<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 26, 1995
REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
<TABLE>
<S> <C>
UTILICORP CAPITAL L.P. UTILICORP UNITED INC.
(Exact name of Registrant as specified (Exact name of Registrant as specified
in its charter) in its charter)
DELAWARE DELAWARE
(State or other jurisdiction of (State or other jurisdiction of
incorporation or organization) incorporation or organization)
43-1711107 44-0541877
(I.R.S. Employee Identification No.) (I.R.S. Employer Identification No.)
C/O RICHARD C. GREEN, JR. RICHARD C. GREEN, JR.
UTILICORP UNITED INC. UTILICORP UNITED INC.
911 MAIN, KANSAS CITY, MISSOURI 64105 911 MAIN, KANSAS CITY, MISSOURI 64105
816-421-6600 816-421-6600
(Name, address, including zip code, and (Name, address, including zip code, and
telephone number, including area code, telephone number, including area code,
of Registrant's principal executive of Registrant's principal executive
offices and agent for service) offices and agent for service)
</TABLE>
--------------------------
COPIES OF CORRESPONDENCE TO:
DENNIS P. WILBERT, ESQ. ROBERT W. MULLEN, JR., ESQ.
BLACKWELL SANDERS MATHENY MILBANK, TWEED, HADLEY & MCCLOY
WEARY & LOMBARDI L.C. 1 CHASE MANHATTAN PLAZA
TWO PERSHING SQUARE NEW YORK, NEW YORK 10005
2300 MAIN STREET
KANSAS CITY, MISSOURI 64108
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the Registration Statement becomes effective.
--------------------------
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SUPPLEMENT SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY
SUCH STATE.
<PAGE>
SUBJECT TO COMPLETION, DATED MAY 26, 1995
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED _______ 1995
PREFERRED SECURITIES
UTILICORP CAPITAL
% CUMULATIVE MONTHLY INCOME PREFERRED SECURITIES, SERIES A (MIPS-SM-*)
(LIQUIDATION PREFERENCE $25 PER PREFERRED SECURITY)
GUARANTEED TO THE EXTENT THE ISSUER HAS FUNDS AS SET FORTH HEREIN BY
UTILICORP UNITED INC.
-----------------------------
The % Cumulative Monthly Income Preferred Securities, Series A (the
"Series A Preferred Securities"), representing the limited partner interests
offered hereby are being issued by UtiliCorp Capital L.P., a limited partnership
formed under the laws of the State of Delaware ("UtiliCorp Capital"). UtiliCorp
United Inc., a Delaware corporation, ("UtiliCorp") is the general partner in
UtiliCorp Capital. UtiliCorp Capital exists for the sole purpose of issuing its
partnership interests and investing the proceeds thereof in debt securities of
UtiliCorp and, to a limited extent, in certain specified investments. The
limited partner interests represented by the Series A Preferred Securities will
have a preference with respect to cash distributions and amounts payable on
liquidation over the general partner's interest in UtiliCorp Capital.
Holders of the Series A Preferred Securities will be entitled to receive
cumulative cash distributions at an annual rate of % of the liquidation
preference of $25 per Series A Preferred Security, accruing from the date of
original issuance and payable monthly in arrears on the last day of each
calendar month of each year, commencing June 30, 1995 ("dividends"). The payment
of dividends, out of moneys held by UtiliCorp Capital, and payments on
liquidation of UtiliCorp Capital or the redemption of Series A Preferred
Securities, as set forth below, are guaranteed by UtiliCorp to the extent
described herein and in the accompanying Prospectus (the "Guarantee"). See
"Description of the Guarantee" in the accompanying Prospectus. If UtiliCorp
fails to make interest payments on its debt securities purchased by UtiliCorp
Capital, UtiliCorp Capital will have insufficient funds to pay dividends on the
Series A Preferred Securities. The Guarantee does not cover payment of dividends
when UtiliCorp Capital does not have sufficient funds to pay such dividends. In
such event, the remedy of a holder of Series A Preferred Securities is to
enforce the rights of UtiliCorp Capital under the debt securities purchased by
UtiliCorp Capital from UtiliCorp.
The Series A Preferred Securities are redeemable at the option of UtiliCorp
Capital, in whole or in part, from time to time, on or after June __, 2000, at
$25 per Series A Preferred Security plus accrued and unpaid dividends thereon to
the date fixed for redemption (the "Redemption Price"). See "Description of the
Series A Preferred Securities -- Optional Redemption".
In addition, upon the occurrence of certain special events arising from a
change in law or a change in legal interpretation, the Series A Preferred
Securities are redeemable in whole at the Redemption Price at the option of
UtiliCorp, in its capacity as the general partner of UtiliCorp Capital (the
"General Partner"), or the General Partner may dissolve UtiliCorp Capital and
cause to be distributed to the holders of the Series A Preferred Securities, on
a pro rata basis, % Junior Subordinated Deferrable Interest Debentures,
Series A of UtiliCorp (the "Series A Junior Subordinated Debentures"), having
the terms described herein, in lieu of any cash distribution. If the Series A
Junior Subordinated Debentures are distributed to the holders of the Series A
Preferred Securities, UtiliCorp will use its best efforts to have the Series A
Junior Subordinated Debentures listed on the New York Stock Exchange or on such
other exchange as the Series A Preferred Securities are then listed. The
obligations of UtiliCorp under the Series A Junior Subordinated Debentures are
subordinated and junior in right of payment to Senior Indebtedness (as defined
in the accompanying Prospectus) of UtiliCorp. At March 31, 1995, Senior
Indebtedness of UtiliCorp aggregated approximately $1,239.7 million. Senior
Indebtedness includes only indebtedness of UtiliCorp on an unconsolidated basis.
See "Description of the Series A Preferred Securities -- Special Event
Redemption or Distribution" and "Description of the Series A Junior Subordinated
Debentures".
In the event of the dissolution of UtiliCorp Capital, the holders of the
Series A Preferred Securities will be entitled to receive for each Series A
Preferred Security a liquidation preference of $25 plus accrued and unpaid
dividends thereon to the date of payment, subject to certain limitations,
unless, in connection with such dissolution, Series A Junior Subordinated
Debentures are distributed to the holders of the Series A Preferred Securities.
See "Description of the Series A Preferred Securities -- Liquidation
Distribution Upon Dissolution".
UtiliCorp may defer interest payments on the Series A Junior Subordinated
Debentures for up to 60 months and, as a consequence, dividends on the Series A
Preferred Securities would be deferred during any such interest deferral period.
-----------------------------
SEE "INVESTMENT CONSIDERATIONS" FOR CERTAIN INFORMATION RELEVANT TO AN
INVESTMENT IN THE SERIES A PREFERRED SECURITIES, INCLUDING THE PERIOD AND
CIRCUMSTANCES DURING AND UNDER WHICH PAYMENTS ON THE SERIES A PREFERRED
SECURITIES AND THE SERIES A JUNIOR SUBORDINATED DEBENTURES MAY BE DEFERRED AND
THE RELATED FEDERAL INCOME TAX CONSEQUENCES.
-----------------------------
Application will be made to list the Series A Preferred Securities on the
New York Stock Exchange.
-----------------------------
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 TO WHICH IT
RELATES.
ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
-----------------------------
<TABLE>
<CAPTION>
INITIAL PUBLIC UNDERWRITING PROCEEDS TO
OFFERING PRICE (1) COMMISSION (2) UTILICORP CAPITAL (3)(4)
--------------------- --------------------- ------------------------
<S> <C> <C> <C>
Per Series A Preferred Security.............. $ (3) $
Total........................................ $ (3) $
<FN>
- -----------------
(1) Plus accrued dividends, if any, from the date of original issuance.
(2) UtiliCorp Capital and UtiliCorp have agreed to indemnify the several
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933, as amended. See "Underwriting".
(3) In view of the fact that the proceeds of the sale of the Series A
Preferred Securities will ultimately be invested in Series A Junior
Subordinated Debentures, the Underwriting Agreement provides that
UtiliCorp will pay to the Underwriters, as compensation ("Underwriters'
Compensation") for their arranging the investment therein of such
proceeds, $ per Series A Preferred Security (or $ in the
aggregate); provided, that such compensation will be $ per Series
A Preferred Security sold to certain institutions. Therefore, to the
extent that Series A Preferred Securities are sold to such institutions,
the actual amount of Underwriters' Compensation will be less than the
amount specified in the preceding sentence. See "Underwriting".
(4) Expenses of the offering which are payable by UtiliCorp are estimated to
be $ .
</TABLE>
-----------------------------
The Series A Preferred Securities offered hereby are offered severally by
the Underwriters, as specified herein, and subject to receipt and acceptance by
them and subject to their right to reject any order in whole or in part. It is
expected that delivery of the Series A Preferred Securities will be made only in
book-entry form through the facilities of The Depository Trust Company on or
about June __, 1995.
- -----------------
*MIPS is a servicemark of Goldman, Sachs & Co.
-----------------------------
GOLDMAN, SACHS & CO. SMITH BARNEY INC.
DEAN WITTER REYNOLDS INC.
PAINEWEBBER INCORPORATED
-----------------
The date of this Prospectus Supplement is ____ __, 1995.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SECURITIES
OFFERED HEREBY AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE, IN THE
OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.
--------------------
S-2
<PAGE>
UTILICORP CAPITAL
UtiliCorp Capital is a limited partnership which was formed under the
Delaware Revised Uniform Limited Partnership Act (the "Partnership Act") by
filing a certificate of limited partnership with the Delaware Secretary of State
on May 3, 1995. The initial partners in UtiliCorp Capital are UtiliCorp, as
general partner, and UCU Finance Corp., a Delaware corporation and a
wholly-owned subsidiary of UtiliCorp ("UCU Finance"), as limited partner. Upon
the issuance of the Series A Preferred Securities, which securities represent
limited partner interests in UtiliCorp Capital, UCU Finance will remain as a
limited partner, but will have no interest in the profits and dividends or in
the assets of UtiliCorp Capital. The General Partner will agree to contribute
capital to the extent required to maintain its capital at an amount equal to at
least 3% of the total capital contributions to UtiliCorp Capital. UtiliCorp and
UCU Finance entered into an agreement of limited partnership dated as of May 1,
1995. Such agreement of limited partnership will be amended and restated in its
entirety (as so amended and restated, the "Limited Partnership Agreement")
substantially in the form filed as an exhibit to the Registration Statement of
which this Prospectus Supplement and the accompanying Prospectus form a part.
UtiliCorp Capital is managed by the General Partner and exists for the sole
purpose of issuing its partnership interests and investing the proceeds from the
issuance of limited partner interests in UtiliCorp Capital in junior
subordinated debentures of UtiliCorp ("Junior Subordinated Debentures") or other
similar debt instruments of UtiliCorp and investing the proceeds of the capital
contribution of the General Partner in debt securities of UtiliCorp or U.S.
Government Obligations (as defined in the Limited Partnership Agreement) with
maturities no greater than, and having a ranking not subordinate to, the Junior
Subordinated Debentures or such other similar debt instruments of UtiliCorp to
which such capital contribution relates. The rights of the holders of the Series
A Preferred Securities, including economic rights, rights to information and
voting rights, are set forth in the Limited Partnership Agreement and the
Partnership Act. See "Description of the Series A Preferred Securities".
UTILICORP UNITED INC.
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 through a
Canadian subsidiary, West Kootenay Power, Ltd. UtiliCorp also holds a 33%
interest through a majority-owned subsidiary in a New Zealand electric
distribution company. The Company 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 utility businesses of UtiliCorp are seasonal, with electric revenues
peaking in the summer and gas revenues peaking in the winter.
UtiliCorp 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.
S-3
<PAGE>
INVESTMENT CONSIDERATIONS
Prospective purchasers of Series A Preferred Securities should carefully
review the information contained elsewhere in this Prospectus Supplement and in
the accompanying Prospectus and should particularly consider the following
matters:
SUBORDINATION OF GUARANTEE AND SERIES A JUNIOR SUBORDINATED
DEBENTURES. UtiliCorp's obligations under the Guarantee are subordinate and
junior in right of payment to all other liabilities of UtiliCorp. The
obligations of UtiliCorp under the Series A Junior Subordinated Debentures
described under "Description of the Series A Junior Subordinated Debentures" are
subordinate and junior in right of payment to Senior Indebtedness of UtiliCorp.
At March 31, 1995, Senior Indebtedness of UtiliCorp aggregated approximately
$1,239.7 million. Senior Indebtedness includes only indebtedness of UtiliCorp on
an unconsolidated basis. There are no terms in the Series A Preferred
Securities, the Series A Junior Subordinated Debentures or the Guarantee that
limit UtiliCorp's ability to incur additional indebtedness, including
indebtedness that ranks senior to the Series A Junior Subordinated Debentures
and the Guarantee. See "Description of the Guarantee -- Status of the Guarantee"
and "Description of the Junior Subordinated Debentures -- Subordination" in the
accompanying Prospectus.
OPTION TO EXTEND INTEREST PAYMENT PERIOD. UtiliCorp has the right under the
Indenture to extend the interest payment period from time to time on the Series
A Junior Subordinated Debentures to a period not exceeding 60 consecutive
months, and, as a consequence, monthly dividends on the Series A Preferred
Securities would be deferred (but would continue to accrue with interest
thereon) by UtiliCorp Capital during any such extended interest payment period.
In the event that UtiliCorp exercises this right, UtiliCorp may not declare or
pay dividends on, or redeem, purchase or acquire, any of its capital stock.
Prior to the termination of any such extension period, UtiliCorp may further
extend the interest payment period, provided that such extension period together
with all such previous and further extensions thereof may not exceed 60
consecutive months. Upon the termination of any extension period and the payment
of all amounts then due, UtiliCorp may select a new extension period, subject to
the above requirements. UtiliCorp Capital and UtiliCorp believe that the
extension of a payment period on the Series A Junior Subordinated Debentures is
unlikely. See "Description of the Series A Preferred Securities -- Dividends"
and "Description of the Series A Junior Subordinated Debentures -- Option to
Extend Interest Payment Period".
Should an extended interest payment period occur, UtiliCorp Capital will
continue to accrue income for United States federal income tax purposes which
will be allocated, but not distributed, to holders of record of Series A
Preferred Securities. As a result, such a holder will include such interest in
gross income for United States federal income tax purposes in advance of the
receipt of cash, and will not receive the cash from UtiliCorp Capital related to
such income if such a holder disposes of his or her Series A Preferred
Securities prior to the record date for payment of dividends. See "United States
Taxation -- Potential Extension of Interest Payment Period".
SPECIAL EVENT REDEMPTION OR DISTRIBUTION. Upon the occurrence of a Special
Event (as defined herein), the General Partner will elect to either (i) redeem
the Series A Preferred Securities in whole or (ii) dissolve UtiliCorp Capital
and cause Series A Junior Subordinated Debentures to be distributed to the
holders of the Series A Preferred Securities in connection with the liquidation
of UtiliCorp Capital. The Series A Junior Subordinated Debentures will initially
be issued at face value as a Global Security (as defined herein) and will be
unlimited in aggregate principal amount. In the case of a Tax Event (as defined
herein), the General Partner may also elect to cause the Series A Preferred
Securities to remain outstanding. See "Description of the Series A Preferred
Securities -- Special Event Redemption or Distribution" and "Description of the
Series A Junior Subordinated Debentures -- General".
Under current United States federal income tax law, such a distribution
would not be a taxable event to holders of the Series A Preferred Securities.
Under a change in law, a change in legal interpretation or the other
circumstances giving rise to a Special Event, however, the dissolution could be
a taxable event to holders of the Series A Preferred Securities. In the judgment
of special tax counsel to UtiliCorp and UtiliCorp Capital, the series of events
which would result in the recognition of taxable gain by holders of
S-4
<PAGE>
the Series A Preferred Securities, by reason of a dissolution of UtiliCorp
Capital in response to a Special Event, is unlikely to occur. There can be no
assurance in this regard, however. See "United States Taxation -- Receipt of
Series A Junior Subordinated Debentures Upon Liquidation of UtiliCorp Capital".
REPLACEMENT OF UTILICORP CAPITAL WITH A TRUST. Subject to certain
conditions, UtiliCorp has the right to replace UtiliCorp Capital with a trust as
the issuing vehicle. In the event such replacement is made, investors' rights in
the successor securities will remain materially unchanged; however, investors
will receive for tax reporting purposes a Form-1099 instead of a Form K-1. It is
expected that the Series A Preferred Securities or the successor securities will
be listed as an equity security on the New York Stock Exchange irrespective of
whether the replacement is made. Accordingly, the Series A Preferred Securities
or the successor securities are expected to trade "flat"; thus, purchasers will
not pay and sellers will not receive any accrued and unpaid interest on the
Series A Preferred Securities or the successor securities that is not included
in the trading price. However, if the replacement is made, for United States
Federal income tax purposes, interest on the successor securities will be
included in income as it accrues (regardless of the method of accounting
otherwise used), rather than when it is allocated or paid. See "Description of
the Series A Preferred Securities -- Merger, Consolidation or Amalgamation of
UtiliCorp Capital", "United States Taxation -- Income from Series A Preferred
Securities" and "United States Taxation -- Potential Extension of Interest
Payment Period".
