<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
UTILICORP UNITED INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
[LOGO]
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 3, 1995
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of UtiliCorp
United Inc. will be held at Bartle Hall's Grand Hall, Kansas City Convention
Center, 301 West 13th Street, Kansas City, Missouri on Wednesday, May 3, 1995,
at 10:00 a.m. (Kansas City Time), on that date and thereafter as it may from
time to time be adjourned, for the following purposes:
1. To elect three Directors of the Company to hold office for three
years, and until their successors have been duly elected and qualified;
2. To act on the proposal to approve the UtiliCorp United Inc. Annual
and Long-Term Incentive Plan;
3. To consider and transact such other business as may properly come
before the meeting or any adjournment thereof.
The Company's stock transfer books will not be closed for this meeting, but
in lieu thereof, the Board of Directors has fixed the close of business March 6,
1995 as the record date for the determination of the stockholders entitled to
notice of and to vote at this meeting or any adjournment thereof.
BY ORDER OF THE BOARD OF DIRECTORS
DALE J. WOLF
VICE PRESIDENT AND
CORPORATE SECRETARY
March 14, 1995
IMPORTANT
PLEASE MARK, DATE, SIGN, NOTE ANY CHANGE OF ADDRESS AND RETURN THE ENCLOSED
PROXY CARD IMMEDIATELY IN THE ENCLOSED, SELF-ADDRESSED ENVELOPE. NO POSTAGE IS
NECESSARY IF MAILED IN THE UNITED STATES. IF YOU ATTEND THE MEETING, WE WILL BE
GLAD TO RETURN YOUR PROXY SO THAT YOU MAY VOTE IN PERSON.
<PAGE>
UTILICORP UNITED INC.
P.O. BOX 13287
KANSAS CITY, MISSOURI 64199-3287
PROXY STATEMENT
RELATING TO THE ANNUAL MEETING
OF STOCKHOLDERS TO BE HELD MAY 3, 1995
GENERAL
The enclosed Proxy is solicited by the Board of Directors of UtiliCorp
United Inc. (hereinafter referred to as the "Company") for use at the Annual
Meeting of Stockholders to be held at Bartle Hall's Grand Hall, Kansas City
Convention Center, 301 West 13th Street, Kansas City, Missouri at 10:00 a.m.
(Kansas City Time), on Wednesday, May 3, 1995, for the purposes set forth in the
foregoing Notice of Annual Meeting of Stockholders. This proxy statement and the
form of proxy will be mailed to stockholders on or about March 14, 1995. A
stockholder giving a proxy has the power to revoke it at any time prior to its
exercise by notifying the Corporate Secretary of the Company. Unless the proxy
is revoked, or unless it is received in such form as to render it invalid, the
shares represented by it will be voted in accordance with the instructions
contained therein.
On March 6, 1995, there were 44,695,011 shares of common stock, par value $1
per share (hereinafter referred to as "Common Stock"), of the Company
outstanding, each share of such stock being entitled to one vote, except that
each stockholder on the vote for nominees for election of Directors is entitled
to exercise the right of cumulative voting. Cumulative voting entitles the
stockholder to cast as many votes as shall equal the number of shares owned
multiplied by the number of Directors to be elected, and to cast all of such
votes for a single Director, or to distribute the votes among those to be voted
for. The three nominees for election as Directors who receive the greatest
number of votes cast, a quorum (the majority of the shares entitled to vote)
being present in person or by proxy, shall become Directors at the conclusion of
the tabulation of votes. The abstention or failure to vote shares so present and
broker nonvotes does not have the effect of a vote "against" a nominee or a
proposal, since only a plurality of votes cast (rather than of votes present) is
necessary to elect a Director or pass a proposal. The votes are counted and
certified by one or more inspectors appointed by the Company in advance of the
Annual Meeting of Stockholders in accordance with Delaware Corporation Law. No
shares of any other class of the Company's stock are entitled to vote. The Board
of Directors has fixed March 6, 1995 as the record date for the determination of
the stockholders entitled to notice of and to vote at the Annual Meeting or any
adjournment thereof.
<PAGE>
INFORMATION WITH RESPECT TO DIRECTORS
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION YEAR FIRST
YEAR TERM OR EMPLOYMENT AND POSITION ELECTED OR
NAME EXPIRES WITH THE COMPANY APPOINTED AGE
- ----------------------------------------- ----------- ----------------------------------------- --------------- ---
<S> <C> <C> <C> <C>
Richard C. Green, Jr. ................... 1997 Chairman of the Board, President and 1982 40
Chief Executive Officer of
the Company
Avis G. Tucker........................... 1997 Editor and Publisher, 1973 79
The Daily Star-Journal,
Warrensburg, Missouri
L. Patton Kline.......................... 1997 Retired Vice Chairman of 1986 66
Marsh & McLennan, Inc.,
New York, New York
*John R. Baker........................... 1995 Vice Chairman of the Board of 1971 68
the Company
*Dr. Stanley O. Ikenberry................ 1995 President, University of Illinois, 1993 59
Urbana, Illinois
*Irvine O. Hockaday, Jr. ................ 1995 President and Chief Executive 1995 58
Officer, Hallmark Cards, Inc.
Kansas City, Missouri
Robert F. Jackson, Jr. .................. 1996 Retired President, CharterCorp, 1981 69
Kansas City, Missouri
Herman Cain.............................. 1996 President and Chief Executive 1992 49
Officer, Godfather's Pizza Inc.,
Omaha, Nebraska
Robert K. Green.......................... 1996 Managing Executive Vice President 1993 33
of the Company
<FN>
- ------------
* Nominee for election as Director at this meeting.
</TABLE>
Richard C. Green, Jr. has served as Chairman of the Board since February
1989 and as President and Chief Executive Officer of the Company since May 1985.
Mr. Green is a director of Commerce Bank of Kansas City, N.A. and Midwest
Research Institute, Kansas City, Missouri. He also serves as a trustee for the
Center for Strategic and International Studies, Washington, D.C. and for the
Urban Institute, Washington, D.C.
Avis G. Tucker served as Chairman of the Board of the Company from May 1982
through February 1989 and has been editor and publisher of The Daily
Star-Journal in Warrensburg, Missouri during the past five years. Mrs. Tucker
previously served as a director of United Telecommunications, Inc.
L. Patton Kline retired as Vice Chairman of Marsh & McLennan, Incorporated
(an international insurance brokerage company), a subsidiary of Marsh & McLennan
Companies, Inc., in 1988, a position he held for four years. He was President of
Marsh & McLennan Companies, Inc. from 1980 to 1984 and Vice Chairman from 1984
to 1985. Mr. Kline served as a director of Marsh & McLennan Companies, Inc. from
1975 to 1988. He is also a director of PHH Group, Inc.
John R. Baker has served as Vice Chairman of the Board since May 1991 and
served as Senior Vice President of the Company from May 1985 through December
1992.
