proceeds............................................................ S-2
Recent Developments........................................................ S-2
Ratio of Earnings to Fixed Charges......................................... S-3
Underwriting............................................................... S-3
Experts.................................................................... S-4
PROSPECTUS
Available Information...................................................... 2
Incorporation of Certain Documents by
Reference................................................................. 2
The Company................................................................ 3
Use of Proceeds............................................................ 3
Ratio of Earnings to Fixed Charges......................................... 3
Description of Securities.................................................. 3
Plan of Distribution....................................................... 7
Legal Opinions............................................................. 7
Experts.................................................................... 8
</TABLE>
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$100,000,000
UTILICORP UNITED INC.
8.45% SENIOR NOTES DUE 1999
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PROSPECTUS SUPPLEMENT
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DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
GOLDMAN, SACHS & CO.
SMITH BARNEY INC.
November 7, 1994
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