RECENT DEVELOPMENTS
REGULATORY MATTERS. On March 29, 1995, the Federal Energy Regulatory
Commission (the "FERC") issued a Notice of Proposed Rulemaking on Open
Transmission Access (the "Open Access NOPR"). The Open Access NOPR sets forth
the FERC's proposal to encourage greater competition in the wholesale electric
power market by requiring all public utilities subject to the FERC's
jurisdiction, such as UtiliCorp, to provide transmission service to themselves
and to third parties on comparable terms.
The proposed FERC rule requires, among other things, that utilities subject
to FERC jurisdiction (i) file tariffs under which they will provide transmission
service to third parties, (ii) offer transmission service to eligible customers
comparable to the service that they provide to themselves and (iii) take service
under the tariffs for their own wholesale sales and purchases of electric
energy. If the rules proposed in the Open Access NOPR were to become effective,
their implementation would result in extensive, although not unexpected, changes
in electric power markets. While UtiliCorp continues to study the Open Access
NOPR rules, UtiliCorp cannot accurately predict the exact nature of such rules,
the time at which such rules will become effective, nor the ultimate impact such
rules will have on UtiliCorp. UtiliCorp has been openly in favor of an orderly
transition to competitive electric markets.
ACQUISITIONS. On May 19, 1995, UtiliCorp's UtilCo Group subsidiary
purchased for approximately $59 million a 50 percent ownership interest in a
partnership which owns and operates a chemical recovery and cogeneration
facility. The cogeneration facility, which began operations in March 1993,
supplies James River Corporation's Naheola pulp and paper mill in Pennington,
Alabama, with all of its black liquor solids processing, steam and compressed
air needs, as well as approximately 60 percent of the mill's electricity needs.
S-5
<PAGE>
SUMMARY FINANCIAL AND OPERATING INFORMATION OF UTILICORP
The selected data presented below under the captions "Income Statement Data"
for each of the years in the three-year period ended December 31, 1994 and
"Balance Sheet Data" as of the end of each of such years has been derived from
the books, records and the consolidated financial statements of UtiliCorp, which
have been audited by Arthur Andersen LLP, independent public accountants. The
selected data presented below under the captions "Income Statement Data" for
each of the years in the two-year period ended December 31, 1991 and "Balance
Sheet Data" as of the end of each of such years has been derived from the books,
records and the consolidated financial statements of UtiliCorp, which have been
audited by predecessor, independent public accountants. The selected data
presented below as of and for each of the three month periods ended March 31,
1995 and 1994 has been derived from the books, records and the consolidated
financial statements of UtiliCorp, which have not been audited. The consolidated
financial statements as of December 31, 1994, 1993 and 1992, and for each of the
years in the three-year period ended December 31, 1994, and the independent
auditors' report thereon, and the consolidated financial statements as of and
for each of the three month periods ended March 31, 1995 and 1994, have been
incorporated by reference herein. See "Incorporation of Certain Documents by
Reference" in the accompanying Prospectus. This financial information should be
read in conjunction with such consolidated financial statements and notes
thereto.
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
----------------------------------------------------------
1994 1993 1992 1991 1990
---------- ---------- ---------- ---------- ----------
(IN MILLIONS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Revenues........................................... $ 1,514.6 $ 1,571.6 $ 1,298.9 $ 1,075.2 $ 883.5
Income from Operations(1)(3)....................... 230.5 152.2 169.0 196.0 134.6
Net Income(2)...................................... 94.4 86.4 52.9 77.6 50.4
Earnings Available for Common Shares(5)............ 91.4 79.5 46.0 69.8 42.5
Primary Earnings per Common Share(5)............... 2.08 1.95 1.32 2.37 1.77
Fully Diluted Earnings per Common Share............ 2.06 1.92 1.31 2.27 1.72
Cash Dividends Paid per Common Share............... 1.70 1.62 1.60 1.54 1.46
BALANCE SHEET DATA:
Total Assets(4).................................... $ 3,111.1 $ 2,850.5 $ 2,552.8 $ 2,387.3 $ 1,823.2
Short-Term Debt (including Current Maturities)..... 321.2 71.8 236.8 114.5 60.4
Long-Term Debt..................................... 976.9 1,009.7 890.8 928.1 667.6
Preference and Preferred Stock(5).................. 25.4 83.9 95.1 97.1 97.2
Common Shareholders' Equity........................ 906.8 851.7 661.1 660.7 477.5
</TABLE>
S-6
<PAGE>
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
---------------------
1995 1994
---------- ---------
(UNAUDITED)
<S> <C> <C>
INCOME STATEMENT DATA:
Revenues................................................................................... $ 463.8 $ 497.3
Income from Operations..................................................................... 82.3 83.6
Net Income................................................................................. 32.2 39.0
Earnings Available for Common Shares....................................................... 31.7 37.4
Primary Earnings per Common Share.......................................................... .71 .88
Fully Diluted Earnings per Common Share.................................................... .70 .85
Cash Dividends Paid per Common Share....................................................... .43 .42
BALANCE SHEET DATA:
Total Assets............................................................................... $ 3,174.8
Short-Term Debt (including Current Maturities)............................................. 361.9
Long-Term Debt............................................................................. 977.8
Preference and Preferred Stock............................................................. 25.4
Common Shareholders' Equity................................................................ 923.3
<FN>
- ------------
(1) In 1993, UtiliCorp recorded a $69.8 million restructuring charge relating
to the disposal of selected gas sales contracts, impairment of certain
offshore assets and other restructuring costs.
(2) In 1993, Aquila Gas Pipeline Corporation ("AGP"), an indirect subsidiary of
the Company, completed an initial public offering and sale of 5.4 million
shares of common stock. This transaction resulted in a non-taxable gain of
$47.8 million.
(3) In 1992, the Company recognized a $17.7 million charge related to improper
payments made by former employees of Aquila Energy Resources.
(4) In September 1991, the Company acquired the electric utility properties of
Centel Corporation for approximately $235.2 million including liabilities
assumed. Also in September 1991, the Company exercised its option to
purchase the remaining 51% partnership interest in a gas transmission and
gathering network in which the Company previously owned a 49% interest.
These assets now primarily comprise AGP.
(5) In 1994, 2.8 million shares of $1.775 Series Cumulative Convertible
Preference Stock were converted into approximately 2.7 million shares of
common stock. The remaining shares (approximately 0.1 million) were
redeemed on May 26, 1994 at a price of $21.60 per share.
</TABLE>
S-7
<PAGE>
CAPITALIZATION OF UTILICORP
The following table sets forth the consolidated short-term obligations and
capitalization of UtiliCorp as of March 31, 1995, and as adjusted to reflect the
application of the estimated net proceeds from the sale of the Series A
Preferred Securities. See "Use of Proceeds".
<TABLE>
<CAPTION>
MARCH 31, 1995
-------------------------
ACTUAL AS ADJUSTED
---------- -------------
(IN MILLIONS)
<S> <C> <C>
Short-term Obligations, including Current Maturities................................... $ 361.9 $
Preference and Preferred Stock......................................................... 25.4 25.4
Company-Obligated Mandatorily Redeemable Preferred Securities of Partnership (1)....... -- 100.0
Long-Term Debt......................................................................... 977.8 977.8
Common Shareholders' Equity:
Common Stock......................................................................... 44.9 44.9
Premium on Capital Stock............................................................. 776.7 776.7
Retained Earnings.................................................................... 118.7 118.7
Treasury Stock....................................................................... (2.3) (2.3)
Currency Translation Adjustment...................................................... (14.7) (14.7)
---------- -------------
Total Shareholders' Equity......................................................... 923.3 923.3
---------- -------------
Total Capitalization (excluding Short-Term Obligations)............................ $ 1,926.5 $
- ------------
(1) As described herein, the assets of UtiliCorp Capital will consist of
$100,000,000 in Junior Subordinated Debentures of UtiliCorp which will
constitute approximately 97% of the total assets of UtiliCorp Capital.
</TABLE>
USE OF PROCEEDS
The proceeds from the sale of the Series A Preferred Securities will be
invested in the Series A Junior Subordinated Debentures issued pursuant to the
Indenture described herein, and ultimately will be used by UtiliCorp to reduce
outstanding short-term debt previously incurred for construction and
acquisitions and for general corporate purposes. At March 31, 1995, the Company
had outstanding short-term borrowings (excluding current maturities of long-term
debt) of $229.4 million with a weighted average interest rate of 6.58%.
As discussed under "UtiliCorp United Inc." in the accompanying Prospectus,
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.
DESCRIPTION OF THE SERIES A PREFERRED SECURITIES
GENERAL
All of the partnership interests in UtiliCorp Capital, other than the Series
A Preferred Securities offered hereby, are owned directly or indirectly by
UtiliCorp. The Limited Partnership Agreement authorizes and creates the Series A
Preferred Securities, which represent limited partner interests in UtiliCorp
Capital (the "Preferred Securities"). Preferred Securities may be issued from
time to time in one or more series as described in the accompanying Prospectus.
The limited partner interests represented by the Series A Preferred Securities
will have a preference with respect to dividends and amounts payable on
liquidation over the General Partner's interest in UtiliCorp Capital. The
Limited Partnership Agreement does not permit the issuance of any Preferred
Securities ranking, as to participation in profits and dividends and in the
assets of UtiliCorp Capital, senior or junior to the Series A Preferred
Securities or the incurrence of any indebtedness by UtiliCorp Capital. The
summary of certain terms and provisions of the Series A Preferred Securities set
forth below does not purport to be complete and is subject to, and qualified in
its entirety by reference to, the Limited Partnership Agreement and the
Partnership Act.
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DIVIDENDS
The dividends payable on each Series A Preferred Security will be fixed at a
rate per annum of % of the stated liquidation preference of $25 per
Preferred Security. Dividends in arrears for more than one month will bear
interest thereon at the rate per annum of % thereof. The term "dividends"
as used herein includes any such interest payable unless otherwise stated. The
amount of dividends payable for any period will be computed on the basis of a
360-day year of twelve 30-day months.
Dividends on the Series A Preferred Securities will be cumulative, will
accrue from the date of initial issuance and will be payable monthly in arrears,
on the last day of each calendar month of each year, commencing June 30, 1995,
when, as and if available and determined to be so payable by UtiliCorp, as the
General Partner, except as otherwise described below. UtiliCorp has the right
under the Indenture to extend the interest payment period from time to time on
the Series A Junior Subordinated Debentures to a period not exceeding 60
consecutive months, and, as a consequence, monthly dividends on the Series A
Preferred Securities would be deferred (but would continue to accrue with
interest) by UtiliCorp Capital during any such extended interest payment period.
In the event that UtiliCorp exercises this right, UtiliCorp may not declare or
pay dividends on, or redeem, purchase or acquire, any of its capital stock.
Prior to the termination of any such extension period, UtiliCorp may further
extend the interest payment period, provided that such extension period together
with all such previous and further extensions thereof may not exceed 60
consecutive months. Upon the termination of any extension period and the payment
of all amounts then due, UtiliCorp may select a new extension period, subject to
the above requirements. See "Description of the Series A Junior Subordinated
Debentures -- Interest" and "-- Option to Extend Interest Payment Period".
Dividends on the Series A Preferred Securities must be paid on the dates
payable to the extent that UtiliCorp Capital has (i) funds legally available for
the payment of such dividends and (ii) cash on hand sufficient to permit such
payments. It is anticipated that UtiliCorp Capital's earnings available for
distribution to the holders of Series A Preferred Securities will be limited to
payments under the Series A Junior Subordinated Debentures in which UtiliCorp
Capital will invest the proceeds from the issuance and sale of the Series A
Preferred Securities and to earnings, if any, on any notes or other evidences of
indebtedness issued by UtiliCorp and held by UtiliCorp Capital to evidence any
borrowing by UtiliCorp from UtiliCorp Capital of an amount up to the amount of
UtiliCorp's capital contribution to UtiliCorp Capital. See "Description of the
Series A Junior Subordinated Debentures". The payment of dividends, out of
moneys held by UtiliCorp Capital, are guaranteed by UtiliCorp as set forth under
"Description of the Guarantee" in the accompanying Prospectus.
Dividends on the Series A Preferred Securities will be payable to the
holders thereof as they appear on the books and records of UtiliCorp Capital on
the relevant record dates, which, as long as the Series A Preferred Securities
remain in book-entry-only form, will be one Business Day (as defined below)
prior to the relevant payment dates. Subject to any applicable laws and
regulations and the provisions of the Limited Partnership Agreement, each such
payment will be made as described under "Book-Entry-Only Issuance -- The
Depository Trust Company" below. In the event the Series A Preferred Securities
shall not continue to remain in book-entry-only form, the General Partner shall
have the right to select relevant record dates which shall be more than one
Business Day prior to the relevant payment dates. In the event that any date on
which dividends are payable on the Series A Preferred Securities is not a
Business Day, then payment of the dividend payable on such date will be made on
the next succeeding day which is a Business Day (and without any interest or
other payment in respect of any such delay) except that, if such Business Day is
in the next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day, in each case with the same force and effect
as if made on such date. A "Business Day" shall mean any day other than a day on
which banking institutions in The City of New York are authorized or required by
law to close.
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CERTAIN RESTRICTIONS ON UTILICORP CAPITAL
If dividends have not been paid in full on the Series A Preferred
Securities, UtiliCorp Capital shall not:
(i) pay, or set aside for payment, any dividends on any other series of
Preferred Securities, unless the amount of any dividends declared on any
other series of Preferred Securities is paid on such other series of
Preferred Securities and the Series A Preferred Securities on a pro rata
basis on the date such dividends are paid on such other series of Preferred
Securities, so that
(x) the aggregate amount of dividends paid on the Series A Preferred
Securities bears to the aggregate amount of dividends paid on such other
series of Preferred Securities the same ratio as
(y) the aggregate of all accrued and unpaid dividends in respect of
the Series A Preferred Securities bears to the aggregate of all accrued
and unpaid dividends in respect of such other series of Preferred
Securities; or
(ii) redeem, purchase or otherwise acquire any other Preferred
Securities;
until, in each case, such time as all accrued and unpaid dividends on the Series
A Preferred Securities shall have been paid in full for all dividend periods
terminating on or prior to, in the case of clause (i), such payment and, in the
case of clause (ii), the date of such redemption, purchase or acquisition.
As of the date of this Prospectus Supplement, there are no series of
Preferred Securities outstanding.
OPTIONAL REDEMPTION
The Series A Preferred Securities are redeemable, at the option of UtiliCorp
Capital, in whole or in part, from time to time, on or after June __, 2000, upon
not less than 30 nor more than 60 days' notice, at the Redemption Price. In the
event that fewer than all the outstanding Series A Preferred Securities are to
be so redeemed, the Series A Preferred Securities to be redeemed will be
selected as described under "Book-Entry-Only Issuance -- The Depository Trust
Company" below. If a partial redemption would result in the delisting of the
Series A Preferred Securities, UtiliCorp Capital may only redeem the Series A
Preferred Securities in whole.
SPECIAL EVENT REDEMPTION OR DISTRIBUTION
If a Tax Event or an Investment Company Event (each, as defined below, and,
each, a "Special Event") shall occur and be continuing, the General Partner
shall elect to either (i) redeem the Series A Preferred Securities in whole (and
not in part), upon not less than 30 or more than 60 days' notice at the
Redemption Price within 90 days following the occurrence of such Special Event;
provided, that, if at the time there is available to the General Partner the
opportunity to eliminate, within such 90 day period, the Special Event by taking
some ministerial action, such as filing a form or making an election, or
pursuing some other similar reasonable measure, which has no adverse effect on
UtiliCorp Capital or UtiliCorp, the General Partner will pursue such measure in
lieu of redemption, or (ii) dissolve UtiliCorp Capital and after satisfaction of
creditors as required by the Partnership Act, cause the Series A Junior
Subordinated Debentures to be distributed to the holders of the Series A
Preferred Securities in liquidation of UtiliCorp Capital, within 90 days
following the occurrence of such Special Event. In the case of a Tax Event, the
General Partner may also elect to cause the Series A Preferred Securities to
remain outstanding.
"Tax Event" means that the General Partner shall have obtained an opinion of
nationally recognized independent tax counsel experienced in such matters to the
effect that, as a result of (a) any amendment to, or change (including any
announced prospective change) in, the laws (or any regulations thereunder) of
the United States or any political subdivision or taxing authority thereof or
therein, (b) any amendment to or change in an interpretation or application of
such laws or regulations by any legislative body, court, governmental agency or
regulatory authority (including the enactment of any legislation and the
publication of any judicial decision or regulatory determination on or after
such date) or (c) any interpretation or pronouncement that provides for a
position with respect to such laws or regulations that
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differs from the generally accepted position on June __, 1995, which amendment
or change is effective or such interpretation or pronouncement is announced on
or after June __, 1995, there is more than an insubstantial risk that (i)
UtiliCorp Capital is subject to federal income tax with respect to interest
received on the Series A Junior Subordinated Debentures, (ii) interest payable
to UtiliCorp Capital on the Series A Junior Subordinated Debentures will not be
deductible for federal income tax purposes or (iii) UtiliCorp Capital is subject
to more than a DE MINIMIS amount of other taxes, duties or other governmental
changes.