Stanley O. Ikenberry, Ph.D., has served as President of the University of
Illinois Urbana since 1979. Dr. Ikenberry serves as a director for the Franklin
Life Insurance Company, Harris Bankcorp and Pfizer, Inc. Dr. Ikenberry also
serves as a trustee for the Carnegie Foundation for Advancement of Teaching.
2
<PAGE>
Irvine O. Hockaday, Jr. served as Executive Vice President of Hallmark
Cards, Inc. from 1983 through December 1985. Since January 1986, Mr. Hockaday
has served as President and Chief Executive Officer of Hallmark Cards, Inc. Mr.
Hockaday is Trustee of the Hall Foundation and the Aspen Institute and is a
Director of the Ford Motor Company, Dow Jones, Inc. and the Continental
Corporation.
Robert F. Jackson, Jr. retired as president of CharterCorp (a bank holding
company now Boatmen's Bancshares Inc.) in 1985. Mr. Jackson has served as a
director on the boards of various Missouri banks.
Herman Cain has served as President and Chief Executive Officer of
Godfather's Pizza, Inc. in Omaha, Nebraska for the past eight years. Mr. Cain
serves as Chairman of the Federal Reserve Bank of Kansas City and as a Director
of SUPERVALU, INC. and the Whirlpool Corporation.
Robert K. Green has served as Executive Vice President and later Managing
Executive Vice President of the Company since January 1993. He has held several
executive positions at the Company's Missouri Public Service division since
1988, including two years as President. Mr. Green is a director of the Greater
Kansas City Chamber of Commerce, UMB Bank, n.a., the Heart of America United
Way, the Hawthorn Foundation, the K.C. Area Development Council and the Learning
Exchange.
Richard C. Green, Jr. and Robert K. Green are brothers and are nephews of
Avis G. Tucker.
The Audit Committee of the Board of Directors presently consists of Dr.
Stanley O. Ikenberry, L. Patton Kline and Robert F. Jackson, Jr. The function of
the committee is to make recommendations concerning the selection each year of
independent auditors of the Company, to review the effectiveness of the
Company's internal auditing methods and procedures, to determine through
discussions with the independent auditors whether any instructions or
limitations have been placed upon them in connection with either the scope of
the audit or its implementation, to review the financial statements and related
notes with the independent auditors to ensure such statements and notes fully
disclose all material affairs of the Company and to recommend approval or
non-approval of such financial statements and related notes.
The Pension Committee consists of Avis G. Tucker, John R. Baker, Don R.
Armacost (who is retiring from the Board at the end of his term which expires in
1995) and Robert K. Green. The function of the committee is to establish and
administer the Company's retirement plan and certain other related employee
benefit plans.
The Compensation Committee presently consists of L. Patton Kline, Dr.
Stanley O. Ikenberry and Herman Cain. The function of the committee is to review
and make recommendations to the Board of Directors regarding policies, practices
and procedures relating to compensation of key employees and the establishment
and administration of compensation plans.
The Nominating Committee consists of Avis G. Tucker, Dr. Stanley O.
Ikenberry, Herman Cain and John R. Baker. The function of the committee is to
receive, review and maintain files of individuals qualified to be recommended as
nominees for election as Directors of the Company. The Nominating Committee will
consider candidates for the Board of Directors suggested by stockholders.
Stockholders desiring to suggest candidates should advise the Secretary of the
Company in writing by December 31 of the year preceding the Annual Meeting of
Stockholders and include sufficient biographical material to permit an
appropriate evaluation.
During 1994, the Board of Directors met six times, the Audit Committee met
three times, the Pension Committee met three times and the Compensation
Committee met three times. The Nominating Committee did not meet during 1994.
All Directors attended at least 75% of the meetings of the Board and the
committees on which they served.
Each non-employee Director receives an annual fee of $20,000. Additionally,
each non-employee Director annually receives $10,000 in shares of Company Common
Stock pursuant to the 1990 Non-Employee Director Stock Plan. Directors who are
employees receive no annual fee for serving on the Board or any of its
committees. Non-employee Directors are paid a fee of $1,000 for each Board of
Directors' meeting attended plus reimbursement by the Company for all travel
expenses incurred in attending such
3
<PAGE>
meetings. Non-employee Directors who are members of the Pension and Executive
Committees receive an annual fee of $2,500 plus reimbursement for all travel
expenses. Members of the Audit, Compensation and Nominating Committees receive
an annual fee of $2,500 plus reimbursement for travel expenses.
VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS
Furnished below is information as to the beneficial ownership of Common
Stock as of February 17, 1995, for (a) each Director of the Company, (b) the
five named Executive Officers and (c) Executive Officers as a group. The
beneficial owner has sole voting and investment power over the shares shown,
unless otherwise indicated.
<TABLE>
<CAPTION>
NUMBER PERCENT OF
NAME OF INDIVIDUAL OR GROUP OF SHARES CLASS(1)
- ---------------------------------------------------------------------- --------- ----------------------
<S> <C> <C>
Richard C. Green, Jr. ................................................ 613,558 1.3%(2)(3)(4)(9)
Avis G. Tucker........................................................ 351,229 --(2)(5)(6)
L. Patton Kline....................................................... 3,405 --
John R. Baker......................................................... 161,756 --(4)
Dr. Stanley O. Ikenberry.............................................. 2,682 --
Irvine O. Hockaday, Jr. .............................................. 1,000 --
Robert F. Jackson, Jr. ............................................... 21,091 --
Herman Cain........................................................... 1,995 --
Robert K. Green....................................................... 60,298 --(7)(9)
Robert L. Howell...................................................... 18,143 --(9)
Charles K. Dempster................................................... 25,960 --(9)
James G. Miller....................................................... 54,492 --(9)
Directors and Executive Officers - as a group (23 persons)............ 1,276,338 2.8%(2)(3)(4)(5)(7)(8)(9)
<FN>
- ------------
(1) Percentages are omitted for Directors and Executive Officers who own less
than 1% of Common Stock.
(2) Includes 88,287 shares held in trust under the will of Richard C. Green, of
which Mr. Richard C. Green, Jr. and Mrs. Tucker are trustees with shared
voting and investment power.
(3) Includes 73,221 shares held in trust for the benefit of Ann G. Green,
mother of Mr. Richard C. Green, Jr. and Mr. Robert K. Green, of which Mr.
Richard C. Green, Jr. is a co-trustee with shared voting and investment
power. Excludes 116,348 shares held in trust for the benefit of Mr. Richard
C. Green, Jr. as to which Mr. Richard C. Green, Jr. has power to replace
the trustees.
(4) Includes 128,726 shares held in trust for the benefit of Mrs. Tucker, of
which Mr. Richard C. Green, Jr. and Mr. Baker are trustees with voting and
investment power.
(5) Includes 5,751 shares held in various trusts of which Mrs. Tucker is
trustee with voting and investment power.
(6) Excludes 128,726 shares held in trust for the benefit of Mrs. Tucker, of
which Mr. Richard C. Green, Jr. and Mr. Baker are trustees with voting and
investment power and 376,035 shares held in trust for the benefit of Mrs.
Tucker of which a bank is sole trustee.
(7) Excludes 217,836 shares held in trust for the benefit of Mr. Robert K.
Green as to which he has power to replace the trustees.
(8) Excludes 376,035 share sheld in trust for the benefit of Mrs. Tucker of
which a bank is sole trustee.
(9) Includes shares which may be acquired through the exercise of vested
employee stock options as follows: Mr. Richard C. Green, Jr., 90,300
shares; Mr. Robert K. Green, 8,450 shares; Mr. Howell, 10,350 shares; Mr.
Dempster, 19,850 shares; Mr. Miller, 22,450 shares; and Directors and
Executive Officers as a group, 67,000 shares.
</TABLE>
4
<PAGE>
Richard C. Green, Jr., Kansas City, Missouri, Robert K. Green, Shawnee
Mission, Kansas, Avis G. Tucker, Warrensburg, Missouri, members of their family
and trusts for the benefit of members of the Green family owned as of February
17, 1995, 1,880,867 shares or 4.2% of the outstanding shares of Common Stock of
the Company. This number includes shares shown in the preceding table as being
owned beneficially by Mr. Richard C. Green, Jr., Mr. Robert K. Green and Mrs.
Tucker, and those specifically excluded in Notes (3), (6), (7) and (8),
preceding.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Company's Compensation Committee is comprised of three non-employee
members of the Board of Directors and has overall responsibility to review and
approve the Company's executive compensation programs. To assist the Company in
recruiting, motivating and retaining high caliber executives, the Committee has
approved a compensation policy that pays key executives for superior results.
The current compensation program for executive officers consists of three major
elements: Base Salary, Annual Incentive and Long-Term Incentive. The Company
uses an independent compensation consultant to advise on executive compensation
issues.
In 1993, the Compensation Committee approved a significant restructuring of
Executive Compensation, in view of the changing responsibility of the top
executive team. These changes are designed to tie the compensation of the
executives more to the performance of the Company and the interests of the
stockholders, including a new objective for the executive to own two times their
annual base salary in Company stock. The Compensation Committee retains the
discretion to review and take appropriate action consistent with Company
performance and market conditions with respect to compensation of executives to
the extent such actions are not inconsistent with the Annual Incentive and
Long-Term Incentive Plans of the Company.
BASE SALARY
It is the policy of the Company to review executive officer base salaries
each year in relation to comparable positions of responsibility in billion
dollar revenue companies. This does not insure an increase in salary. At the
present time, executive salaries are at or above the median level of
compensation for billion dollar revenue companies and actual salaries paid
reflect this policy. The companies in the data are not necessarily reflected in
the Wilshire Utility Index, but would be included in the S&P 500 Index. In
establishing base salary levels, the Committee has considered the
competitiveness of the entire compensation package.
ANNUAL INCENTIVE PLAN
The Annual Incentive Plan is the second major compensation element for
executive officers. The incentive plan provides three levels of award
opportunities. The incentive will equal about the 75th percentile of billion
dollar revenue companies at target, the 90th percentile at maximum and the 50th
percentile at the minimum. The actual award is based on a target dollar amount
that is at the 75th percentile as established annually in consultation with the
independent compensation consultant for billion dollar revenue companies. The
performance target is based on earnings per share. The award, if any, is paid in
cash. For 1994, the maximum earnings per share target was met and the maximum
annual incentives were paid. In the event an employee elects to take part of his
annual incentive award in restricted stock of the Company, the employee receives
a bonus of 25% of the value of shares taken in restricted stock and the bonus
shares are also in restricted stock. Example: Executive receives an incentive
award of $50,000 and elects to take $20,000 in restricted stock. The executive
receives a "bonus" worth $5,000 of shares in restricted stock.
LONG-TERM INCENTIVE PLAN
The Long-Term Incentive Plan is the third major element of executive
compensation. This plan is designed on a three-year cycle of measurements. The
1993 to 1995 cycle is based on performance units and is designed to reward
long-term success in growth in earnings per share and return on equity over a
three-year cycle. If the minimum performance level is not met, no payment will
be made under this plan. The first
5
<PAGE>
payment, if any, under this plan will not be made until the first quarter of
1996, based on performance for years 1993, 1994 and 1995. The cycle for the
years 1994 to 1996 is based on earnings available and a threshold return on
equity at the end of the 1994 to 1996 cycle.
The amounts of the award for the executive under the Long-Term Incentive
Plan is a targeted amount established annually based on competitive survey data
from billion dollar revenue companies, in consultation with the Company's
independent compensation consultant. The target payout under this plan is at the
75th percentile of the billion dollar revenue companies.
Any payments made under this plan are in restricted stock until such time
that the executive has accumulated shareholdings of the Company from any source,
excluding unexercised stock options, of at least two times his or her annual
base salary. At such time that the executive has exceeded the targeted share
ownership, compensation, if any, from this plan will be paid in cash. If
payments are made in cash, the employee may elect to take any portion of his
cash award in restricted stock and said stock will receive a bonus of 25% in
restricted stock along the terms outlined above under Annual Incentive Plan.
This long-term plan is limited to executives who have a continuing corporate
wide impact on the Company.
The Stock Option Plan is designed to reward the executives not participating
in 1994 in the Long-Term Incentive Plan described above concurrently for
long-term success. Thus, the executive officer's realized increases in value
from the stock option will occur only if the stock price, and thus stockholder
value, also increases. Under the Stock Option Plan, options are considered for
grant annually. The number of shares granted are based on the executive's level
of responsibility, and targeted value of the stock if assumptions about the
growth of Company stock are realized. Options are granted at 100% of fair market
value on the date of grant, and can be exercised (following a one-year holding
period) at any time over a ten-year period. Executives who are eligible for the
Long-Term Incentive Plan may not receive new stock option grants under the Stock
Option Plan. Mr. Dempster was not a participant for the long-term plan in 1994
and, therefore, eligible for options. Options granted to Mr. Miller are in
recognition of performance in his previous role with the Company as a division
president.
CHIEF EXECUTIVE OFFICER COMPENSATION
It is the policy of the Committee to review the Chief Executive Officer's
base salary each year in relation to comparable positions of responsibility in
billion dollar revenue companies. This does not assure an increase in salary. At
the present time, Mr. Green's salary is above the median level of compensation
for billion dollar revenue companies. The companies in the data are not
necessarily reflected in the Wilshire Utility Index, but would be included in
the S&P 500 Index. In establishing base salary levels, the Committee has
considered the competitiveness of the entire compensation package.
Annual incentive awards are based on actual Company results and quality of
management. The Committee has authorized a cash bonus of $409,050 for maximum
achievement under the financial performance targets set by the Committee.
Mr. Green was awarded 6,861 performance units under the Long-Term Incentive
Plan for the period 1993 to 1995. A new three-year cycle started in 1994 and
will extend through 1996. These grants were determined based on the market data
targeting a payout equal to the 75th percentile for long-term incentive
compensation for chief executive officers of billion dollar revenue companies.