"Investment Company Event" means the occurrence of a change in law or
regulation or a written change in interpretation or application of law or
regulation by any legislative body, court, governmental agency or regulatory
authority (a "Change in 1940 Act Law") to the effect that UtiliCorp Capital is
or will be considered an "investment company" which is required to be registered
under the Investment Company Act of 1940, as amended (the "1940 Act"), which
Change in 1940 Act Law becomes effective on or after June __, 1995; provided,
that no Investment Company Event shall be deemed to have occurred if the General
Partner obtains a written opinion of nationally recognized independent counsel
experienced in practice under the 1940 Act to the effect that the General
Partner has successfully issued an additional or supplemental irrevocable and
unconditional guarantee (x) of accrued and unpaid dividends (whether or not
determined to be paid out of moneys legally available therefor) on the Series A
Preferred Securities and (y) of the full amount of the Liquidation Distribution
(as hereinafter defined) on the Series A Preferred Securities upon a liquidation
of UtiliCorp Capital (regardless of the amount of assets of UtiliCorp Capital
otherwise available for distribution in such liquidation) to avoid such Change
in 1940 Act Law so that in the opinion of such counsel, notwithstanding such
Change in 1940 Act Law, UtiliCorp Capital is not required to be registered as an
"investment company" within the meaning of the 1940 Act.
After the date fixed for any distribution of Series A Junior Subordinated
Debentures, upon dissolution of UtiliCorp Capital, (i) the Series A Preferred
Securities will no longer be deemed to be outstanding, (ii) The Depository Trust
Company (the "Depository" or "DTC") or its nominee, as the record holder of the
Series A Preferred Securities, will receive a registered global certificate or
certificates representing the Series A Junior Subordinated Debentures to be
delivered upon such distribution and (iii) any certificates representing Series
A Preferred Securities not held by DTC or its nominee will be deemed to
represent Series A Junior Subordinated Debentures having a principal amount
equal to the aggregate of the stated liquidation preference of, and accrued and
unpaid dividends on, such Series A Preferred Securities until such certificates
are presented to UtiliCorp or its agent for transfer or reissuance.
MANDATORY REDEMPTION
Upon the repayment of the Series A Junior Subordinated Debentures at
maturity (or any new Junior Subordinated Debentures replacing the Series A
Junior Subordinated Debentures as contemplated by the following sentence), the
proceeds from such repayment will be applied to redeem the Series A Preferred
Securities, in whole, upon not less than 30 nor more than 60 days' notice, at
the Redemption Price. Notwithstanding the foregoing, the Series A Preferred
Securities will not be redeemed if (i) in lieu of repaying the Series A Junior
Subordinated Debentures when due, UtiliCorp is permitted by UtiliCorp Capital to
exchange such Series A Junior Subordinated Debentures for new Junior
Subordinated Debentures or (ii) UtiliCorp repays such Series A Junior
Subordinated Debentures when due but is permitted by UtiliCorp Capital to
reborrow the proceeds from such repayment which reborrowing will be evidenced by
new Junior Subordinated Debentures; PROVIDED, that UtiliCorp Capital will only
permit UtiliCorp to so exchange the Series A Junior Subordinated Debentures for
new Junior Subordinated Debentures or reborrow the proceeds from the repayment
thereof if UtiliCorp Capital owns all of such Series A Junior Subordinated
Debentures and the following conditions are satisfied (which satisfaction, in
the case of clauses (f) through (j), shall be determined in the judgment of the
General Partner and UtiliCorp Capital's financial advisor, selected by the
General Partner and who shall not be affiliated with the General Partner and
shall be among the 30 largest investment banking firms, measured by total
capital, in the United States at the time): (a) UtiliCorp is not bankrupt,
insolvent or in liquidation, (b) UtiliCorp is not in default in the payment of
any interest or principal under any of the Junior Subordinated
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Debentures, (c) UtiliCorp has made timely payments on all Series A Junior
Subordinated Debentures being exchanged or repaid for the immediately preceding
24 months (and has not elected to extend any interest payment period for such
Series A Junior Subordinated Debentures during such 24 month period), (d) such
new loan will mature no later than the 49th anniversary of the date of the
initial issuance of the Series A Junior Subordinated Debentures, (e) UtiliCorp
Capital is not in arrears on payments of dividends on any Preferred Securities,
(f) UtiliCorp is expected to be able to make timely payment of principal and
interest on such new loan, (g) such new loan is being made on terms, and under
circumstances, that are consistent with those which a lender would then require
for a loan to an unrelated party, (h) such new loan is being made at a rate of
interest sufficient to provide payments equal to or greater than the amount of
dividend payments required on the Series A Preferred Securities, (i) such new
loan is being made for a term that is consistent with market circumstances and
UtiliCorp's financial condition and (j) immediately prior to the making of such
new loan, the senior unsecured long-term debt of UtiliCorp is (or if no such
debt is outstanding, would be) rated not less than BBB- (or the equivalent) by
Standard & Poor's Corporation or Baa3 (or the equivalent) by Moody's Investors
Service, Inc. and the subordinated unsecured long-term debt of UtiliCorp (or, if
more than one issue of such subordinated debt is outstanding, the most junior of
such issues) is (or if no such debt is outstanding, would be) rated not less
than BBB- (or the equivalent) by Standard & Poor's Corporation and Baa3 by
Moody's Investors Service, Inc. (or if either of such rating organizations is
not then rating UtiliCorp's senior or subordinated unsecured long-term debt, as
the case may be, the equivalent of such ratings by any other "nationally
recognized statistical rating organization" as that term is defined by the
Securities and Exchange Commission for purposes of Rule 436(g) under the
Securities Act of 1933, as amended).
REDEMPTION PROCEDURES
UtiliCorp Capital may not redeem fewer than all the outstanding Series A
Preferred Securities unless all accrued and unpaid dividends have been paid on
all Series A Preferred Securities for all monthly dividend periods terminating
on or prior to the date of redemption.
If UtiliCorp Capital gives a notice of redemption in respect of Series A
Preferred Securities (which notice will be irrevocable), then, by 12:00 noon,
New York time, on the redemption date, UtiliCorp Capital will irrevocably
deposit with DTC funds sufficient to pay the applicable Redemption Price and
will give DTC irrevocable instructions and authority to pay the Redemption Price
to the holders of the Series A Preferred Securities. See "Book-Entry-Only
Issuance -- The Depository Trust Company". If notice of redemption shall have
been given and funds deposited as required, then upon the date of such deposit,
all rights of holders of such Series A Preferred Securities so called for
redemption will cease, except the right of the holders of such Series A
Preferred Securities to receive the Redemption Price, but without interest on
such Redemption Price. In the event that any date fixed for redemption of Series
A Preferred Securities is not a Business Day, then payment of the Redemption
Price payable on such date will be made on the next succeeding day which is a
Business Day (and without any interest or other payment in respect of any such
delay), except that, if such Business Day falls in the next calendar year, such
payment will be made on the immediately preceding Business Day. In the event
that payment of the Redemption Price in respect of Series A Preferred Securities
is improperly withheld or refused and not paid either by UtiliCorp Capital or by
UtiliCorp pursuant to the Guarantee described under "Description of the
Guarantee" in the accompanying Prospectus, dividends on such Series A Preferred
Securities will continue to accrue at the then applicable rate, from the
original redemption date to the date of payment, in which case the actual
payment date will be considered the date fixed for redemption for purposes of
calculating the Redemption Price.
Subject to the foregoing and applicable law (including, without limitation,
United Sates federal securities laws), UtiliCorp or its subsidiaries may at any
time and from time to time purchase outstanding Series A Preferred Securities by
tender, in the open market or by private agreement.
LIQUIDATION DISTRIBUTION UPON DISSOLUTION
In the event of any voluntary or involuntary dissolution, winding-up or
termination of UtiliCorp Capital, the holders of the Series A Preferred
Securities at the time will be entitled to receive out of the
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assets of UtiliCorp Capital available for distribution to partners after
satisfaction of liabilities of creditors as required by the Partnership Act,
before any distribution of assets is made to the General Partner, but together
with the holders of every other series of Preferred Securities outstanding, an
amount equal to, in the case of holders of Series A Preferred Securities, the
aggregate of the stated liquidation preference of $25 per Series A Preferred
Security and accrued and unpaid dividends thereon to the date of payment (the
"Liquidation Distribution"), unless, in connection with such dissolution,
winding-up or termination, the Limited Partnership Agreement otherwise provides
or Series A Junior Subordinated Debentures in an aggregate principal amount
equal to the Liquidation Distribution have been distributed on a pro rata basis
to the holders of the Series A Preferred Securities.
If, upon any such dissolution, the Liquidation Distribution can be paid only
in part because UtiliCorp Capital has insufficient assets available to pay in
full the aggregate Liquidation Distribution and the aggregate maximum
liquidation distributions on any other series of Preferred Securities, then the
amounts payable directly by UtiliCorp Capital on the Series A Preferred
Securities and on such other series of Preferred Securities shall be paid on a
pro rata basis, so that
(i) the aggregate amount paid in respect of the Liquidation
Distribution bears to the aggregate amount paid as liquidation distributions
on the other series of Preferred Securities the same ratio as
(ii) the aggregate Liquidation Distribution bears to the aggregate
maximum liquidation distributions on the other series of Preferred
Securities.
Pursuant to the Limited Partnership Agreement, UtiliCorp Capital shall be
dissolved and its affairs shall be wound up: (i) on December 31, 2094, the
expiration of the term of UtiliCorp Capital, (ii) upon the bankruptcy of the
General Partner, (iii) upon the assignment by the General Partner of its entire
interest in UtiliCorp Capital when the assignee is not admitted to UtiliCorp
Capital as a general partner of UtiliCorp Capital in accordance with the Limited
Partnership Agreement, or the filing of a certificate of dissolution or its
equivalent with respect to the General Partner, or the revocation of the General
Partner's charter and the expiration of 90 days after the date of notice to the
General Partner of revocation without a reinstatement of its charter, or any
other event occurs (other than the bankruptcy of the General Partner) which
causes the General Partner to cease to be a general partner of UtiliCorp Capital
under the Partnership Act, unless the business of UtiliCorp Capital is continued
in accordance with the Partnership Act, (iv) in accordance with the provisions
of the Limited Partnership Agreement and the Series A Preferred Securities, (v)
upon the entry of a decree of a judicial dissolution or (vi) upon the written
consent of all partners of UtiliCorp Capital.
MERGER, CONSOLIDATION OR AMALGAMATION OF UTILICORP CAPITAL
UtiliCorp Capital shall not consolidate, amalgamate, merge with or into, or
be replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any corporation or other body, except as
described below. UtiliCorp may, without the consent of any person, including the
holders of the Preferred Securities, cause UtiliCorp Capital to consolidate,
amalgamate, merge with or into, or be replaced by, or convey, transfer or lease
its properties and assets substantially as an entirety to, a limited partnership
or a trust (including a business trust) organized as such under the laws of any
state of the United States of America; provided, that (i) such successor entity
either (x) expressly assumes all of the obligations of UtiliCorp Capital with
respect to the Preferred Securities (with such changes as are appropriate to
reflect the legal status of such successor entity as a trust in the case that
such successor entity is a trust) or (y) substitutes for the Preferred
Securities other securities (the "Successor Securities") so long as the
Successor Securities rank, with respect to participation in the profits and
dividends or in the assets of the successor entity, at least as high as the
Preferred Securities rank with respect to participation in the profits and
dividends or in the assets of UtiliCorp Capital, (ii) UtiliCorp expressly
acknowledges such successor entity as the holder of the Junior Subordinated
Debentures, (iii) the Preferred Securities or the Successor Securities are
listed, or will be listed on notification of issuance, on any national
securities exchange or other organization on which the Preferred Securities are
then listed, (iv) such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease does not cause the Preferred Securities or the
Successor Securities to be
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downgraded by any nationally recognized statistical rating organization as that
term is defined by the Securities and Exchange Commission for purposes of Rule
436(g)(2) under the Securities Act of 1933, as amended, (v) such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease does not
adversely affect the material powers, preferences and other special rights of
holders of Preferred Securities or the Successor Securities in any material
respect under the documents governing the Preferred Securities or the Successor
Securities (a merger, consolidation, amalgamation with or into, or the
replacement by, or conveyance, transfer or lease to, a trust, together with such
changes as the General Partner determines are necessary or appropriate to
reflect such merger, consolidation, amalgamation with or into, replacement by,
or conveyance, transfer or lease to, a trust not being deemed for this purpose
as having any adverse effect on the material powers, preferences and other
special rights of the holders of the Preferred Securities or the Successor
Securities in any material respect), (vi) such successor entity has a purpose
substantially identical to that of UtiliCorp Capital (with such changes as are
necessary or appropriate to reflect the legal status of such successor entity as
a trust in the case that such successor entity is a trust) and (vii) prior to
such merger, consolidation, amalgamation, replacement, conveyance, transfer or
lease, UtiliCorp has received an opinion of nationally recognized independent
counsel to UtiliCorp Capital experienced in such matters to the effect that (x)
such successor entity will be treated as either a partnership or a grantor trust
for federal income tax purposes (y) following such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease, UtiliCorp and such
successor entity will be in compliance with the 1940 Act without registering
thereunder as an investment company, and (z) such merger, consolidation
amalgamation, replacement, conveyance, transfer or lease will not cause the
holders of the Preferred Securities or the Successor Securities to be generally
liable for the debts, obligations or liabilities of UtiliCorp Capital or the
successor entity; provided, however, that if such successor entity is a trust,
such merger, consolidation, amalgamation with or into, replacement by, or
conveyance, transfer or lease to, such trust will be effective only on the last
record date for the payment of dividends on the Preferred Securities in any
year. Without limiting the generality of the foregoing, and notwithstanding any
other provision of the Limited Partnership Agreement, subject to the
satisfaction of the foregoing conditions, UtiliCorp may, without the consent of
any person, including the holders of the Preferred Securities, (i) form or cause
to be formed a successor entity and contribute or cause to be contributed the
Junior Subordinated Debentures (and any rights to receive interest payments on
such Junior Subordinated Debentures) to the successor entity in exchange for all
of the equity or beneficial interests in the successor entity, and (ii) dissolve
UtiliCorp Capital and, after satisfaction of liabilities to creditors as
required by the Partnership Act, cause the equity or beneficial interests in the
successor entity to be distributed to UtiliCorp and the holders of each series
of Preferred Securities in liquidation of such holders' respective interests in
UtiliCorp Capital. UtiliCorp may, without the consent of any person, including
the holders of the Preferred Securities, cause UtiliCorp Capital to take any
other action having similar consequences to the foregoing. Notwithstanding any
other provision of the Limited Partnership Agreement, in the event that
UtiliCorp Capital is replaced by, or conveys, transfers or leases its properties
and assets substantially as an entirety to a limited partnership or a trust as
permitted by the foregoing, UtiliCorp Capital shall be discharged of all
responsibilities to holders of the Preferred Securities under the Limited
Partnership Agreement and the Preferred Securities and the holders of the
Preferred Securities shall cease to be limited partners of UtiliCorp Capital and
shall cease to have an interest in UtiliCorp Capital.
VOTING RIGHTS
Except as provided below and under "Description of the Guarantee --
Amendments and Assignment" in the accompanying Prospectus and as otherwise
required by law and the Limited Partnership Agreement, the holders of the Series
A Preferred Securities will have no voting rights.
If (i) UtiliCorp Capital fails to pay dividends in full on the Series A
Preferred Securities for 18 consecutive monthly dividend periods; (ii) an Event
of Default (as defined in the Indenture) occurs and is continuing on the Series
A Junior Subordinated Debentures; or (iii) UtiliCorp is in default on any of its
payment or other obligations under the Guarantee (as described under
"Description of the Guarantee -- Certain Covenants of UtiliCorp" in the
accompanying Prospectus), then the holders of the Series A Preferred Securities,
together with the holders of any other series of Preferred Securities having the
right
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to vote for the appointment of a special representative of UtiliCorp Capital and
the limited partners (a "Special Representative") in such event, acting as a
single class, will be entitled by the majority vote of such holders to appoint
and authorize a Special Representative to enforce UtiliCorp Capital's creditor
rights under the Series A Junior Subordinated Debentures, to enforce the rights
of the holders of the Series A Preferred Securities under the Guarantee and to
enforce the rights of the holders of the Series A Preferred Securities to
receive dividends on the Series A Preferred Securities. The Special
Representative shall not, by virtue of acting in such capacity, be admitted as a
general partner in UtiliCorp Capital or otherwise be deemed to be a general
partner in UtiliCorp Capital and shall have no liability for the debts,
obligations or liabilities of UtiliCorp Capital. For purposes of determining
whether UtiliCorp Capital has failed to pay dividends in full for 18 consecutive
monthly dividend periods, dividends shall be deemed to remain in arrears,
notwithstanding any payments in respect thereof, until full cumulative dividends
have been or contemporaneously are paid with respect to all monthly dividend
periods terminating on or prior to the date of payment of such full cumulative
dividends. Not later than 30 days after such right to appoint a Special
Representative arises, the General Partner will convene a meeting for the
purpose of appointing a Special Representative. If the General Partner fails to
convene such meeting within such 30-day period, the holders of 10% in
liquidation preference of the Preferred Securities will be entitled to convene
such meeting. The provisions of the Limited Partnership Agreement relating to
the convening and conduct of the meetings of the partners will apply with
respect to any such meeting. Any Special Representative so appointed shall cease
to be a Special Representative of UtiliCorp Capital and the limited partners if
UtiliCorp Capital (or UtiliCorp pursuant to the Guarantee) shall have paid in
full all accrued and unpaid dividends on the Preferred Securities or such
default or breach, as the case may be, shall have been cured, and UtiliCorp, in
its capacity as the General Partner shall continue the business of UtiliCorp
Capital without dissolution. Notwithstanding the appointment of any such Special
Representative, UtiliCorp shall continue as General Partner and shall retain all
rights under the Indenture, including the right to extend the interest payment
period from time to time to a period not exceeding 60 consecutive months as
provided under "Description of the Series A Junior Subordinated Debentures --
Option to Extend Interest Payment Period".
If any proposed amendment to the Limited Partnership Agreement provides for,
or the General Partner otherwise proposes to effect, (i) any action which would
adversely affect the powers, preferences or special rights of the Series A
Preferred Securities, whether by way of amendment to the Limited Partnership
Agreement or otherwise (including, without limitation, the authorization or
issuance of any limited partner interests in UtiliCorp Capital ranking, as to
participation in the profits and dividends or in the assets of UtiliCorp
Capital, senior to the Series A Preferred Securities), or (ii) the dissolution,
winding-up or termination of UtiliCorp Capital, other than (x) in connection
with the distribution of Series A Junior Subordinated Debentures upon the
occurrence of a Special Event or (y) as described under "Merger, Consolidation
or Amalgamation of UtiliCorp Capital" above, then the holders of outstanding
Series A Preferred Securities will be entitled to vote on such amendment or
proposal of the General Partner (but not on any other amendment or proposal) as
a class with all other holders of series of Preferred Securities similarly
affected, and such amendment or proposal shall not be effective except with the
approval of the holders of 66 2/3% in liquidation preference of such outstanding
Preferred Securities having a right to vote on the matter; provided, however,
that no such approval shall be required if the dissolution, winding-up or
termination of UtiliCorp Capital is proposed or initiated pursuant to the
Limited Partnership Agreement or upon the initiation of proceedings, or after
proceedings have been initiated, for the dissolution, winding-up, liquidation or
termination of UtiliCorp.
The rights attached to the Series A Preferred Securities will be deemed not
to be adversely affected by the creation or issue of, and no vote will be
required for the creation of, any further limited partner interests of UtiliCorp
Capital ranking PARI PASSU with the Series A Preferred Securities with regard to
participation in the profits and dividends or in the assets of UtiliCorp
Capital. Holders of Series A Preferred Securities have no preemptive rights.
So long as any Series A Junior Subordinated Debentures are held by UtiliCorp
Capital, the General Partner shall not (i) direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or executing
any trust or power conferred on the Trustee with respect to such series, (ii)
waive
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any past default which is waivable under Section 513 of the Indenture, (iii)
exercise any right to rescind or annul a declaration that the principal of all
the Series A Junior Subordinated Debentures shall be due and payable or (iv)
consent to any amendment, modification or termination of the Indenture, where
such consent shall be required, without, in each case, obtaining the prior
approval of the holders of at least 66 2/3% in liquidation preference of all
series of Preferred Securities who would be affected thereby if their Preferred
Securities were to be exchanged for Junior Subordinated Debentures, acting as a
single class; provided, however, that where a consent under the Indenture would
require the consent of each holder affected thereby, no such consent shall be
given by the General Partner without the prior consent of each holder of all
series of Preferred Securities who would be affected thereby if their Preferred
Securities were to be exchanged for Junior Subordinated Debentures. The General
Partner shall not revoke any action previously authorized or approved by a vote
of any series of Preferred Securities who would be affected thereby if their
Preferred Securities were to be exchanged for Junior Subordinated Debentures.
The General Partner shall notify all holders of the Series A Preferred
Securities of any notice of default received from the Trustee with respect to
the Series A Junior Subordinated Debentures.
Any required approval of holders of Series A Preferred Securities may be
given at a separate meeting of holders of Preferred Securities convened for such
purpose, at a meeting of all of the partners in UtiliCorp Capital or pursuant to
written consent. UtiliCorp Capital will cause a notice of any meeting at which
holders of Series A Preferred Securities are entitled to vote, or of any matter
upon which action by written consent of such holders is to be taken, to be
mailed to each holder of record of Series A Preferred Securities. Each such
notice will include a statement setting forth (i) the date of such meeting or
the date by which such action is to be taken, (ii) a description of any
resolution proposed for adoption at such meeting on which such holders are
entitled to vote or of such matter upon which written consent is sought and
(iii) instructions for the delivery of proxies or consents.
No vote or consent of the holders of Series A Preferred Securities will be
required for UtiliCorp Capital to redeem and cancel Series A Preferred
Securities in accordance with the Limited Partnership Agreement.
Notwithstanding that holders of Series A Preferred Securities are entitled
to vote or consent under any of the circumstances described above, any of the
Series A Preferred Securities and any other series of Preferred Securities that
are entitled to vote or consent with such Series A Preferred Securities as a
single class at such time that are owned by UtiliCorp or any entity owned more
than 50% by UtiliCorp, either directly or indirectly, shall not be entitled to
vote or consent and shall, for purposes of such vote or consent, be treated as
if they were not outstanding.
Holders of the Series A Preferred Securities will have no rights to remove
or replace the General Partner.
BOOK-ENTRY-ONLY ISSUANCE -- THE DEPOSITORY TRUST COMPANY
DTC will act as securities depository for the Series A Preferred Securities.
The Series A Preferred Securities will be issued only as fully-registered
securities registered in the name of Cede & Co. (DTC's nominee). One or more
fully-registered global Series A Preferred Security certificates will be issued,
representing in the aggregate the total number of Series A Preferred Securities,
and will be deposited with DTC.
DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). DTC holds securities that its
participants ("Participants") deposit with DTC. DTC also facilitates the
settlement among Participants of securities transactions, such as transfers and
pledges, in deposited securities through electronic computerized book-entry
changes in Participants' accounts, thereby eliminating the need for physical
movement of securities certificates. Direct Participants include securities
brokers and dealers, banks, trust companies, clearing corporations, and certain
other organizations ("Direct Participants"). DTC is owned by a number of its
Direct Participants and by the New York Stock Exchange, Inc. (the "New York
Stock Exchange"), the American Stock Exchange, Inc. and the National Association
of Securities Dealers, Inc. Access to the DTC system
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is also available to others such as securities brokers and dealers, banks and
trust companies that clear through or maintain a custodial relationship with a
Direct Participant, either directly or indirectly ("Indirect Participants"). The
rules applicable to DTC and its Participants are on file with the Securities and
Exchange Commission.
Purchases of Series A Preferred Securities within the DTC system must be
made by or through Direct Participants, which will receive a credit for the
Series A Preferred Securities on DTC's records. The ownership interest of each
actual purchaser of each Series A Preferred Security ("Beneficial Owner") is in
turn to be recorded on the Direct and Indirect Participants' records. Beneficial
Owners will not receive written confirmation from DTC of their purchases, but
Beneficial Owners are expected to receive written confirmations providing
details of the transactions, as well as periodic statements of their holdings,
from the Direct or Indirect Participants through which the Beneficial Owners
purchased Series A Preferred Securities. Transfers of ownership interests in the
Series A Preferred Securities are to be accomplished by entries made on the
books of Participants acting on behalf of Beneficial Owners. Beneficial Owners
will not receive certificates representing their ownership interests in Series A
Preferred Securities, except in the event that use of the book-entry system for
the Series A Preferred Securities is discontinued.
DTC has no knowledge of the actual Beneficial Owners of the Series A
Preferred Securities; DTC's records reflect only the identity of the Direct
Participants to whose accounts such Series A Preferred Securities are credited,
which may or may not be the Beneficial Owners. The Participants will remain
responsible for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.
Redemption notices shall be sent to Cede & Co. If less than all of the
Series A Preferred Securities are being redeemed, DTC's practice is to determine
by lot the amount of the interest of each Direct Participant in such series to
be redeemed.
Although voting with respect to the Series A Preferred Securities is
limited, in those cases where a vote is required, neither DTC nor Cede & Co.
will itself consent or vote with respect to Series A Preferred Securities. Under
its usual procedures, DTC would mail an Omnibus Proxy to UtiliCorp Capital as
soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s
consenting or voting rights to those Direct Participants to whose accounts the
Series A Preferred Securities are credited on the record date (identified in a
listing attached to the Omnibus Proxy).
Dividend payments on the Series A Preferred Securities will be made to DTC.
DTC's practice is to credit Direct Participants' accounts on the relevant
payment date in accordance with their respective holdings shown on DTC's records
unless DTC has reason to believe that it will not receive payments on such
payment date. Payments by Participants to Beneficial Owners will be governed by
standing instructions and customary practices and will be the responsibility of
such Participant and not of DTC, UtiliCorp Capital or UtiliCorp, subject to any
statutory or regulatory requirements as may be in effect from time to time.
Payment of dividends to DTC is the responsibility of UtiliCorp Capital,
disbursement of such payments to Direct Participants is the responsibility of
DTC, and disbursement of such payments to the Beneficial Owners is the
responsibility of Direct and Indirect Participants.
DTC may discontinue providing its services as securities depository with
respect to the Series A Preferred Securities at any time by giving reasonable
notice to UtiliCorp Capital. Under such circumstances, in the event that a
successor securities depository is not obtained, Series A Preferred Security
certificates are required to be printed and delivered. Additionally, UtiliCorp
Capital (with the consent of UtiliCorp) may decide to discontinue use of the
system of book-entry transfers through DTC (or a successor depository). In that
event, certificates for the Series A Preferred Securities will be printed and
delivered. In each of the above circumstances, the General Partner will appoint
a paying agent with respect to the Series A Preferred Securities.
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The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that UtiliCorp Capital believes to be reliable,
but UtiliCorp Capital takes no responsibility for the accuracy thereof.
REGISTRAR AND TRANSFER AGENT
UMB Bank, N.A. will act as registrar and transfer agent for the Series A
Preferred Securities.
Registration of transfers of Series A Preferred Securities will be effected
without charge by or on behalf of UtiliCorp Capital, but upon payment (with the
giving of such indemnity as UtiliCorp Capital or UtiliCorp may require) in
respect of any tax or other government charges which may be imposed in relation
to it.
UtiliCorp Capital will not be required to register or cause to be registered
the transfer of Series A Preferred Securities after such Series A Preferred
Securities have been called for redemption.
MISCELLANEOUS
Application will be made to list the Series A Preferred Securities on the
New York Stock Exchange.
The General Partner is authorized and directed to conduct its affairs and to
operate UtiliCorp Capital in such a way that UtiliCorp Capital will not be
deemed to be an "investment company" required to be registered under the 1940
Act or taxed as a corporation for federal income tax purposes and so that the
Series A Junior Subordinated Debentures will be treated as indebtedness of
UtiliCorp for federal income tax purposes. In this connection, the General
Partner is authorized to take any action, not inconsistent with applicable law,
the certificate of limited partnership or the Limited Partnership Agreement,
that the General Partner determines in its discretion to be necessary or
desirable for such purposes, as long as such action does not adversely affect
the interests of the holders of the Series A Preferred Securities.
DESCRIPTION OF THE SERIES A JUNIOR SUBORDINATED DEBENTURES
Set forth below is a description of the specific terms of the Series A
Junior Subordinated Debentures in which UtiliCorp Capital will invest with the
proceeds of the issuance and sale of the Series A Preferred Securities. This
description supplements the description of the general terms and provisions of
the Junior Subordinated Debentures set forth in the accompanying Prospectus
under the caption "Description of the Junior Subordinated Debentures". The
following description does not purport to be complete and is qualified in its
entirety by reference to the description in the accompanying Prospectus and the
Indenture, dated as of June __, 1995, between UtiliCorp and UMB Bank, N.A., as
Trustee, as supplemented and amended by a First Supplemental Indenture, dated as
of June __, 1995 (the Indenture, as so supplemented and amended, is hereinafter
referred to as the "Indenture").
Under certain circumstances involving the dissolution of UtiliCorp Capital
following the occurrence of a Special Event, Series A Junior Subordinated
Debentures may be distributed to the holders of the Series A Preferred
Securities in liquidation of UtiliCorp Capital. See "Description of the Series A
Preferred Securities -- Special Event Redemption or Distribution".
GENERAL
The Series A Junior Subordinated Debentures will be issued as a series of
Junior Subordinated Debentures under the Indenture. The Series A Junior
Subordinated Debentures will be unlimited in aggregate principal amount.
The entire principal amount of the Series A Junior Subordinated Debentures
will become due and payable, together with any accrued and unpaid interest
thereon, including Additional Interest (as hereinafter defined), if any, on June
__, 2025, subject to exchange or relending under conditions described under
"Description of the Series A Preferred Securities -- Mandatory Redemption".
The Series A Junior Subordinated Debentures if distributed to holders of
Series A Preferred Securities in dissolution will initially be so issued as a
Global Security (as defined below). As described herein,
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under certain limited circumstances Series A Junior Subordinated Debentures may
be issued in certificated form in exchange for a Global Security. See "--
Book-Entry and Settlement" below. In the event that Series A Junior Subordinated
Debentures are issued in certificated form, such Series A Junior Subordinated
Debentures will be in denominations of $25 and integral multiples thereof and
may be transferred or exchanged at the offices described below.
Payments on Series A Junior Subordinated Debentures issued as a Global
Security will be made to DTC, as the depository for the Series A Junior
Subordinated Debentures. In the event Series A Junior Subordinated Debentures
are issued in certificated form, principal and interest will be payable, the
transfer of the Series A Junior Subordinated Debentures will be registrable and
Series A Junior Subordinated Debentures will be exchangeable for Series A Junior
Subordinated Debentures of other denominations of a like aggregate principal
amount at the corporate trust office of the Trustee in The City of New York;
provided, that payment of interest may be made at the option of UtiliCorp by
check mailed to the address of the persons entitled thereto.
If the Series A Junior Subordinated Debentures are distributed to the
holders of Series A Preferred Securities upon the dissolution of UtiliCorp
Capital, UtiliCorp will use its best efforts to list the Series A Junior
Subordinated Debentures on the New York Stock Exchange or on such other exchange
as the Series A Preferred Securities are then listed and traded on the same part
of any such exchange.
MANDATORY PREPAYMENT
If UtiliCorp Capital redeems Series A Preferred Securities in accordance
with the terms thereof, the Series A Junior Subordinated Debentures will become
due and payable in a principal amount equal to the aggregate stated liquidation
preference of the Series A Preferred Securities so redeemed, together with any
accrued and unpaid interest, including Additional Interest (as defined below),
if any. Any payment pursuant to this provision shall be made prior to 12:00
noon, New York time, on the date of such redemption or at such other time on
such earlier date as the parties thereto shall agree.
OPTIONAL REDEMPTION
If there shall be no Series A Preferred Securities outstanding, UtiliCorp
shall have the right to redeem the Series A Junior Subordinated Debentures, in
whole or in part, from time to time, on or after June __, 2000, upon not less
than 30 nor more than 60 days' notice, at a redemption price equal to 100% of
the principal amount to be redeemed plus any accrued and unpaid interest,
including Additional Interest, if any, to the redemption date.
INTEREST
Each Series A Junior Subordinated Debenture will bear interest at the rate
of % per annum from the original date of issuance, payable monthly in arrears
on the last day of each calendar month of each year (each, an "Interest Payment
Date"), commencing June 30, 1995, to the person in whose name such Series A
Junior Subordinated Debenture is registered, subject to certain exceptions, at
the close of business on the Business Day next preceding such Interest Payment
Date. In the event the Series A Junior Subordinated Debentures shall not
continue to remain in book-entry-only form, UtiliCorp shall have the right to
select record dates which shall be more than one Business Day prior to the
Interest Payment Date.
The amount of interest payable for any period will be computed on the basis
of a 360-day year of twelve 30-day months. In the event that any date on which
interest is payable on the Series A Junior Subordinated Debentures is not a
Business Day, then payment of the interest payable on such date will be made on
the next succeeding day which is a Business Day (and without any interest or
other payment in respect of any such delay), except that, if such Business Day
is in the next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day, in each case with the same force and effect
as if made on such date. A "Business Day" shall mean any day other than a day on
which banking institutions in The City of New York are authorized or required by
law to close.
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OPTION TO EXTEND INTEREST PAYMENT PERIOD
UtiliCorp shall have the right at any time during the term of the Series A
Junior Subordinated Debentures to extend the interest payment period from time
to time to a period not exceeding 60 consecutive months (the "Extension
Period"), at the end of which Extension Period UtiliCorp shall pay all interest
then accrued and unpaid (together with interest thereon at the rate specified
for the Series A Junior Subordinated Debentures to the extent permitted by
applicable law); provided, that, during any such Extension Period, UtiliCorp
shall not declare or pay any dividend on, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of its capital stock. Prior to the
termination of any such Extension Period, UtiliCorp may further extend the
interest payment period, provided that such Extension Period together with all
such previous and further extensions thereof may not exceed 60 consecutive
months. Upon the termination of any Extension Period and the payment of all
amounts then due, UtiliCorp may select a new Extension Period, subject to the
above requirements. No interest during an Extension Period, except at the end
thereof, shall be due and payable. If UtiliCorp Capital shall be the sole holder
of the Series A Junior Subordinated Debentures, UtiliCorp shall give UtiliCorp
Capital notice of its selection of such Extension Period one Business Day prior
to the earlier of (i) the date the dividends on the Series A Preferred
Securities are payable or (ii) the date UtiliCorp Capital is required to give
notice to the New York Stock Exchange or other applicable self-regulatory
organization or to holders of the Series A Preferred Securities of the record
date or the date such dividend is payable, but in any event not less than one
Business Day prior to such record date. UtiliCorp shall cause UtiliCorp Capital
to give notice of UtiliCorp's selection of such Extension Period to the holders
of the Series A Preferred Securities. If UtiliCorp Capital shall not be the sole
holder of the Series A Junior Subordinated Debentures, UtiliCorp shall give the
holders of the Series A Junior Subordinated Debentures notice of its selection
of such Extension Period ten Business Days prior to the earlier of (i) the
Interest Payment Date or (ii) the date UtiliCorp is required to give notice to
the New York Stock Exchange or other applicable self-regulatory organization, or
to holders of the Series A Junior Subordinated Debentures, of the record or
payment date of such related interest payment, but in any event not less than
two Business Days prior to such record date.