If the minimum performance target is not met under this plan, no payments will
be made.
COMPLIANCE WITH INTERNAL REVENUE CODE SECTION 162(M)
Section 162(m) of the Internal Revenue Code enacted in 1993 generally
disallows a tax deduction to public companies for compensation over $1 million
paid to the corporation's Chief Executive Officer and the other four most highly
compensated executive officers. Qualifying performance based compensation will
not be subject to the deduction limit if certain requirements are met. The
Company currently intends to
6
<PAGE>
structure the performance based portion of the compensation of its executive
officers (which currently consists of an annual incentive program and a
long-term incentive program) in a manner that complies with the new statute.
Proposal 2 is being presented to shareholders in order for the incentive
program to be an approved "performance based" plan if it receives the
affirmative vote of holders of a majority of the voting power of the voting
shares present and entitled to vote at the meeting.
Submitted by the Compensation Committee of the Board of Directors:
L Patton Kline Dr. Stanley O. Ikenberry Herman Cain
7
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
ANNUAL COMPENSATION AWARDS
-----------------------------------------------------------------------------------
OTHER ANNUAL STOCK ALL OTHER
COMPENSATION RESTRICTED STOCK OPTIONS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) ($) AWARD(S)(1) ($) (#) (2) ($)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Richard C. Green, Jr., 1994 495,000 0 38,766 511,312 0 13,500
Chairman & President 1993 445,000 0 75,120(3) 482,376 0 16,069
1992 445,000 0(4) 17,935 0(4) 46,600 15,594
Robert K. Green, 1994 245,597 0 25,596 275,347 0 13,500
Managing Executive 1993 220,192 20,000 13,629 259,835 0 19,833
Vice President 1992(5) 0 0 0 0 0 0
Robert L. Howell, Managing Senior 1994 180,000 101,400 36,824 0 0 13,500
Vice President 1993 173,267(6) 115,868 15,590 0 0 14,572
1992 156,387 0(4) 15,260 0(4) 5,350 14,034
Charles K. Dempster, 1994 231,000 93,083 9,448 23,271 12,550 13,500
President, Aquila Energy 1993(7) 0 0 0 0 0 0
Corporation 1992(7) 0 0 0 0 0 0
James G. Miller, 1994 216,775 41,700 57,050(8) 52,125 6,800 31,705(9)
Managing Vice President 1993(10) 0 0 0 0 0 0
1992(10) 0 0 0 0 0 0
<FN>
- ---------------
(1) Restriction lapses on third year after date of grant. Dividends are paid on
restricted stock awards at the same rate as paid to all stockholders. On
December 31, 1994, Mr. Richard C. Green, Jr. held 26,017 shares of
restricted stock having a market value of $689,450; Mr. Robert K. Green
held 9,630 shares of restricted stock having a market value of $255,195;
Mr. Howell held 1,251 shares of restricted stock having a market value of
$33,151; Mr. Dempster held 3,290 shares of restricted stock having a market
value of $87,185 and Mr. Miller held 2,390 shares of restricted stock
having a market value of $63,335. All market values are determined as of
December 31, 1994.
(2) Consists of employer contributions to the UtiliCorp United Restated Savings
Plan.
(3) $1,939 is attributable to gross-up of life insurance in excess of $50,000,
$9,346 is attributable to auto allowance and $63,834 is attributable to
reimbursement of club dues.
(4) No cash bonus or restricted stock award was granted for 1992.
(5) Mr. Robert K. Green was not an executive officer during 1991 and 1992.
Prior to 1993, Mr. Green served as a division president.
(6) Mr. Howell's increase in salary from 1992 is attributable to a change in
responsibility and scope of his position.
(7) Mr. Dempster was not an executive officer during 1992 and 1993. Prior to
1994, Mr. Dempster's position as a subsidiary president was not an
executive position for the Company.
(8) $780 is attributable to personal use of company car, $56,498 is
attributable to relocation reimbursement.
(9) Includes $18,205, paid as the premium on split-dollar life insurance.
(10) Mr. Miller was not an executive officer during 1992 and 1993. Prior to
1994, Mr. Miller was a division president.
</TABLE>
SEVERANCE AGREEMENTS
The Company has entered into severance agreements with the individuals named
in the Summary Compensation Table. These agreements are intended to provide for
continuity of management in the event of a change in control of the Company. The
agreements provide that covered executives would be entitled to certain
severance benefits following a change of control of the Company. If, following a
change of control, the executive's employment with the Company is terminated for
any reason, then the executive is entitled to a severance payment that will be
2.99 times the executive's average annual compensation for the five years
preceding the change in control, unless such termination is as a result of
death, disability, retirement, for cause or if such executive terminates
employment for other than good reason (as this term is defined in the
agreement). The severance payment is made in the form of a lump sum cash
payment.
8
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
- ------------------------------------------------------------------------------------------------------------------
% OF TOTAL
OPTIONS
GRANTED TO
OPTIONS EMPLOYEES EXERCISE OR GRANT DATE
GRANTED IN FISCAL BASE PRICE EXPIRATION PRESENT VALUE
NAME (#)(*) YEAR ($/SH) DATE $(**)
- ---------------------------------------------------- ------- ---------- ----------- ---------- -------------
<S> <C> <C> <C> <C> <C>
Richard C. Green, Jr., 0 0 0 0 0
Chairman & President
Robert K. Green, 0 0 0 0 0
Managing Executive Vice President
Robert L. Howell, 0 0 0 0 0
Managing Senior Vice President
Charles K. Dempster, 12,550 5.5% 27.625 02-02-05 45,933
President, Aquila Energy Corporation
James G. Miller, 6,800 3% 27.625 02-02-05 24,888
Managing Vice President
<FN>
- ------------
* Options granted on February 1, 1995 and become exercisable on February 1,
1996.
** Based on the Black-Scholes option pricing model adapted for use in valuing
executive stock options. The actual value, if any, an executive may realize
will depend on the excess of the stock price over the exercise price on the
date the option is exercised, so that there is no assurance the value
realized by an executive will be at or near the value estimated by the
Black-Scholes model. Assumptions used in the model include a risk-free
interest rate of 7.5%, dividend yield of 6.4%, and a volatility factor of
.167987. No adjustments for non-transferability, risk of forfeiture or
exercise of option prior to maturity have been included.