ADDITIONAL INTEREST
If at any time UtiliCorp Capital shall be required to pay any interest on
dividends in arrears in respect of the Series A Preferred Securities pursuant to
the terms thereof, then UtiliCorp will pay as interest to UtiliCorp Capital as
the holder of the Series A Junior Subordinated Debentures ("Additional
Interest") an amount equal to such interest on dividends in arrears. In
addition, if UtiliCorp Capital would be required to pay any taxes, duties,
assessments or governmental charges of whatever nature (other than withholding
taxes) imposed by the United States, or any other taxing authority, then, in any
such case, UtiliCorp also will pay as Additional Interest such amounts as shall
be required so that the net amounts received and retained by UtiliCorp Capital
after paying any such taxes, duties, assessments or governmental charges will be
not less than the amounts UtiliCorp Capital would have received had no such
taxes, duties, assessments or governmental charges been imposed.
SET-OFF
Notwithstanding anything to the contrary in the Indenture, UtiliCorp shall
have the right to set-off any payment it is otherwise required to make
thereunder with and to the extent UtiliCorp has theretofore made, or is
concurrently on the date of such payment making, a payment under the Guarantee.
EVENTS OF DEFAULT
In the case any Event of Default (as defined in the Indenture) shall occur
and be continuing, UtiliCorp Capital will have the right to declare the
principal of and the interest on the Series A Junior Subordinated Debentures
(including any Additional Interest) and any other amounts payable under the
Indenture to be forthwith due and payable and to enforce its other rights as a
creditor with respect to the Series A Junior Subordinated Debentures. See
"Enforcement of Certain Rights by Special Representative" below for a discussion
of certain rights available to holders of the Series A Preferred Securities upon
the occurrence of an Event of Default.
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ENFORCEMENT OF CERTAIN RIGHTS BY SPECIAL REPRESENTATIVE
If (i) UtiliCorp Capital fails to pay dividends in full on the Series A
Preferred Securities for 18 consecutive monthly dividend periods; (ii) an Event
of Default occurs and is continuing on the Series A Junior Subordinated
Debentures; or (iii) UtiliCorp is in default on any of its payment of other
obligations under the Guarantee, under the terms of the Series A Preferred
Securities, the holders of outstanding Series A Preferred Securities will have
the rights referred to under "Description of the Series A Preferred Securities
- -- Voting Rights", including the right to appoint a Special Representative,
which Special Representative shall be authorized to exercise UtiliCorp Capital's
right to accelerate the principal amount of the Series A Junior Subordinated
Debentures and to enforce UtiliCorp Capital's other creditor rights under the
Series A Junior Subordinated Debentures. Notwithstanding the appointment of any
such Special Representative, UtiliCorp shall continue as General Partner and
shall retain all rights under the Indenture, including the right to extend the
interest payment period from time to time to a period not exceeding 60
consecutive months.
BOOK-ENTRY AND SETTLEMENT
If distributed to holders of Series A Preferred Securities in connection
with the dissolution of UtiliCorp Capital as a result of the occurrence of a
Special Event, the Series A Junior Subordinated Debentures will be issued in the
form of one or more global certificates (each, a "Global Security") registered
in the name of the nominee of DTC. Except under the limited circumstances
described below, Series A Junior Subordinated Debentures represented by the
Global Security will not be exchangeable for, and will not otherwise be issuable
as, Series A Junior Subordinated Debentures in definitive form. The Global
Securities described above may not be transferred except by DTC to a nominee of
DTC or by a nominee of DTC to DTC or another nominee of DTC or to a successor
depository or its nominee.
The laws of some jurisdictions require that certain purchasers of securities
take physical delivery of such securities in definitive form. Such laws may
impair the ability to transfer beneficial interests in such a Global Security.
Except as provided below, owners of beneficial interests in such a Global
Security will not be entitled to receive physical delivery of Series A Junior
Subordinated Debentures in definitive form and will not be considered the
Holders (as defined in the Indenture) thereof for any purpose under the
Indenture, and no Global Security representing Series A Junior Subordinated
Debentures shall be exchangeable, except for another Global Security of like
denomination and tenor to be registered in the name of DTC or its nominee or to
a successor depository or its nominee. Accordingly, each beneficial owner must
rely on the procedures of DTC and, if such person is not a Participant, on the
procedures of the Participant through which such person owns its interest, to
exercise any rights of a Holder under the Indenture.
THE DEPOSITORY. For a description of DTC and the specific terms of the
depository arrangements, see "Description of the Series A Preferred Securities
- -- Book-Entry-Only Issuance -- The Depository Trust Company". As of the date of
this Prospectus Supplement, the description therein of DTC's book-entry system
and DTC's practices as they relate to purchases, transfers, notices and payments
with respect to the Series A Preferred Securities apply in all material respects
to any debt obligations represented by one or more Global Securities held by
DTC.
Neither UtiliCorp, the Trustee, any paying agent nor any other agent of
UtiliCorp or the Trustee will have any responsibility or liability for any
aspect of the records relating to or payments made on account of beneficial
ownership interests in a Global Security for such Series A Junior Subordinated
Debentures or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.
DISCONTINUANCE OF THE DEPOSITORY'S SERVICES. A Global Security shall be
exchangeable for Series A Junior Subordinated Debentures registered in the names
of the persons other than DTC or its nominee only if (i) DTC notifies UtiliCorp
that it is unwilling or unable to continue as a depository for such Global
Security and no successor depository shall have been appointed, or if at any
time DTC ceases to be a clearing agency registered under the Exchange Act at a
time when DTC is required to be so registered to act as such depository, (ii)
UtiliCorp in its sole discretion determines that such Global
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Security shall be so exchangeable or (iii) there shall have occurred an Event of
Default with respect to such Series A Junior Subordinated Debentures. Any Global
Security that is exchangeable pursuant to the preceding sentence shall be
exchangeable for Series A Junior Subordinated Debentures registered in such
names as the Depository shall direct. It is expected that such instructions will
be based upon directions received by the Depository from its Participants with
respect to ownership of beneficial interests in such Global Security.
MISCELLANEOUS
For restrictions on certain actions of the General Partner with respect to
Series A Junior Subordinated Debentures held by UtiliCorp Capital, see
"Description of the Series A Preferred Securities -- Voting Rights".
EFFECT OF OBLIGATIONS UNDER THE
SERIES A JUNIOR SUBORDINATED DEBENTURES AND THE GUARANTEE
As set forth in the Limited Partnership Agreement, the sole purpose of
UtiliCorp Capital is to issue partnership interests in UtiliCorp Capital,
including, without limitation, the Series A Preferred Securities, to use the
proceeds from the issuance of Preferred Securities to purchase the Series A
Junior Subordinated Debentures or other similar debt instruments of UtiliCorp
and to receive capital contributions from the General Partner and to invest the
same in debt securities of the General Partner or U.S. Government Obligations
with maturities no greater than, and having a ranking not subordinate to, the
Junior Subordinated Debentures or such other similar debt instruments of
UtiliCorp to which such capital contribution relates.
As long as payments of interest and other payments are made when due on the
Series A Junior Subordinated Debentures, such payments will be sufficient to
cover dividends and payments due on the Series A Preferred Securities primarily
because (i) the aggregate principal amount of Series A Junior Subordinated
Debentures to be held by UtiliCorp Capital will be at least as great as the
aggregate stated liquidation preference of the Series A Preferred Securities;
(ii) the interest rate and interest and other payment dates on the Series A
Junior Subordinated Debentures will match the dividend rate and dividend and
other payment dates for the Series A Preferred Securities; (iii) the Limited
Partnership Agreement provides that UtiliCorp, as General Partner, shall pay
(without any obligation to first exhaust the assets of UtiliCorp Capital) for
costs and expenses of UtiliCorp Capital; (iv) the Limited Partnership Agreement
further provides that the General Partner shall not cause or permit UtiliCorp
Capital to, among other things, engage in any activity that is not consistent
with the purposes of UtiliCorp Capital. UtiliCorp Capital may lend to UtiliCorp
an amount up to the amount of UtiliCorp's capital contribution to UtiliCorp
Capital so long as such loan matures no later than, and is not subordinate in
interest to, the Junior Subordinated Debentures to which such capital
contribution relates.
If UtiliCorp fails to make interest or other payments on the Series A Junior
Subordinated Debentures when due, the Limited Partnership Agreement provides a
mechanism whereby the holders of the Series A Preferred Securities may appoint a
Special Representative to enforce the rights of UtiliCorp Capital under the
Series A Junior Subordinated Debentures. Payments of dividends and other
payments due on the Series A Preferred Securities out of moneys held by
UtiliCorp Capital are guaranteed by UtiliCorp to the extent set forth under
"Description of the Guarantee" in the accompanying Prospectus. The Limited
Partnership Agreement also provides, and UtiliCorp, under the Guarantee,
acknowledges, that a Special Representative may be appointed to enforce the
Guarantee if UtiliCorp is in default on any of its payment obligations under the
Guarantee. In addition, if the General Partner or the Special Representative
fails to enforce the Guarantee, a holder of a Series A Preferred Security may
institute a legal proceeding directly against UtiliCorp to enforce its rights
under the Guarantee without first instituting a legal proceeding against
UtiliCorp Capital or any other person or entity.
The above mechanisms and obligations, taken together, are a full and
unconditional guarantee by UtiliCorp of payments due on the Series A Preferred
Securities.
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UNITED STATES TAXATION
GENERAL
This section is a summary of certain United States federal income tax
considerations that may be relevant to prospective purchasers of Series A
Preferred Securities and represents the opinion of Blackwell Sanders Matheny
Weary & Lombardi L.C., special tax counsel to UtiliCorp and UtiliCorp Capital,
insofar as it relates to matters of law and legal conclusions. This section is
based upon current provisions of the Internal Revenue Code of 1986, as amended
(the "Code"), existing and proposed regulations thereunder and current
administrative rulings and court decisions, all of which are subject to change.
Subsequent changes may cause tax consequences to vary substantially from the
consequences described below.
No attempt has been made in the following discussion to comment on all
United States federal income tax matters affecting purchasers of Series A
Preferred Securities. Moreover, the discussion focuses on holders of Series A
Preferred Securities who are individual citizens or residents of the United
States that hold the Series A Preferred Securities as a capital asset and has
only limited application to corporations, estates, trusts or non-resident
aliens. Accordingly, each prospective purchaser of Series A Preferred Securities
should consult, and should depend on, his or her own tax advisor in analyzing
the federal, state, local and foreign tax consequences of the purchase,
ownership or disposition of Series A Preferred Securities.
INCOME FROM SERIES A PREFERRED SECURITIES
In the opinion of Blackwell Sanders Matheny Weary & Lombardi L.C., UtiliCorp
Capital will be a partnership for federal income tax purposes. Accordingly, each
holder of Series A Preferred Securities (a "Preferred Securityholder") will be
required to include in gross income the Preferred Securityholder's distributive
share of the net income of UtiliCorp Capital. If UtiliCorp Capital is merged
into a trust that is treated as a grantor trust, each Preferred Securityholder
will be treated as owning directly an allocable portion of the Series A Junior
Subordinated Debentures and as earning directly the income derived therefrom. In
either case, such income will not exceed for any calendar month the dividends
with respect to that month received on such Series A Preferred Securities,
except in limited circumstances as described below under "Potential Extension of
Interest Payment Period". No portion of such income will be eligible for the
dividends received deduction.
DISPOSITION OF SERIES A PREFERRED SECURITIES
Gain or loss will be recognized on a sale of Series A Preferred Securities,
including a redemption for cash, equal to the difference between the amount
realized and the Preferred Securityholder's tax basis for the Series A Preferred
Securities sold. Gain or loss recognized by a Preferred Securityholder on the
sale or exchange of a Series A Preferred Security held for more than one year
will generally be taxable as long-term capital gain or loss.
RECEIPT OF SERIES A JUNIOR SUBORDINATED DEBENTURES UPON LIQUIDATION OF UTILICORP
CAPITAL
Under certain circumstances, as described under the caption "Description of
the Series A Preferred Securities -- Special Event Redemption or Distribution",
Series A Junior Subordinated Debentures may be distributed to the holders of the
Series A Preferred Securities in liquidation of UtiliCorp Capital. Under current
United States federal income tax law, such a distribution would be treated as a
non-taxable exchange to each holder of Series A Preferred Securities and would
result in the holder of Series A Preferred Securities receiving an aggregate tax
basis in the Series A Junior Subordinated Debentures equal to such holder's
aggregate tax basis in its Series A Preferred Securities. A holder's holding
period in the Series A Junior Subordinated Debentures so received in liquidation
of UtiliCorp Capital would include the period for which the Series A Preferred
Securities were held by such holder. In addition, a merger of UtiliCorp Capital
into, or the replacement of UtiliCorp Capital by, a trust that is treated as a
grantor trust would be treated in the same manner as a distribution of the
Series A Junior Subordinated Debentures to the holders of the Series A Preferred
Securities in liquidation of UtiliCorp Capital, followed by a contribution of
such Series A Junior Subordinated Debentures to the grantor trust. Under a
change
S-23
<PAGE>
in law, a change in legal interpretation or the other circumstances giving rise
to a Special Event, however, the dissolution could be a taxable event to holders
of the Series A Preferred Securities. In the judgment of special tax counsel to
UtiliCorp and UtiliCorp Capital, the series of events which would result in the
recognition of taxable gain by holders of the Series A Preferred Securities, by
reason of a dissolution of UtiliCorp Capital in response to a Special Event, is
unlikely to occur. There can be no assurance in this regard, however.
UTILICORP CAPITAL INFORMATION RETURNS AND AUDIT PROCEDURES
UtiliCorp, as the General Partner in UtiliCorp Capital, will furnish each
Series A Preferred Securityholder with a Schedule K-1 each year setting forth
such Series A Preferred Securityholder's allocable share of income for the prior
calendar year. UtiliCorp is required to furnish such Schedule K-1 as soon as
practicable following the end of the year, but in any event prior to March 31.
Any person who holds Series A Preferred Securities as a nominee for another
person is required to furnish to UtiliCorp Capital (a) the name, address and
taxpayer identification number of the beneficial owner and the nominee; (b)
information as to whether the beneficial owner is (i) a person that is not a
United States person, (ii) a foreign government, an international organization
or any wholly-owned agency or instrumentality of either of the foregoing, or
(iii) a tax-exempt entity; (c) the amount and description of Series A Preferred
Securities held, acquired or transferred for the beneficial owner; and (d)
certain information including the dates of acquisitions and transfers, means of
acquisitions and transfers, and acquisition cost for purchases, as well as the
amount of net proceeds from sales. Brokers and financial institutions are
required to furnish additional information, including whether they are United
States persons and certain information on Series A Preferred Securities they
acquire, hold or transfer for their own accounts. A penalty of $50 per failure
(up to a maximum of $100,000 per calendar year) is imposed by the Code for
failure to report such information to UtiliCorp Capital. The nominee is required
to supply the beneficial owners of the Series A Preferred Securities with the
information furnished to UtiliCorp Capital.
POTENTIAL EXTENSION OF INTEREST PAYMENT PERIOD
Under the Indenture, UtiliCorp has the right to extend from time to time the
interest payment period on the Series A Junior Subordinated Debentures to a
period not exceeding 60 consecutive months. In the event that the interest
payment period is extended, UtiliCorp Capital will continue to accrue income
equal to the amount of the interest payment due at the end of the Extension
Period, on an economic basis over the length of the Extension Period.
Accrued income of UtiliCorp Capital will be allocated, but not distributed,
to holders of record on the Business Day preceding the last day of each calendar
month. As a result, holders of record during an Extension Period will include
interest in gross income in advance of the receipt of cash, and any such holders
who dispose of Series A Preferred Securities prior to the record date for the
payment of dividends following such Extension Period will include interest in
gross income but will not receive any cash related thereto from UtiliCorp
Capital. Similarly, holders of Series A Junior Subordinated Debentures received
upon a liquidation of UtiliCorp Capital or deemed to be owned by the Preferred
Securityholder upon merger of UtiliCorp Capital into a trust that is taxed as a
grantor trust, will include in income, interest on the Series A Junior
Subordinated Debentures as the interest accrues (regardless of the method of
accounting otherwise used), and thus will also recognize income in advance of
the receipt of cash. The tax basis of a Series A Preferred Security will be
increased by the amount of any interest that is included in income without a
receipt of cash, and will be decreased again when and if such cash is
subsequently received from UtiliCorp Capital.
UNITED STATES ALIEN HOLDERS
For purposes of this discussion, a "United States Alien Holder" is any
holder who or which is (i) a nonresident alien individual or (ii) a foreign
corporation, partnership or estate or trust, in either case not subject to
United States federal income tax on a net income basis in respect of a Series A
Preferred Security.
S-24
<PAGE>
Under current United States federal income tax law, subject to the
discussion below with respect to backup withholding:
(i) Payments by UtiliCorp Capital or any of its paying agents to any
holder of a Series A Preferred Security who or which is a United States
Alien Holder will not be subject to United States federal withholding tax
provided that (a) the beneficial owner of the Series A Preferred Security
does not actually or constructively own 10%, or more of the total combined
voting power of all classes of capital stock of UtiliCorp entitled to vote,
(b) the beneficial owner of the Series A Preferred Security is not a
controlled foreign corporation that is related to UtiliCorp through stock
ownership and (c) either (x) the beneficial owner of the Series A Preferred
Security certifies to UtiliCorp Capital or its agent, under penalties of
perjury, that it is a United States Alien Holder and provides its name and
address or (y) the holder of the Series A Preferred Security is a securities
clearing organization, bank or other financial institution that holds
customers' securities in the ordinary course of its trade or business ( a
"financial institution"), and such holder certifies to UtiliCorp Capital or
its agent under penalties of perjury that such statement has been received
from the beneficial owner by it or by a financial institution between it and
the beneficial owner and furnishes UtiliCorp Capital or its agent with a
copy thereof; and
(ii) a United States Alien Holder of a Series A Preferred Security will
generally not be subject to United States federal withholding tax on any
gain realized on the sale or exchange of a Series A Preferred Security
unless such a holder is present in the United States for 183 days or more in
the taxable year of sale and either has a "tax home" in the United States or
certain other requirements are met.
BACKUP WITHHOLDING AND INFORMATION REPORTING
In general, information reporting requirements will apply to payments to
noncorporate United States holders of the proceeds of the sale of Series A
Preferred Securities within the United States and "backup withholding" at a rate
of 31% will apply to such payments if the United States holder fails to provide
an accurate taxpayer identification number.
Payments of the proceeds from the sale by a United States Alien Holder of
Series A Preferred Securities made to or through a foreign office of a broker
generally will not be subject to information reporting or backup withholding,
except that, if the broker is a United States person, a controlled foreign
corporation for United States tax purposes, or a foreign person 50% or more of
whose gross income is effectively connected with a United States trade or
business for a specified three-year period, information reporting may apply to
such payments. Payments of the proceeds from the sale of Series A Preferred
Securities to or through the United States office of a broker is subject to
information reporting and backup withholding unless the holder or beneficial
owner certifies as to its non-United States status or otherwise establishes an
exemption from information reporting and backup withholding.
S-25
<PAGE>
UNDERWRITING
Subject to the terms and conditions of the Underwriting Agreement, UtiliCorp
Capital has agreed to sell to each of the Underwriters named below, and each of
the Underwriters, for whom Goldman, Sachs & Co., Smith Barney Inc., Dean Witter
Reynolds Inc. and PaineWebber Incorporated, are acting as Representatives, has
severally agreed to purchase from UtiliCorp Capital the respective number of
Series A Preferred Securities set forth opposite its name below:
<TABLE>
<CAPTION>
NUMBER OF SERIES A
UNDERWRITER PREFERRED SECURITIES
- -------------------------------------------------------------- --------------------
<S> <C>
Goldman, Sachs & Co...........................................
Smith Barney Inc..............................................
Dean Witter Reynolds Inc......................................
PaineWebber Incorporated......................................
--------
Total.....................................................
--------
--------
</TABLE>
The Underwriters propose to offer the Series A Preferred Securities in part
directly to the public at the initial public offering price set forth on the
cover page of this Prospectus Supplement, and in part to certain securities
dealers at such price less a concession of $ per Series A Preferred
Security. The Underwriters may allow, and such dealers may reallow, a concession
not in excess of $ per Series A Preferred Security to certain brokers and
dealers. After the Series A Preferred Securities are released for sale to the
public, the offering price and other selling terms may from time to time be
varied by the Representatives.
In view of the fact that the proceeds of the sale of the Series A Preferred
Securities will ultimately be used to purchase the Series A Junior Subordinated
Debentures, the Underwriting Agreement provides that UtiliCorp will pay as
compensation ("Underwriters' Compensation"), for the Underwriters' arranging the
investment therein of such proceeds, an amount in New York Clearing House (next
day) funds of $ per Series A Preferred Security ($ per Series A
Preferred Security sold to certain institutions) for the accounts of the several
Underwriters.
UtiliCorp and UtiliCorp Capital have agreed, during the period beginning
from the date of the Underwriting Agreement and continuing to and including the
earlier of (i) the date, after the closing date, on which the distribution of
the Series A Preferred Securities and the Guarantee ceases, as determined by the
Underwriters, or (ii) 90 days after the closing date, not to offer, sell,
contract to sell, or otherwise dispose of any Series A Preferred Securities or
any preferred or any other securities of UtiliCorp Capital or UtiliCorp which
are substantially similar to the Series A Preferred Securities including the
Guarantee, or any securities convertible into or exchangeable for Series A
Preferred Securities, preferred stock or such substantially similar securities
of either UtiliCorp Capital or UtiliCorp, without the prior written consent of
the Underwriters.
In compliance with Section 34 of the Rules of Fair Practice of the National
Association of Securities Dealers, Inc. ("NASD"), no sales of the Series A
Preferred Securities may be made by any NASD member to a discretionary account
without the prior written approval of the transaction by the customer.
Prior to this offering, there has been no public market for the Series A
Preferred Securities. In order to meet one of the requirements for listing the
Series A Preferred Securities on the New York Stock Exchange, the Underwriters
will undertake to sell lots of 100 or more Series A Preferred Securities to a
minimum of 400 beneficial holders. Trading of the Series A Preferred Securities
on the New York Stock Exchange is expected to commence within the seven-day
period after the initial delivery of the Series A Preferred Securities. The
Representatives have advised UtiliCorp that they intend to make a market in the
Series A Preferred Securities prior to commencement of trading on the New York
Stock Exchange, but are not obligated to do so and may discontinue any such
market making at any time without notice.
UtiliCorp Capital and UtiliCorp have agreed to indemnify the Underwriters
against certain liabilities, including liabilities under the Securities Act of
1933, as amended.
S-26
<PAGE>
Certain of the Underwriters engage in transactions with, and from time to
time have performed services for, UtiliCorp and its subsidiaries in the ordinary
course of business.
LEGAL MATTERS
Certain matters of Delaware law relating to the validity of the Series A
Preferred Securities, the validity of the Limited Partnership Agreement and the
formation of UtiliCorp Capital are being passed upon by Richards, Layton &
Finger, P.A., special Delaware counsel to UtiliCorp and UtiliCorp Capital. The
validity of the Indenture, the Guarantee and the Series A Junior Subordinated
Debentures will be passed upon on behalf of UtiliCorp and UtiliCorp Capital by
Blackwell Sanders Matheny Weary & Lombardi L.C., and on behalf of the
Underwriters by Milbank, Tweed, Hadley & McCloy, counsel to the Underwriters.
Blackwell Sanders Matheny Weary & Lombardi L.C. will rely on Richards, Layton &
Finger, P.A. as to certain matters of Delaware law. Statements as to United
States taxation in the Prospectus Supplement in the second paragraph under the
caption "Investment Considerations -- Special Event Redemption or Distribution",
and under the caption "United States Taxation", have been passed upon for
UtiliCorp and UtiliCorp Capital by Blackwell Sanders Matheny Weary & Lombardi
L.C., special tax counsel to UtiliCorp Capital and UtiliCorp, and are stated
herein on their authority.
S-27
<PAGE>
UTILICORP CAPITAL
PREFERRED SECURITIES
GUARANTEED TO THE EXTENT THE ISSUER HAS FUNDS AS SET FORTH HEREIN BY
UTILICORP UNITED INC.
------------------------
UtiliCorp Capital L.P. ("UtiliCorp Capital"), a Delaware special purpose
limited partnership in which UtiliCorp United Inc. ("UtiliCorp" or the
"Company"), a Delaware corporation, is the general partner, may offer, from time
to time, its preferred securities, representing limited partner interests (the
"Preferred Securities"), in one or more series. The payment of periodic cash
distributions ("dividends") with respect to Preferred Securities of any series,
out of moneys held by UtiliCorp Capital, and payments on liquidation or
redemption with respect to the Preferred Securities are guaranteed by UtiliCorp
to the extent described herein (the "Guarantee"). UtiliCorp's obligations under
the Guarantee are subordinate and junior in right of payment to all other
liabilities of UtiliCorp and PARI PASSU with the most senior preferred stock
issued by UtiliCorp. Junior Subordinated Debentures of UtiliCorp ("Junior
Subordinated Debentures") also may be issued and sold from time to time in one
or more series by UtiliCorp to UtiliCorp Capital in connection with the
investment of the proceeds from the offering of Preferred Securities. The Junior
Subordinated Debentures when issued will be unsecured and subordinate and junior
in right of payment to Senior Indebtedness (as defined herein) of UtiliCorp. The
Junior Subordinated Debentures subsequently may be distributed pro rata to
holders of Preferred Securities in connection with the dissolution of UtiliCorp
Capital upon the occurrence of certain events as may be described in an
accompanying Prospectus Supplement (the "Prospectus Supplement").
The Preferred Securities may be offered in amounts, at prices and on terms
to be determined at the time of offering; provided, however, that the aggregate
initial public offering price of all Preferred Securities shall not exceed
$100,000,000. Certain specific terms of Preferred Securities of any series in
respect of which this Prospectus is being delivered will be set forth in the
Prospectus Supplement with respect to such series, including the specific
designation, the aggregate amount, dividend rate (or the method of determining
such rate), dates on which dividends will be payable, liquidation preference,
voting rights, redemption provisions, terms for any conversion or exchange into
other securities, the initial public offering price and any other rights,
preferences, privileges, limitations and restrictions.
The Prospectus Supplement will contain information concerning certain United
States federal income tax considerations, if applicable to the Preferred
Securities offered.
------------------------
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. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
The Preferred Securities will be sold directly, through agents, underwriters
or dealers as designated from time to time, or through a combination of such
methods. If agents of UtiliCorp or any dealers or underwriters are involved in
the sale of the Preferred Securities in respect of which this Prospectus is
being delivered, the names of such agents, dealers or underwriters and any
applicable commissions or discounts will be set forth in or may be calculated
from the Prospectus Supplement with respect to such Preferred Securities.
THE DATE OF THIS PROSPECTUS IS , 1995.
<PAGE>
AVAILABLE INFORMATION
UtiliCorp 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.
No separate financial statements of UtiliCorp Capital have been included
herein. UtiliCorp and UtiliCorp Capital do not consider that such financial
statements would be material to holders of Preferred Securities because
UtiliCorp Capital is a newly formed special purpose entity, has no operating
history, has no independent operations and is not engaged in, and does not
propose to engage in, any activity other than as set forth below. UtiliCorp
Capital is a limited partnership formed under the laws of the State of Delaware.
UtiliCorp is the sole general partner in UtiliCorp Capital and, as of the date
hereof, directly or indirectly beneficially owns all of UtiliCorp Capital's
partnership interests. See "UtiliCorp Capital".
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by UtiliCorp with the Commission pursuant to
the Exchange Act are incorporated in this Prospectus by reference:
(a) UtiliCorp's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994; and
(b) UtiliCorp's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1995.
All documents filed by UtiliCorp 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.
UtiliCorp 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>
UTILICORP CAPITAL
UtiliCorp Capital is a limited partnership formed under the laws of the
State of Delaware. UtiliCorp Capital exists for the sole purpose of issuing its
partnership interests and investing the net proceeds from the issuance of
limited partner interests in UtiliCorp Capital in Junior Subordinated Debentures
or other similar debt instruments of UtiliCorp and investing the proceeds of all
capital contributions by its General Partner (as defined below) in specified
investments. All of its partnership interests, as of the date hereof, are
beneficially owned, directly or indirectly, by UtiliCorp. UtiliCorp is the sole
general partner in UtiliCorp Capital (the "General Partner"). UCU Finance Corp.,
a Delaware corporation and wholly-owned subsidiary of UtiliCorp ("UCU Finance"),
is, as of the date hereof, the sole limited partner in UtiliCorp Capital. Upon
the issuance of Preferred Securities, which securities represent limited partner
interests in UtiliCorp Capital, UCU Finance will remain as a limited partner but
will have no interest in the profits and dividends or the assets of UtiliCorp
Capital. UtiliCorp Capital has a term of approximately 99 years, unless earlier
dissolved. UtiliCorp Capital's registered office in the State of Delaware is c/o
The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street,
Wilmington, New Castle County, Delaware 19801, telephone: (302) 658-7581. All of
UtiliCorp Capital's business and affairs will be conducted by UtiliCorp, as the
sole general partner. The principal place of business of UtiliCorp Capital is
c/o UtiliCorp United Inc., 911 Main, Suite 3000, Kansas City, Missouri 64105,
telephone number (816) 421-6600.
UTILICORP UNITED INC.
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 through a
Canadian subsidiary, West Kootenay Power, Ltd. UtiliCorp also holds a 33%
interest through a majority-owned subsidiary in a New Zealand electric
distribution company. The Company 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 utility 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.
3
<PAGE>
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
AND EARNINGS TO COMBINED FIXED CHARGES AND
PREFERRED AND PREFERENCE STOCK DIVIDENDS OF UTILICORP
For the twelve-month period ended March 31, 1995 and the last five fiscal
years, the ratios of earnings to fixed charges and earnings to combined fixed
charges and preferred and preference stock dividends of UtiliCorp, computed as
set forth below, were as follows:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
TWELVE MONTHS ENDED -----------------------------------------------------
MARCH 31, 1995 1994 1993 1992 1991 1990
--------------------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges.................. 2.09 2.21 1.99 1.73 2.27 2.02
Ratio of earnings to combined fixed charges and
preferred and preference stock dividends........... 2.04 2.13 1.82 1.58 2.00 1.73
</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.
The ratio of earnings to combined fixed charges and preferred and preference
stock dividends represents the number of times combined fixed charges and
preference stock dividends are covered by earnings. For purposes of computing
this ratio, earnings consist of income before income taxes, plus fixed charges
and preferred and preference stock dividend requirements. 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. Preferred and preference stock dividend requirements are
computed by increasing preferred and preference stock dividends by an amount
representing the pre-tax earnings which would be required to cover such
preferred and preference stock dividend requirements.
USE OF PROCEEDS
UtiliCorp Capital will invest all proceeds received from the sale of
Preferred Securities in Junior Subordinated Debentures. Unless otherwise
specified in the Prospectus Supplement, the net proceeds to be received by
UtiliCorp from the sale of Junior Subordinated Debentures will be used to reduce
outstanding short-term borrowings incurred for construction and acquisitions and
for general corporate purposes. At March 31, 1995, UtiliCorp had outstanding
short-term borrowings (excluding current maturities of long-term debt) of $229.4
million with a weighted average interest rate of 6.58%.
As discussed under "UtiliCorp United Inc.", 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.
4
<PAGE>
DESCRIPTION OF THE PREFERRED SECURITIES
UtiliCorp Capital may issue, from time to time, Preferred Securities, in one
or more series, having terms described in the Prospectus Supplement relating
thereto. The agreement of limited partnership of UtiliCorp Capital will be
amended and restated (as so amended and restated, the "Limited Partnership
Agreement") to authorize the establishment of one or more series of Preferred
Securities, having such terms, including dividends, redemption, voting,
liquidation rights and such other preferred, deferred or other special rights or
such restrictions as shall be set forth therein or otherwise established by the
General Partner pursuant thereto. Reference is made to the Prospectus Supplement
relating to the Preferred Securities of a particular series for specific terms,
including (i) the distinctive designation of such series which shall distinguish
it from other series; (ii) the number of Preferred Securities included in such
series, which number may be increased or decreased from time to time unless
otherwise provided by the General Partner in creating the series; (iii) the
annual dividend rate (or method of determining such rate) for Preferred
Securities of such series and the date or dates upon which such dividends shall
be payable, provided, however, dividends on any series of Preferred Securities
shall be payable on a monthly basis to holders of such series of Preferred
Securities as of a record date in each month during which such series of
Preferred Securities are outstanding; (iv) whether dividends on Preferred
Securities of such series shall be cumulative, and, in the case of Preferred
Securities of any series having cumulative dividend rights, the date or dates or
method of determining the date or dates from which dividends on Preferred
Securities of such series shall be cumulative; (v) the amount or amounts which
shall be paid out of the assets of UtiliCorp Capital to the holders of Preferred
Securities of such series upon voluntary or involuntary dissolution, winding-up
or termination of UtiliCorp Capital; (vi) the price or prices at which, the
period or periods within which and the terms and conditions upon which Preferred
Securities of such series may be redeemed or purchased, in whole or in part, at
the option of UtiliCorp Capital or the General Partner; (vii) the obligation, if
any, of UtiliCorp Capital to purchase or redeem Preferred Securities of such
series and the price or prices at which, the period or periods within which and
the terms and conditions upon which Preferred Securities of such series shall be
purchased or redeemed, in whole or in part, pursuant to such obligation; (viii)
the voting rights, if any, of Preferred Securities of such series in addition to
those required by law, including the number of votes per Preferred Security and
any requirement for the approval by the holders of Preferred Securities, or of
Preferred Securities of one or more series, or of both, as a condition to
specified action or amendments to the Limited Partnership Agreement; and (ix)
any other relative rights, preferences, privileges, limitations or restrictions
of Preferred Securities of the series not inconsistent with the Limited
Partnership Agreement or with applicable law. All Preferred Securities offered
hereby will be guaranteed by UtiliCorp to the extent set forth below under
"Description of the Guarantee". Any applicable federal income tax considerations
applicable to any offering of Preferred Securities will be described in the
Prospectus Supplement relating thereto.