</TABLE>
OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE- MONEY OPTIONS AT
OPTIONS AT FY-END (#) FY-END ($)
SHARES VALUE --------------------- ---------------------------
ACQUIRED ON REALIZED EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#) ($) UNEXERCISABLE UNEXERCISABLE
- ---------------------------------- ------------- ----------- --------------------- ---------------------------
<S> <C> <C> <C> <C>
Richard C. Green, Jr., 52,500 513,562 90,300/ 0/
Chairman & President 0 0
Robert K. Green, 0 0 8,450/ 7,756/
Managing Executive 0 0
Vice President
Robert L. Howell, 0 0 10,350/ 0/
Managing Senior Vice 0 0
President
Charles K. Dempster, 0 0 7,350/ 0/
President, Aquila 12,500 0
Energy Corporation
James G. Miller, 4,000 40,500 16,750/ 22,356/
Managing Vice 5,700 0
President
</TABLE>
9
<PAGE>
LONG-TERM INCENTIVE PLANS -- AWARDS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
PERFORMANCE
NUMBER OF OR OTHER
SHARES, UNITS PERIOD UNTIL
OR OTHER RIGHTS MATURATION OR
NAME (#) PAYOUT THRESHOLD ($) TARGET ($) MAXIMUM ($)
- ------------------------------------------ --------------- ------------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Richard C Green, Jr.,
Chairman & President 1 12-31-96 272,000 363,000 727,700
Robert K. Green,
Managing Executive Vice President 1 12-31-96 102,800 176,300 352,600
Robert L. Howell,
Managing Senior Vice President 1 12-31-96 49,700 89,400 178,800
Charles K. Dempster,
President, Aquila Energy Corporation 0 0 0 0 0
James G. Miller,
Managing Vice President 1 12-31-96 20,850 41,700 83,400
</TABLE>
The value of long-term incentive awards is a targeted amount annually based
on competitive survey data from billion dollar revenue companies, in
consultation with the Company's independent compensation consultant. The awards
for the 1994 to 1996 cycle are determined based on targeted amounts in earnings
available at the end of the cycle and a threshold for return on equity. The
targeted amount will produce a payout equal to the 75th percentile for long-term
bonus awards of billion dollar revenue companies.
RETIREMENT PLAN
The Company maintains the UtiliCorp United Inc. Restated Retirement Income
Plan (the "Retirement Plan"), a non-contributory defined benefit retirement
plan. Final average compensation is defined in this Retirement Plan as total
base salary excluding overtime payments, bonuses, amounts deferred to non-
qualified deferred income plans and any other extraordinary compensation, but
including employee contributions made to the UtiliCorp United Inc. Savings Plan
and the flexible spending arrangement maintained by the Company, and corresponds
to the "salary" in the Summary Compensation Table. This amount is computed as
the high four consecutive years.
Benefits payable from the Retirement Plan are limited by provisions of the
Internal Revenue Code. The Company maintains an unfunded Supplemental Retirement
Plan to provide for the payment of retirement benefits calculated in accordance
with the Retirement Plan which would otherwise be limited by the provisions of
the Internal Revenue Code.
The years of credited service for each officer named in the Summary
Compensation Table are as follows: Mr. Richard C . Green, Jr., 16 years; Mr.
Robert K. Green, 6 years; Mr. Howell, 6 years; Mr. Dempster, 2 years and Mr.
Miller, 12 years.
10
<PAGE>
The following table sets forth the estimated annual benefits payable to
persons in specified remuneration and service classifications assuming
retirement in 1995 at age 62 under the Retirement Plan and the unfunded
Supplemental Retirement Plan:
<TABLE>
<CAPTION>
YEARS OF PENSION SERVICE
FINAL AVERAGE ----------------------------------------------------------------------
COMPENSATION 15 20 25 30 35 40
- ------------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
$ 150,000 $ 31,689 $ 43,827 $ 55,965 $ 68,103 $ 71,478 $ 74,853
200,000 $ 42,864 $ 59,252 $ 75,640 $ 92,028 $ 96,528 $ 101,028
250,000 $ 54,039 $ 74,677 $ 95,315 $ 115,953 $ 121,578 $ 127,203
300,000 $ 65,214 $ 90,102 $ 114,990 $ 139,878 $ 146,628 $ 153,378
350,000 $ 76,389 $ 105,527 $ 134,665 $ 163,803 $ 171,678 $ 179,553
400,000 $ 87,564 $ 120,952 $ 154,340 $ 187,728 $ 196,728 $ 205,728
450,000 $ 98,739 $ 136,377 $ 174,015 $ 211,653 $ 221,778 $ 231,903
500,000 $ 109,914 $ 151,802 $ 193,690 $ 235,578 $ 246,828 $ 258,078
550,000 $ 121,089 $ 167,227 $ 213,365 $ 259,503 $ 271,878 $ 284,253
600,000 $ 132,264 $ 182,652 $ 233,040 $ 283,428 $ 296,928 $ 310,428
</TABLE>
These benefits are applicable to employees retiring after December 31, 1994
at age 62 and have been computed on the basis of a straight-life annuity.
The Company also maintains a supplemental retirement agreement with James G.
Miller generally providing for the payment of an annual retirement benefit of
$40,000 in addition to the benefit provided in the above table.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*
UTILICORP UNITED INC., WILSHIRE UTILITY INDEX & S&P 500 INDEX
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
WILSHIRE
UTILICORP TOTAL FUND S&P 500 INDEX UTILITY
<S> <C> <C> <C>
12/89 100.00 100.00 100.00
3/90 96.54 96.99 92.30
6/90 92.35 103.09 91.58
9/90 86.99 88.92 83.70
12/90 99.61 96.89 91.22
3/91 113.79 110.97 96.46
6/91 127.58 110.72 94.73
9/91 132.01 116.64 102.11
12/91 148.24 126.42 110.11
3/92 139.83 123.22 103.72
6/92 126.42 125.57 109.45
9/92 148.01 129.53 115.28
12/92 152.15 136.05 123.26
3/93 162.02 141.99 128.84
6/93 164.99 142.67 134.76
9/93 180.81 146.36 141.67
12/93 184.43 149.75 133.78
3/94 170.82 144.07 122.47
4/94 184.06 145.92 126.03
5/94 170.09 148.31 123.51
6/94 170.30 144.68 121.78
9/94 165.12 151.75 125.00
12/94 167.81 151.73 123.19
</TABLE>
*Assumes that the value of the investment in UtiliCorp United Inc. stock and
each index was $100 on January 1, 1990 and that all dividends were reinvested.
11
<PAGE>
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The firm of Arthur Andersen LLP was retained by the Company as independent
public accountants for the year 1994. Arthur Andersen LLP has performed the
audit of the Company's financial statements since May 1992.
Representatives of Arthur Andersen LLP are expected to be present at the
annual meeting and will have the opportunity to make a statement, if they desire
to do so, and to respond to appropriate questions.
The Audit Committee of the Board of Directors will make its recommendations
with respect to retention of an independent public accounting firm for the year
1995 at the annual meeting of the Board of Directors.
OTHER BUSINESS
Management does not know of any matters to be presented at the meeting other
than those specifically referred to in the Notice of Meeting. However, if any
other matters shall properly come before the meeting, it is the intention of the
persons named in the proxy to vote it in accordance with their judgment.