DESCRIPTION OF THE GUARANTEE
Set forth below is a summary of information concerning the Guarantee which
will be executed and delivered by UtiliCorp for the benefit of the holders from
time to time of Preferred Securities. The summary does not purport to be
complete and is subject in all respects to the provisions of, and is qualified
in its entirety by reference to, the Guarantee, which is filed as an exhibit to
the Registration Statement of which this Prospectus forms a part.
GENERAL
UtiliCorp will irrevocably and unconditionally agree, to the extent set
forth herein, to pay in full, to the holders of the Preferred Securities of each
series, the Guarantee Payments (as defined below) (except to the extent paid by
UtiliCorp Capital), as and when due, regardless of any defense, right of set-off
or counterclaim which UtiliCorp Capital may have or assert. The following
payments with respect to any series of Preferred Securities to the extent not
paid by UtiliCorp Capital (the "Guarantee Payments") will be subject to the
Guarantee (without duplication): (i) any accrued and unpaid dividends which are
required to be paid on the Preferred Securities of such series, to the extent
UtiliCorp Capital shall have
5
<PAGE>
funds legally available therefor, (ii) the redemption price, including all
accrued and unpaid dividends (the "Redemption Price"), payable out of funds
legally available therefor with respect to any Preferred Securities called for
redemption by UtiliCorp Capital and (iii) upon a liquidation of UtiliCorp
Capital, the lesser of (a) the aggregate of the liquidation preference and all
accrued and unpaid dividends on the Preferred Securities of such series to the
date of payment and (b) the amount of assets of UtiliCorp Capital remaining
available for distribution to holders of Preferred Securities of such series in
liquidation of UtiliCorp Capital. UtiliCorp's obligation to make a Guarantee
Payment may be satisfied by direct payment of the required amounts by UtiliCorp
to the holders of Preferred Securities or by causing UtiliCorp Capital to pay
such amounts to such holders.
CERTAIN COVENANTS OF UTILICORP
In the Guarantee, UtiliCorp will covenant that, so long as any Preferred
Securities remain outstanding, UtiliCorp will not declare or pay any dividend
on, or redeem, purchase, acquire or make a liquidation payment with respect to,
any of its capital stock or make any guarantee payment with respect to the
foregoing if at such time UtiliCorp shall be in default with respect to its
payment or other obligations under the Guarantee or there shall have occurred
any event that would constitute an Event of Default under the Indenture.
AMENDMENTS AND ASSIGNMENT
Except with respect to any changes which do not adversely affect the rights
of holders of Preferred Securities (in which case no vote will be required), the
Guarantee may be changed only with the prior approval of the holders of not less
than 66-2/3% in liquidation preference of the outstanding Preferred Securities.
The manner of obtaining any such approval of holders of the Preferred Securities
of each series will be as set forth in an accompanying Prospectus Supplement.
All guarantees and agreements contained in the Guarantee shall bind the
successors, assigns, receivers, trustees and representatives of UtiliCorp and
shall inure to the benefit of the holders of the Preferred Securities then
outstanding.
TERMINATION OF THE GUARANTEE
The Guarantee will terminate and be of no further force and effect as to the
Preferred Securities of any series upon full payment of the Redemption Price of
all Preferred Securities of such series, and will terminate completely upon full
payment of the amounts payable upon liquidation of UtiliCorp Capital. The
Guarantee will continue to be effective or will be reinstated, as the case may
be, if at any time any holder of Preferred Securities of any series must restore
payment of any sums paid under such series of Preferred Securities or the
Guarantee.
STATUS OF THE GUARANTEE
The Guarantee will constitute an unsecured obligation of UtiliCorp and will
rank (i) subordinate and junior in right of payment to all liabilities of
UtiliCorp, (ii) PARI PASSU with the most senior preferred or preference stock
now or hereafter issued by UtiliCorp and with any guarantee now or hereafter
entered into by UtiliCorp in respect of any preferred or preference stock of any
affiliate of UtiliCorp and (iii) senior to UtiliCorp's common stock. The Limited
Partnership Agreement provides that each holder of Preferred Securities by
acceptance thereof agrees to the subordination provisions and other terms of the
Guarantee.
The Guarantee will constitute a guarantee of payment and not of collection.
The Guarantee will be deposited with the General Partner to be held for the
benefit of the holders of each series of the Preferred Securities. In the event
of the appointment of a Special Representative to, among other things, enforce
the Guarantee, the Special Representative may take possession of the Guarantee
for such purpose. If no Special Representative has been appointed to enforce the
Guarantee, the General Partner has the right to enforce the Guarantee on behalf
of the holders of each series of the Preferred Securities. The holders of not
less than 10% in aggregate liquidation preference of the Preferred Securities
have the right to direct the time, method and place of conducting any proceeding
for any remedy available in respect of the Guarantee, including the giving of
directions to the General Partner or the Special Representative, as the case may
be. If the General Partner or the Special Representative fails to enforce the
Guarantee as
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above provided, any holder of Preferred Securities may institute a legal
proceeding directly against UtiliCorp to enforce its rights under the Guarantee,
without first instituting a legal proceeding against UtiliCorp Capital or any
other person or entity. The Guarantee will not be discharged except by payment
of the Guarantee Payments in full to the extent not paid by UtiliCorp Capital
and by complete performance of all obligations under the Guarantee.
GOVERNING LAW
The Guarantee will be governed by and construed in accordance with the laws
of the State of New York.
DESCRIPTION OF THE JUNIOR SUBORDINATED DEBENTURES
Junior Subordinated Debentures may be issued from time to time in one or
more series under an Indenture, dated as of June , 1995 (the "Indenture"),
between UtiliCorp and UMB Bank, N.A., as Trustee (the "Trustee"). The following
summary does not purport to be complete and is subject in all respects to the
provisions of, and is qualified in its entirety by reference to, the Indenture,
which is filed as an exhibit to the Registration Statement of which this
Prospectus forms a part. Whenever particular provisions or defined terms in the
Indenture are referred to herein, such provisions or defined terms are
incorporated by reference herein. Section and Article references used herein are
references to provisions of the Indenture unless otherwise noted.
GENERAL
The Junior Subordinated Debentures will be unsecured, subordinated
obligations of UtiliCorp. The Indenture does not limit the aggregate principal
amount of Junior Subordinated Debentures which may be issued thereunder and
provides that the Junior Subordinated Debentures may be issued thereunder from
time to time in one or more series.
The Junior Subordinated Debentures are issuable in one or more series
pursuant to an indenture supplemental to the Indenture or a resolution of
UtiliCorp's Board of Directors or a special committee thereof (each, a
"Supplemental Indenture") (Sections 201 and 301). The aggregate principal amount
of Junior Subordinated Debentures relating to Preferred Securities of any series
will be set forth in the Prospectus Supplement for such series and will be equal
to the aggregate liquidation preference of the Preferred Securities for such
series. Junior Subordinated Debentures relating to Preferred Securities of any
series subsequently may be distributed pro rata to holders of Preferred
Securities of such series in connection with the dissolution of UtiliCorp
Capital upon the occurrence of certain events described in the Prospectus
Supplement relating to the Preferred Securities of such series.
Reference is made to the Prospectus Supplement which will accompany this
Prospectus for the following terms of the series of Junior Subordinated
Debentures being offered thereby: (i) the specific title of such Junior
Subordinated Debentures; (ii) any limit on the aggregate principal amount of
such Junior Subordinated Debentures; (iii) the date or dates on which the
principal of such Junior Subordinated Debentures is payable; (iv) the rate or
rates at which such Junior Subordinated Debentures will bear interest or the
method of determination of such rate or rates; (v) the date or dates from which
such interest shall accrue, the interest payment dates on which such interest
will be payable or the manner of determination of such interest payment dates
and the record dates for the determination of holders to whom interest is
payable on any such interest payment dates; (vi) the right, if any, to extend
the interest payment periods and the duration of such extension; (vii) the
period or periods within which, the price or prices at which and the terms and
conditions upon which such Junior Subordinated Debentures may be redeemed, in
whole or in part, at the option of UtiliCorp; (viii) the obligation, if any, of
UtiliCorp to redeem or purchase such Junior Subordinated Debentures pursuant to
any sinking fund or analogous provisions or at the option of the holder thereof
and the period or periods, the price or prices at which, and the terms and
conditions upon which, such Junior Subordinated Debentures shall be redeemed or
purchased, in whole or part, pursuant to such obligation; (ix) the form of such
Junior Subordinated Debentures; (x) if other than denominations of $25 or any
integral multiple thereof, the denominations in
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which such Junior Subordinated Debentures shall be issuable; (xi) any and all
other terms with respect to such series; and (xii) whether such Junior
Subordinated Debentures are issuable as a global security, and in such case, the
identity of the depository.
SUBORDINATION
The Indenture provides that the Junior Subordinated Debentures are
subordinate and junior in right of payment to all Senior Indebtedness (as
defined below) of UtiliCorp as provided in the Indenture. No payment of
principal of (including redemption and sinking fund payments), premium, if any,
or interest on, the Junior Subordinated Debentures may be made if any Senior
Indebtedness is not paid when due, any applicable grace period with respect to
such default has ended and such default has not been cured or waived, or if the
maturity of any Senior Indebtedness has been accelerated because of a default.
Upon any distribution of assets of UtiliCorp to creditors upon any dissolution,
winding-up, liquidation or reorganization, whether voluntary or involuntary or
in bankruptcy, insolvency, receivership or other proceedings, all principal of,
and premium, if any, and interest due or to become due on, all Senior
Indebtedness must be paid in full before the holders of the Junior Subordinated
Debentures are entitled to receive or retain any payment. The rights of the
holders of the Junior Subordinated Debentures will be subrogated to the rights
of the holders of Senior Indebtedness to receive payments or distributions
applicable to Senior Indebtedness until all amounts owing on the Junior
Subordinated Debentures are paid in full. (Sections 1301 to 1303). However,
since the vast majority of UtiliCorp's Senior Indebtedness currently is not
secured and ranks PARI PASSU with other unsecured indebtedness of UtiliCorp,
rights of subrogation currently do not improve the position of the holders of
the Junior Subordinated Debentures in relation to the holders of any other
unsecured indebtedness of UtiliCorp.
The term "Senior Indebtedness" shall mean the principal of, premium, if any,
interest on and any other payment due pursuant to any of the following, whether
outstanding at the date of execution of the Indenture or thereafter incurred,
created or assumed:
(a) all indebtedness of UtiliCorp evidenced by notes, debentures, bonds
or other securities sold by UtiliCorp for money;
(b) all indebtedness of others of the kinds described in the preceding
clause (a) assumed by or guaranteed in any manner by UtiliCorp or in effect
guaranteed by UtiliCorp; and
(c) all renewals, extensions or refundings of indebtedness of the kinds
described in any of the preceding clauses (a) and (b);
unless, in the case of any particular indebtedness, renewal, extension or
refunding, the instrument creating or evidencing the same or the assumption or
guarantee of the same expressly provides that such indebtedness, renewal,
extension or refunding is not superior in right of payment to or is PARI PASSU
with the Junior Subordinated Debentures. Such Senior Indebtedness shall continue
to be Senior Indebtedness and entitled to the benefits of the subordination
provisions irrespective of any amendment, modification or waiver of any term of
such Senior Indebtedness. (Section 101).
The Indenture does not limit the aggregate amount of Senior Indebtedness
which may be issued. As of March 31, 1995, Senior Indebtedness of UtiliCorp
aggregated approximately $1,239.7 million.
CERTAIN COVENANTS OF UTILICORP
UtiliCorp will covenant that it will not declare or pay any dividend on, or
redeem, purchase, acquire or make a distribution or liquidation payment with
respect to, any of its capital stock, if at such time (i) there shall have
occurred any event that would constitute an Event of Default under the
Indenture, (ii) UtiliCorp shall be in default with respect to its payment of any
obligations under the Guarantee or (iii) UtiliCorp shall have given notice of
its selection of an extended interest payment period as provided in the
Indenture and such period, or any extension thereof, shall be continuing.
(Section 1009). UtiliCorp will also covenant so long as UtiliCorp Capital does
not merge, consolidate, or amalgamate with or into, or is not replaced by, or
does not convey, transfer or lease to, a trust as permitted without the consent
of holders of the Preferred Securities under the Limited Partnership Agreement
(i) to remain the sole
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general partner of UtiliCorp Capital and maintain 100% ownership of the general
partner interests thereof; provided that any permitted successor of UtiliCorp
under the Indenture may succeed to UtiliCorp's duties as General Partner, (ii)
to contribute capital to the extent required to maintain its capital at an
amount equal to at least 3% of the total capital contributions to UtiliCorp
Capital, (iii) not to voluntarily dissolve, wind-up or terminate UtiliCorp
Capital, except in connection with the distribution of Junior Subordinated
Debentures to the holders of Preferred Securities in liquidation of UtiliCorp
Capital and in connection with certain mergers, consolidations, amalgamations,
replacements, conveyances, transfers or leases permitted by the Limited
Partnership Agreement, (iv) to timely perform all of its duties as the general
partner in UtiliCorp Capital (including the duty to pay dividends on the
Preferred Securities) and (v) to use its reasonable efforts to cause UtiliCorp
Capital to remain a limited partnership and otherwise continue to be treated as
a partnership for United States federal income tax purposes. (Section 1010)
FORM, EXCHANGE, REGISTRATION AND TRANSFER
Junior Subordinated Debentures of each series will be issued in registered
form and in either certificated form or will be represented by one or more
global securities. If not represented by one or more global securities, Junior
Subordinated Debentures may be presented for registration of transfer (with the
form of transfer endorsed thereon duly executed) or exchange, at the office of
the Debenture Registrar or at the office of any transfer agent designated by
UtiliCorp for such purpose with respect to any series of Junior Subordinated
Debentures and referred to in an applicable Prospectus Supplement, without
service charge and upon payment of any taxes and other governmental charges as
described in the relevant Indenture. Such transfer or exchange will be effected
upon the Debenture Registrar or such transfer agent, as the case may be, being
satisfied with the documents of title and identity of the person making the
request. UtiliCorp has appointed the Trustee as Debenture Registrar with respect
to the Junior Subordinated Debentures. (Section 305). If a Prospectus Supplement
refers to any transfer agents (in addition to the Debenture Registrar) initially
designated by UtiliCorp with respect to any series of Junior Subordinated
Debentures, UtiliCorp may at any time rescind the designation of any such
transfer agent or approve a change in the location through which any such
transfer agent acts, except that UtiliCorp will be required to maintain a
transfer agent in each Place of Payment for such series. (Section 1002).
UtiliCorp may at any time designate additional transfer agents with respect to
any series of Junior Subordinated Debentures.
In the event of any redemption in part, UtiliCorp shall not be required to
(i) issue, register the transfer of or exchange any Junior Subordinated
Debentures during a period beginning at the opening of business 15 days before
the day of mailing of a notice of redemption of Junior Subordinated Debentures
of the series selected for redemption and ending at the close of business on the
date of such mailing and (ii) register the transfer of or exchange any Junior
Subordinated Debentures so selected for redemption, in whole or in part, except
the unredeemed portion of any Junior Subordinated Debenture being redeemed in
part. (Section 305).
PAYMENT AND PAYING AGENTS
Unless otherwise indicated in an applicable Prospectus Supplement, payment
of principal of and premium (if any) on any Junior Subordinated Debenture will
be made only against surrender to the Paying Agent of such Junior Subordinated
Debenture. Unless otherwise indicated in an applicable Prospectus Supplement,
principal of and any premium and interest, if any, on Junior Subordinated
Debentures will be payable, subject to any applicable laws and regulations, at
the office of such Paying Agent or Paying Agents as UtiliCorp may designate from
time to time, except that at the option of UtiliCorp payment of any interest may
be made by check mailed to the address of the person entitled thereto as such
address shall appear in the Debenture Register with respect to such Junior
Subordinated Debentures. (Section 1003). Unless otherwise indicated in an
applicable Prospectus Supplement, payment of interest on a Junior Subordinated
Debenture on any Interest Payment Date will be made to the person in whose name
such Junior Subordinated Debenture (or Predecessor Security) is registered at
the close of business on the Regular Record Date for such interest payment.
(Section 302).
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UtiliCorp may act as Paying Agent with respect to the Junior Subordinated
Debentures. UtiliCorp may at any time designate additional Paying Agents or
rescind the designation of any Paying Agents or approve a change in the office
through which any Paying Agent acts, except that UtiliCorp will be required to
maintain a Paying Agent in each Place of Payment for each series of the
respective Junior Subordinated Debentures. (Sections 1002 and 1003).
All moneys paid by UtiliCorp to a Paying Agent for the payment of the
principal of or premium or interest, if any, on any Junior Subordinated
Debenture of any series which remain unclaimed at the end of three years after
such principal, premium, if any, or interest shall have become due and payable
will be repaid to UtiliCorp and the holder of such Junior Subordinated Debenture
will thereafter look only to UtiliCorp for payment thereof. (Section 1003).
GLOBAL DEBENTURES
If any Junior Subordinated Debentures of a series are represented by one or
more global securities, the applicable Prospectus Supplement will describe the
circumstances, if any, under which beneficial owners of interests in any such
Global Debenture may exchange such interests for Junior Subordinated Debentures
of such series and of like tenor and principal amount in any authorized form and
denomination. Principal of and any premium and interest on a Global Debenture
will be payable in the manner described in the applicable Prospectus Supplement.
The specific terms of the depository arrangement with respect to any portion
of a series of Junior Subordinated Debentures to be represented by a Global
Debenture will be described in the applicable Prospectus Supplement.
MODIFICATION OF THE INDENTURE
The Indenture contains provisions permitting UtiliCorp and the Trustee, with
the consent of the holders of not less than a majority in principal amount of
the Junior Subordinated Debentures of each series which are affected by the
modification, to modify the Indenture or any supplemental indenture affecting
that series or the rights of the holders of that series of Junior Subordinated
Debentures; provided, that no such modification may, without the consent of the
holder of each outstanding Junior Subordinated Debenture affected thereby, (i)
change the maturity (whether fixed by its terms or by its terms extendible at
the option of the Company) of any Junior Subordinated Debentures of any series,
or reduce the principal amount thereof, or reduce the rate or extend the time of
payment of interest thereon, or reduce any premium payable upon the redemption
thereof, without the consent of the holder of each Junior Subordinated Debenture
so affected or (ii) reduce the percentage of Junior Subordinated Debentures, the
holders of which are required to consent to any such supplemental indenture,
without the consent of the holders of each Junior Subordinated Debenture then
outstanding and affected thereby. (Section 902).
In addition, UtiliCorp and the Trustee may execute, without the consent of
any holder of Junior Subordinated Debentures, any supplemental indenture for
certain other usual purposes including the creation of any new series of Junior
Subordinated Debentures. (Sections 301, 801 and 901).
EVENTS OF DEFAULT
The Indenture provides that any one or more of the following described
events, which has occurred and is continuing, constitutes an "Event of Default"
with respect to each series of Junior Subordinated Debentures:
(a) failure for 10 days to pay interest on the Junior Subordinated
Debentures of that series, including any Additional Interest in respect
thereof, when due; or
(b) failure to pay principal or premium, if any, on the Junior
Subordinated Debentures of that series when due whether at maturity, upon
redemption by declaration or otherwise, or to make any sinking or analogous
fund payment with respect to that series; or
(c) failure to observe or perform any other covenant (other than those
specifically relating to another series) contained in the Indenture for 90
days after notice; or
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(d) the dissolution, winding-up or termination of UtiliCorp Capital,
except in connection with the distribution of Junior Subordinated Debentures
to the holders of Preferred Securities in liquidation of UtiliCorp Capital
and in connection with certain mergers, consolidations, amalgamations,
replacements, conveyances, transfers or leases permitted by the Limited
Partnership Agreement; or
(e) certain events in bankruptcy, insolvency or reorganization of
UtiliCorp. (Section 501).
The holders of a majority in aggregate outstanding principal amount of any
series of the Junior Subordinated Debentures have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee for that series. (Section 512). The Trustee or the holders of not less
than 25% in aggregate outstanding principal amount of any particular series of
the Junior Subordinated Debentures may declare the principal due and payable
immediately on an Event of Default with respect to such series, but the holders
of a majority in aggregate outstanding principal amount of such series may annul
such declaration and waive the default if the default has been cured and a sum
sufficient to pay all matured installments of interest and principal and any
premium has been deposited with the Trustee. (Sections 502 and 512).
The holders of a majority in aggregate outstanding principal amount of all
series of the Junior Subordinated Debentures affected thereby may, on behalf of
the holders of all the Junior Subordinated Debentures of such series, waive any
past default, except a default in the payment of principal, premium, if any, or
interest. (Section 513). UtiliCorp is required to file annually with the Trustee
a certificate as to whether or not UtiliCorp is in compliance with all the
conditions and covenants under the Indenture. (Section704(4)).
CONSOLIDATION, MERGER AND SALE
The Indenture contains a provision permitting UtiliCorp, 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 UtiliCorp, provided that: (i) the successor is a corporation
organized under the laws of any domestic jurisdiction; (ii) the successor
corporation, if other than UtiliCorp, assumes UtiliCorp's obligations on the
Junior Subordinated 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 UtiliCorp, such as a
leveraged buyout. However, issuance of debt securities by the Company requires
regulatory approval.
DEFEASANCE AND DISCHARGE
Under the terms of the Indenture, UtiliCorp will be discharged from any and
all obligations in respect of the Junior Subordinated Debentures of any series
(except in each case for certain obligations to register the transfer or
exchange of Junior Subordinated Debentures, replace stolen, lost or mutilated
Junior Subordinated Debentures, maintain paying agencies and hold moneys for
payment in trust) or need not comply with certain restrictive covenants if
UtiliCorp deposits with the Trustee, in trust, moneys or U.S. Government
Obligations, in an amount sufficient to pay all the principal of, and interest
on, the Junior Subordinated Debentures of such series on the dates such payments
are due in accordance with the terms of such Junior Subordinated Debentures.
(Sections 402, 403 and 1008).
GOVERNING LAW
The Indenture and the Junior Subordinated Debentures will be governed by,
and construed in accordance with, the laws of the State of New York. (Section
112).
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INFORMATION CONCERNING THE TRUSTEE
The Trustee, prior to an Event of Default, undertakes to perform only such
duties as are specifically set forth in the Indenture and, after an Event of
Default, shall exercise the same degree of care as a prudent individual would
exercise in the conduct of his or her own affairs. (Section 601). Subject to
such provision, the Trustee is under no obligation to exercise any of the powers
vested in it by the Indenture at the request of any holder of Junior
Subordinated Debentures, unless offered reasonable indemnity by such holder
against the costs, expenses and liabilities which might be incurred thereby.
(Section 603). The Trustee is not required to expand or risk its own funds or
otherwise incur personal financial liability in the performance of its duties if
the Trustee reasonably believes that repayment or adequate indemnity is not
reasonably assured to it. (Section 601).
UtiliCorp maintains a deposit account and banking relationship with the
Trustee. The Trustee serves as trustee under another indenture under which there
are no debt securities outstanding.
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PLAN OF DISTRIBUTION
UtiliCorp Capital may sell any series of Preferred Securities being offered
hereby in one or more of the following ways from time to time: (i) to
underwriters for resale to the public or to institutional investors; (ii)
directly to institutional investors; or (iii) through agents to the public or to
institutional investors. The Prospectus Supplement with respect to each series
of Preferred Securities will set forth the terms of the offering of such
Preferred Securities, including the name or names of any underwriters or agents,
the purchase price of such Preferred Securities and the proceeds to UtiliCorp
Capital, as the case may be, from such sale, any underwriting discounts or
agency fees and other items constituting underwriters' or agents' compensation,
any initial public offering price, any discounts or concessions allowed or
reallowed or paid to dealers and any securities exchanges on which such
Preferred Securities may be listed.
If underwriters are used in the sale, such Preferred 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.
Unless otherwise set forth in the Prospectus Supplement, the obligations of
the underwriters to purchase any series of Preferred Securities will be subject
to certain conditions precedent and the underwriters will be obligated to
purchase all of such series of Preferred Securities, if any are purchased. In
the event of a default of one or more of the underwriters involving not more
than one-eleventh of the aggregate number of Preferred Securities offered for
sale, the non-defaulting underwriters would be required to purchase the
Preferred Securities agreed to be purchased by such defaulting underwriter or
underwriters. In the event of a default in excess of one-eleventh of the
aggregate number of Preferred Securities, then UtiliCorp Capital may, at its
option, sell to the non-defaulting underwriters all of the Preferred Securities
which such underwriters have committed to purchase.
Underwriters and agents may be entitled under agreements entered into with
UtiliCorp and/or UtiliCorp Capital to indemnification by UtiliCorp and/or
UtiliCorp Capital against certain civil liabilities, including liabilities under
the Securities Act of 1933, or to contribution with respect to payments which
the underwriters or agents may be required to make in respect thereof.
Underwriters and agents may be customers of, engage in transactions with, or
perform services for UtiliCorp in the ordinary course of business.
Each series of Preferred Securities will be a new issue of securities and
will have no established trading market. Any underwriters to whom Preferred
Securities are sold by UtiliCorp Capital for public offering and sale may make a
market in such Preferred Securities, but such underwriters will not be obligated
to do so and may discontinue any market making at any time without notice. The
Preferred Securities may or may not be listed on a national securities exchange.
EXPERTS
The consolidated financial statements and schedules included in UtiliCorp's
Annual Report on Form 10-K for the years ended December 31, 1994, 1993 and 1992
which are incorporated by reference in this Prospectus, have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are incorporated herein in reliance upon the
authority of said firm as experts in giving said reports.
LEGAL OPINIONS
Certain legal matters in connection with the Preferred Securities will be
passed upon for UtiliCorp by Blackwell Sanders Matheny Weary & Lombardi L.C.,
and for the purchasers or underwriters by Milbank, Tweed, Hadley & McCloy, New
York, New York. Certain matters of Delaware law relating to the validity of the
Preferred Securities will be passed upon by Richards, Layton & Finger, P.A., as
special Delaware counsel for UtiliCorp and UtiliCorp Capital. Blackwell Sanders
Matheny Weary & Lombardi L.C. will rely on the opinion of Richards, Layton &
Finger, P.A. as to certain matters of Delaware law.
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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
SUPPLEMENT OR THE PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS
PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY SECURITY OTHER THAN SECURITIES DESCRIBED IN
THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS OR AN OFFER TO SELL, OR THE
SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES 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 SUPPLEMENT OR THE
PROSPECTUS NOR ANY SALE MADE HEREUNDER OR THEREUNDER SHALL UNDER ANY
CIRCUMSTANCES CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN OR
THEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE OF SUCH INFORMATION.
-------------------
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
UtiliCorp Capital.............................. S-3
UtiliCorp United Inc........................... S-3
Investment Considerations...................... S-4
Recent Developments............................ S-5
Summary Financial and Operating Information of
UtiliCorp..................................... S-6
Capitalization of UtiliCorp.................... S-8
Use of Proceeds................................ S-8
Description of the Series A Preferred
Securities.................................... S-8
Description of the Series A Junior Subordinated
Debentures.................................... S-18
Effect of Obligations under the Series A Junior
Subordinated Debentures and the Guarantee..... S-22
United States Taxation......................... S-23
Underwriting................................... S-26
Legal Matters.................................. S-27
PROSPECTUS
Available Information.......................... 2
Incorporation of Certain Documents by
Reference..................................... 2
UtiliCorp Capital.............................. 3
UtiliCorp United Inc........................... 3
Consolidated Ratios of Earnings to Fixed
Charges and Earnings to Combined Fixed Charges
and Preferred and Preference Stock Dividends
of UtiliCorp.................................. 4
Use of Proceeds................................ 4
Description of the Preferred Securities........ 5
Description of the Guarantee................... 5
Description of the Junior Subordinated
Debentures.................................... 7
Plan of Distribution........................... 13
Experts........................................ 13
Legal Opinions................................. 13
</TABLE>
PREFERRED SECURITIES
UTILICORP CAPITAL
% CUMULATIVE
MONTHLY INCOME PREFERRED SECURITIES,
SERIES A
GUARANTEED TO THE EXTENT THE ISSUER
HAS FUNDS AS SET FORTH
HEREIN BY
UTILICORP UNITED INC.
-----------------
PROSPECTUS SUPPLEMENT
-----------------
GOLDMAN, SACHS & CO.
SMITH BARNEY INC.
DEAN WITTER REYNOLDS INC.
PAINEWEBBER INCORPORATED
REPRESENTATIVES OF THE UNDERWRITERS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
- ----- ------------------------------------------------------------------------------------------------
<S> <C>
*1 -- Form of Underwriting Agreement.
*4(a) -- Form of Indenture between UtiliCorp and UMB Bank, N.A., as Trustee.
*4(b) -- Form of First Supplemental Indenture to Indenture.
*4(c) -- Certificate of Limited Partnership of UtiliCorp Capital.
*4(d) -- Form of Amended and Restated Agreement of Limited Partnership of UtiliCorp
Capital.
*4(e) -- Form of Action of General Partner of UtiliCorp Capital.
*4(f) -- Form of Preferred Security (included in Exhibit 4(d) above).
*4(g) -- Form of Guarantee Agreement with respect to Preferred Securities.
*5(a) -- Opinion of Blackwell Sanders Matheny Weary & Lombardi L.C.
*5(b) -- Opinion of Richards, Layton & Finger, P.A.
*8 -- Opinion of Blackwell Sanders Matheny Weary & Lombardi L.C.
*12 -- Computations of consolidated ratio of earnings to fixed charges and consolidated ratio of
earnings to combined fixed charges and preferred and preference stock dividend requirements.
*23(a) -- Consent of Arthur Andersen LLP.
*23(b) -- Consent of Blackwell Sanders Matheny Weary & L.C. (included in Exhibit 5(a) above).
*23(c) -- Consent of Blackwell Sanders Matheny Weary & L.C. (included in Exhibit 8 above).
*23(d) -- Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5(b) above).
*24 -- Powers of Attorney executed by certain officers and the Board of Directors of UtiliCorp United
Inc.
*25 -- Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of UMB Bank, N.A.,
as Trustee under the Indenture.
</TABLE>
- ------------
* Previously filed.
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrants hereby undertake:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
II-1
<PAGE>
provided however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by UtiliCorp pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrants hereby undertake that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
UtiliCorp's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
registrants pursuant to the provision described under Item 15 above, or
otherwise, the Registrants have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrants of expenses incurred or paid by a director, officer or
controlling person of the registrants in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrants will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
(d) The undersigned registrants hereby undertake that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
II-2
<PAGE>
SIGNATURES
Pursuant to requirements of the Securities Act of 1933, UtiliCorp Capital
L.P. certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York on the 26th day of May,
1995.
UTILICORP CAPITAL L.P.
By: UtiliCorp United Inc.,
General Partner
By: /S/ DALE J. WOLF
-----------------------------------
Dale J. Wolf
VICE PRESIDENT, FINANCE, TREASURER
AND CORPORATE SECRETARY
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, UtiliCorp
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on the 26th day of May,
1995.
UTILICORP UNITED INC.
By: /S/ DALE J. WOLF
-----------------------------------
Dale J. Wolf
VICE PRESIDENT, FINANCE, TREASURER
AND CORPORATE SECRETARY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 26th day of May, 1995.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ------------------------------------------------------ ---------------------------------------------------------
<C> <S>
RICHARD C. GREEN, JR.* Chairman of the Board, President and Chief Executive
------------------------------------------- Officer (Principal Executive Officer)
Richard C. Green, Jr.
/s/ DALE J. WOLF Vice President, Finance, Treasurer and Corporate
------------------------------------------- Secretary (Principal Financial Officer)
Dale J. Wolf
JAMES S. BROOK*
------------------------------------------- Vice President (Principal Accounting Officer)
James S. Brook
RICHARD C. GREEN, JR.*
ROBERT K. GREEN*
JOHN R. BAKER*
AVIS G. TUCKER*
ROBERT F. JACKSON* The Board of Directors
L. PATTON KLINE*
DR. STANLEY O. IKENBERRY*
IRVINE O. HOCKADAY, JR.*
HERMAN CAIN*
*By: /S/ DALE J. WOLF As attorney-in-fact for the above-named officers and
-------------------------------------- directors pursuant to powers of attorney duly executed
Dale J. Wolf by such persons
</TABLE>
II-5
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
NUMBERED PAGE
UPON WHICH
EXHIBIT DESCRIPTION EXHIBIT APPEARS
- ----- ------------------------------------------------------------------------------- ----------------
<S> <C> <C>
*1 -- Form of Underwriting Agreement.
*4(a) -- Form of Indenture between UtiliCorp and UMB Bank, N.A., as Trustee.
*4(b) -- Form of First Supplemental Indenture to Indenture.
*4(c) -- Certificate of Limited Partnership of UtiliCorp Capital.
*4(d) -- Form of Amended and Restated Agreement of Limited Partnership of UtiliCorp
Capital.
*4(e) -- Form of Action of General Partner of UtiliCorp Capital.
*4(f) -- Form of Preferred Security (included in Exhibit 4(d) above).
*4(g) -- Form of Guarantee Agreement with respect to Preferred Securities.
*5(a) -- Opinion of Blackwell Sanders Matheny Weary & Lombardi L.C.
*5(b) -- Opinion of Richards, Layton & Finger, P.A.
*8 -- Opinion of Blackwell Sanders Matheny Weary & Lombardi L.C.
*12 -- Computations of consolidated ratio of earnings to fixed charges and
consolidated ratio of earnings to combined fixed charges and preferred and
preference stock dividend requirements.
*23(a) -- Consent of Arthur Andersen LLP.
*23(b) -- Consent of Blackwell Sanders Matheny Weary & L.C. (included in Exhibit 5(a)
above).
*23(c) -- Consent of Blackwell Sanders Matheny Weary & L.C. (included in Exhibit 8
above).
*23(d) -- Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5(b) above).
*24 -- Powers of Attorney executed by certain officers and the Board of Directors of
UtiliCorp United Inc.
*25 -- Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of
UMB Bank, N.A., as Trustee under the Indenture.
<FN>
- ------------
* Previously filed
</TABLE>