PROPOSALS OF SECURITY HOLDERS
Proposals of security holders intended to be presented at the next annual
meeting scheduled for May 1, 1996, must be received by the Company no later than
November 11, 1995, in order to be considered for inclusion in the proxy
statement and form of proxy relating to that meeting. It is anticipated that the
proxy statement and form of proxy relating to that meeting will be mailed to
stockholders on or before March 14, 1995.
SOLICITATION OF PROXIES
The Company will bear the cost of solicitation of proxies, which will be
principally conducted by the use of the mails; however, certain officers,
employees and friends of the Company may also solicit by telephone, telegram or
personal interview and the Company may reimburse brokerage firms and others for
their expenses in forwarding soliciting material to the beneficial owners. The
Company has retained Morrow & Co. to assist in the solicitation of proxies from
brokers, nominees, fiduciaries and other custodians at a fee of $7,500, plus
reimbursement of out-of-pocket expenses.
PROPOSAL 1
ELECTION OF DIRECTORS
Three Directors of the Company are to be elected, in "Class A", to hold
office for three years. The following persons have been designated as nominees
for the office: John R. Baker, Dr. Stanley O. Ikenberry and Irvine O. Hockaday,
Jr. It is the intention of the persons named in the enclosed proxy to vote such
proxy for the election of the said nominees unless otherwise specified.
PROPOSAL 2
APPROVAL OF THE UTILICORP UNITED INC.
ANNUAL AND LONG-TERM INCENTIVE PLAN
The Company has a cash-based executive compensation plan in place. This Plan
is the Annual and Long-Term Incentive Plan (the "Plan").
Under a new tax law which took effect on January 1, 1994, the Company cannot
deduct compensation paid to its Chief Executive Officer and the other four named
executive officers (the "Covered Employees"), to the extent such compensation
exceeds $1 million per person in any year. Amounts paid under
"performance-based" plans are excluded and can be deducted even if they cause
total compensation to exceed $1 million. Plans are "performance- based" if they
meet certain criteria and are approved by stockholders. The
12
<PAGE>
Plan is therefore being submitted for stockholder approval and will be an
approved "performance-based" plan if it receives the affirmative vote of the
holders of a majority of the voting power of the voting shares present and
entitled to vote at the meeting.
Summary of the Plan
The purpose of the annual portion of the Plan is to provide key executives
with financial incentives which will motivate and reward performance that
achieves established business criteria on which the performance goal is based.
Participants in the Plan are key managerial, professional or technical
employees, and include the Company's Chief Executive Officer and the other four
executives named in the Summary Compensation Table. The Performance Goals are
measured over a calendar year and are set no later than April 1 of each year.
The purpose of the long-term portion of the Incentive Plan is to further the
growth and profitability of the Company by offering key executives the
opportunity to receive incentive awards based on the successful achievement of
certain long-range Company goals.
The Compensation Committee administers the Plan and has discretion to
identify individual employees who will be eligible to participate in this Plan
based on the committee's determination that such employees' performance may have
a significant impact on the annual and long-term success of the Company.
Under the long-term portion of the Plan, incentive awards are paid to
participants on the basis of the Company's performance over a rolling
three-year, or longer, cycle. For the 1994-1996 cycle, performance is measured
based on the Company's total "earnings available for common shares." In
addition, a minimum return on equity is required in order for payments to be
made under this Plan. Additional performance measures that may be used are those
described below.
The Compensation Committee of the Board of Directors administers the Plan
and approves both annual and long-term awards if the achievement of certain
goals based on business criteria is met, either over one year or longer-term
cycles, as the case may be. The performance objectives may vary from participant
to participant, but with respect to Covered Employees such business criteria to
establish a Performance Goal is measured by revenues, units sold, operating
income, operating company contribution, cash flow, income before taxes, net
income, earnings available per share, return on equity, return on assets,
Economic Value Added (EVA) or total return to stockholders, whether applicable
to the Company or any relevant subsidiary or business unit, or combination
thereof, as the Compensation Committee may deem appropriate. In addition, the
criteria selected by the Committee includes a minimum performance standard below
which no payment will be made and a maximum performance level above which no
increase in payment will be made. An annual award or a long-term award paid
under the Plan will not exceed 200% of the annual base salary of a Covered
Employee on January 1 for the year in which payment is made. The Plan calls for
the Compensation Committee to at all times administer the Plan with respect to
Covered Employees so that compensation paid thereunder will be subject to tax
deductibility as performance-based compensation.
While the Plan also permits Discretionary Awards to be made to employees
(other than the Chief Executive Officer), such discretionary payment will be
outside of the definition of "performance-based" compensation and thus will
count toward the $1 million per person compensation limit which may be deducted
in any year.
13
<PAGE>
While the amount of the annual or long-term award that may be awarded to a
Covered Employee for any Plan Year cannot be determined, payments under the
annual portion of the Plan for the preceding three years are included in the
Summary Compensation Table and potential awards under the long-term portion of
the Plan are reported in the table titled "Long-Term Incentive Plans -- Awards
in Last Fiscal Year."
The Board of Directors unanimously recommends that you vote FOR this
proposal.
UTILICORP UNITED INC.
RICHARD C. GREEN, JR.
CHAIRMAN OF THE BOARD
AND PRESIDENT
Dated: March 14, 1995
Kansas City, Missouri
14
<PAGE>
Appendix
UTILICORP UNITED INC.
ANNUAL AND LONG-TERM INCENTIVE PLAN
INTRODUCTION: The following sets forth the Annual and Long-Term Incentive Plan
for UtiliCorp United Inc. which amends and restates the Annual
Incentive Plan effective January 1, 1986 and expands it to
include the Long-Term Incentive Plan, effective as of January 1,
1994.
(A) PLAN PURPOSES
The key purposes of the Plan are as set forth below.
1. To encourage and reward both annual and long-term sustained
performance above the level of performance that would be expected at a
fully competent level, thereby enabling the Company to continue to
provide outstanding service to its ratepayers and other customers
while enhancing the value of the Company for its stockholders.
2. Further, to provide competitive levels of cash compensation for
key employees to assure the Company of the necessary talent for future
success, and to directly link a significant portion of such
compensation to those performance results most directly impacted by
such key employees.
3. Further, to permit the payment of a significant portion of the
Plan awards on a deferred basis with appropriate vesting requirements
to assist the Company in retaining the services of key employees and,
by using Restricted Stock for such deferral, to enhance the ownership
interest of key employees for the benefit of Company stockholders.
(B) DEFINITIONS
1. "Annual Award" shall mean the payment received annually by a Plan
Participant whether paid in cash or
<PAGE>
shares of Restricted Stock as described in Section (F) below.
2. "Award" shall mean the payment of an Annual Award or Long-Term
Award.
3. "Board" shall mean the Board of Directors of the Company.
4. "Committee" shall mean the Compensation Committee of the Board.
5. "Company" shall mean UtiliCorp United Inc., and its divisions,
subsidiaries and affiliated organizations approved for participation.
6. "Designated Beneficiary" shall mean the person, or persons as
elected by the Participant (or designated by the Company in the
absence of such election) to receive any payments, whether in cash or
shares of Restricted Stock due from the Plan in the event of a
Participant's death.
7. "Discretionary Annual Award" shall have the meaning described in
Section (F), below.
8. "Discretionary Annual Award Pools" shall have the meaning set out
in Section (F), below.
9. "Long-Term Award" shall mean the payment received hereunder,
either in cash and/or shares of Restricted Stock following completion
of a Long-Term Award Cycle.
10. "Long-Term Award Cycle" shall mean a period of three or more
consecutive calendar years during which cumulative Performance Awards
are set.
11. "Effective Date" shall mean January 1, 1994.
12. "Participant" or "Plan Participant" shall mean a key managerial,
professional or technical employee
-2-
<PAGE>
approved for Plan membership by the Board (or the Committee) with
respect to any Plan Year.
13. "Performance Goals" shall have the meaning set forth in
Paragraphs (F) and (H) below.
14. "Plan" shall mean the UtiliCorp United Inc. Annual and Long-Term
Incentive Plan as described herein or amended hereafter.
15. "Plan Year" shall mean January 1 through December 31, the
calendar year, which corresponds with the Company's fiscal year.
16. "Restricted Stock" shall mean shares of the Company's common
stock awarded to Participants under the UtiliCorp United Inc. 1986
Stock Incentive Plan or any successor plan providing for the grant of
Restricted Stock.
(C) PLAN ADMINISTRATION
1. The Company shall be responsible for the general administration
of the Plan.
2. The Board or, at the Board's direction, the Committee shall be
responsible for monitoring the ongoing use of the Plan and shall:
(a) review Company recommendations with respect to all necessary
actions;
(b) review Company recommendations for any amendments to the
Plan; and
(c) approve all Annual Awards and Long-Term Awards under the
Plan and monitor the use of Discretionary Annual Award Pools.
(D) BOARD (OR COMMITTEE) POWERS
-3-
<PAGE>
1. The Board, acting upon the advice and counsel of the Committee,
or the Committee itself if so empowered by the Board, shall have the
following powers with respect to the Plan.
(a) Annual approval of: Participants; opportunity levels; the
basis of Awards; and the method of payment for such Awards
including the use and content of written agreements for
Restricted Stock Awards.
(b) The right to review, amend, and authorize any Performance
Goals or other factors used to determine Annual Awards, Long-Term
Awards and the Discretionary Annual Award Pools for any division
or unit of the Company as described in Section (F) below.
(c) The right to retroactively adjust any aspect of the Plan for
an already completed or ongoing Plan Year if in the Board's (or
Committee's) judgment significant events outside of the control
of Plan Participants have occurred which require such adjustment
if the Plan is to effectively serve its purposes.
(d) The right to receive an annual summary of all Awards paid
for each Plan Year and pertinent information with respect to all
Restricted Stock Awards, plus such other information as it may
reasonably request.
(e) The right to amend or discontinue the Plan at any time if
such action is deemed to be in the best interests of the Company,
its ratepayers and its stockholders. In such event an
appropriate and equitable resolution of Awards in the process of
being earned during a Plan Year shall be made.
(E) PLAN PARTICIPATION
-4-
<PAGE>
1. Each Plan Year all full-time employees shall be eligible to
participate in the Plan with respect to the receipt of Discretionary
Annual Awards pursuant to Section (F) below.
2. With respect to Annual Awards and Long-Term Awards pursuant to
Section (F) below, participation shall be limited to those managerial,
professional, or technical employees who are key employees approved
for participation by the Committee.
3. To the extent separate incentive arrangements are established for
various divisions or units of the Company, participation may include
the eligibility for an Annual Award or Long-Term Award from one or
more of such separate arrangements as the Board (or Committee) may
determine.
4. Participation for an Annual Award or Long-Term Award in one Plan
Year does not automatically qualify an employee for participation in
subsequent years nor does participation in a separate incentive
arrangement for one division or unit automatically qualify an employee
for participation in any other such arrangements.
5. Subject to special action by the Board (or Committee) pursuant to
subsection (6) below, participation for otherwise eligible employees
whose status changes during a Plan Year shall be determined by the
Chief Executive Officer of the Company, in accordance with the
following.
(a) VOLUNTARY TERMINATION OF EMPLOYMENT, OR TERMINATION AT THE
REQUEST OF THE COMPANY. In such event a Participant shall
forfeit all rights to any Award from the Plan for the Plan Year
in which such termination occurs.
(b) DEATH, RETIREMENT, OR TOTAL DISABILITY. In such event a
Participant (or his or her estate)
-5-
<PAGE>
shall be entitled to a pro-rata Award, if any, for the Plan Year
in which such event occurs.
(i) Such Awards shall be determined when all other Awards
are determined for the applicable Plan Year.
(ii) "Pro-rata" shall mean the Award for the entire Plan
Year multiplied by a fraction the numerator of which is the
Participant's days of full-time active employment (counting
any days on short-term disability or salary continuation)
during the Plan Year and denominator of which is 365.
(iii) "Total Disability" shall mean the date of commencement
of payments under the Company's long-term disability plan
applicable to the Participant.
(iv) "Retirement" shall mean the cessation of active
employment and the effective date of normal, later, or early
Retirement under the Company's retirement or pension plan
applicable to the Participant but not a termination of
employment with vested rights under any such plan.
(c) HIRE OR PROMOTION DURING A PLAN YEAR.
Provided such event occurs within the first nine months of any
Plan Year participation may be authorized for a pro-rata Annual
Award or Long-Term Award subject to Board (or Committee) approval
with respect to the opportunity levels and Performance Goals.
Actions taken by the Chief Executive Officer of the Company in
accordance with the above do not require Board (or Committee)
approval.
6. Based upon the recommendation of the Company the Board (or
Committee) may authorize actions other than
-6-
<PAGE>
those set forth in subsection (5) above to address unusual
circumstances.
7. Regardless of any other provision of the Plan a Participant whose
personal, individual, performance for any Plan Year is determined to
be unsatisfactory shall forfeit all rights to an Award for such Plan
Year. This determination shall be made by the Chief Executive Officer
of the Company with respect to employees not assigned to a specific
unit or division and by the chief executive officer of the
Participant's division or unit in all other cases, subject to the
approval of the Chief Executive Officer of the Company.
(F) TYPES OF AWARDS
1. There are three types of Awards payable under the Plan: a Annual
Award, a Long-Term Award and a Discretionary Annual Award.
2. Annual Awards and Long-Term Awards are available only to key
employees specifically approved as eligible for such Awards and
payment with respect thereto shall be based on the achievement of
specific Performance Goals established for each Participant.
(a) Performance Goals may be set for the Company as a whole, for
each division or unit, or for individual performance criteria.
(b) Such Performance Goals can be established on the basis of
specific numeric standards (e.g. return on net assets) or as one
or more objectives or results for which performance achievements
shall be determined on a discretionary, subjective basis by an
appropriate individual, subject to Section (H), below.
(c) For any Plan Year the Annual Award or Long-Term Award for
any Participant shall have a set maximum amount, expressed as a
percentage of annual salary and/or a dollar amount, as approved
-7-
<PAGE>
by the Board (or Committee); and set Award amounts may also be
established at other performance levels such as threshold and par
with or without provision for pro-ration.
(d) Specific Board (or Committee) approval is required annually
for the payment of Awards.
(e) As approved by the Board (or Committee) for any Plan Year
the Annual Award or Long-Term Award payable may be subject to
either or both of the criteria set forth below.
(i) A "STOCKHOLDER (OR CORPORATE) PROTECTION TRIGGER" which
establishes a minimum level of performance, or other action
(e.g. the distribution of a level of dividends), which must
be achieved before any Awards are payable for a Plan Year.
(ii) A "RATEPAYER PROTECTION FEATURE" which establishes a
schedule of absolute or relative performance relating to the
quality or cost of service provided by the Company (or
division or unit) against which actual results will be
compared for the Plan Year with the resulting comparison
used to modify, or eliminate, Total Awards otherwise payable
for such Plan Year.
(f) Each Participant approved for an Award shall receive a
written description of his or her opportunity and applicable
Performance Goals.
3. "Discretionary Awards" are available to any full-time employee of
the Company except the Chief Executive Officer of the Company.
(a) Such Discretionary Awards shall be payable from a
Discretionary Award Pool established annually for each division
or unit and the sum of such Awards for the employees in any unit
or
-8-
<PAGE>
division for any Plan Year cannot exceed the pool approved by the
Board (or Committee) for such division or unit. The pool
established for employees not assigned to a division or unit
shall be used for any Discretionary Award payable to the
respective chief executive officers of the Company's
participating divisions or units. The minimum Discretionary
Award, if any, is $500 and the maximum Discretionary Award is ten
percent of the employee's then existing annual base salary rate.
(b) Discretionary Awards shall be determined subjectively by the
chief executive officer or each division or unit, subject to the
approval of the Chief Executive Officer of the Company and shall
be used to recognize outstanding individual performance, the
accomplishment of a specific task in an exemplary manner, or for
individuals who made an inordinately significant contribution to
overall divisional, unit or Company-wide results.
(c) The total Discretionary Award Pool authorized for any
division or unit need not be spent for any Plan Year.
Unallocated Pool funds are not carried forward for subsequent
Plan Years.
(G) PAYMENT OF AWARDS
1. Discretionary Awards shall be payable in cash.
2. Annual Awards and Long-Term Awards shall be payable in cash,
Restricted Stock, or any combination thereof as approved by the Board
(or Committee) for any individual Participant in any Plan Year;
provided that payment in the form of Restricted Stock shall be
approved by the Committee.
(H) COMPLIANCE WITH SECTION 162(m) REQUIREMENTS.
The Plan shall at all times be administered to ensure that any
Award under the Plan to the
-9-
<PAGE>
Company's Chief Executive Officer and the four highest compensated officers
(determined pursuant to the executive compensation disclosure rules under
the Securities Exchange Act of 1934) (each a "Covered Employee") will be
tax deductible. In furtherance of this goal, with respect to Awards
payable under the Plan for Covered Employees, the Performance Goals
established by the Committee may vary from one Covered Employee to another,
and will be limited to certain business criteria measured by one or more
of the following: revenues, units sold, operating income, operating
company contribution, cash flow, income before taxes, net income, earnings
available per share, return on equity, return on assets, Economic Value
Added (EVA) or total return to stockholders, whether applicable to the
Company or any relevant subsidiary or business unit, or combination
thereof, as the Committee may deem appropriate. The criteria selected by
the Committee shall include a minimum performance standard below which no
payments will be made and a maximum performance level above which no
increased payment will be made. Notwithstanding the foregoing, in no event
may any Performance Goals be established which would permit a Covered
Employee to receive a single Annual Award or a Long-Term Award of more than
200% of such Covered Employee's base annual compensation as of January 1
for the year in which an Award is paid. No payment of any Award may be
made to any Covered Employee unless the material terms of the Performance
Goal under which the compensation is to be paid have been approved by
shareholders of the Company and the Committee has certified in writing that
the Performance Goals and any other material terms of the Award were in
fact satisfied.
(I) MISCELLANEOUS AND ADMINISTRATIVE PROVISIONS
1. All Participants shall be entitled to receive a copy of the Plan
and any amendments made subsequent to its Effective Date.
-10-
<PAGE>
2. The Plan shall be binding upon and inure to the benefit of the
Participants (and their personal representatives), the Company and any
successor organization or organizations which shall succeed to
substantially all of the business and property of the Company, whether
by means of merger, consolidation, acquisition of substantially all of
the assets of the Company or otherwise, including by operation of law.
3. All amounts used for Plan purposes shall be rounded to the
nearest whole dollar.
4. Awards whether in cash or Restricted Stock shall not be subject
to assignment, pledge, lien, or encumbrances of any kind.
5. Participation in the Plan does not guarantee employment by the
Company.
6. Awards shall not be used for any purposes for any employee
benefit plan of the Company.
7. The Plan shall be interpreted under the laws of the State of
Missouri.
-11-
<PAGE>
UTILICORP UNITED INC. PROXY/VOTING INSTRUCTION CARD
- --------------------------------------------------------------------------------
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY FOR THE
ANNUAL MEETING ON MAY 3, 1995. The undersigned hereby constitutes and appoints
Robert K. Green, Robert F. Jackson, Jr. and Avis G. Tucker and each of them,
true and lawful agents and proxies with full power of substitution in each, to
represent and to vote, as designated below, all of the shares of common stock of
UtiliCorp United Inc. held on record by the undersigned on March 6, 1995, at the
Annual Meeting of Stockholders to be held at Bartle Hall's Grand Hall, Kansas
City Convention Center, 301 West 13th Street, Kansas City, Missouri on
Wednesday, May 3, 1995, at 10:00 a.m. (Kansas City time) and at any adjournments
thereof, on all matters coming before said meeting. IF NO DIRECTION AS TO THE
MANNER OF VOTING THE PROXY IS MADE, THE PROXY WILL BE VOTED FOR PROPOSAL 1 (THE
ELECTION OF DIRECTORS) AND FOR PROPOSAL 2.
COMMENTS:
Election of Directors, Nominees:
----------------------------------------------
John R. Baker
----------------------------------------------
Dr. Stanley O. Ikenberry
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Irvine O. Hockaday, Jr.
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(if you have written in the above space, please
mark the corresponding box on the reverse side
of this card)
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES (SEE
REVERSE SIDE) BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN ACCORDANCE
WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. HOWEVER, THE PROXY COMMITTEE
CANNOT VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD.
-------------------------
FOLD AND DETACH HERE
UTILICORP UNITED INC. ANNUAL
MEETING OF
SHAREHOLDERS
MAY 3, 1995, 10:00 A.M.
BARTLE HALL'S GRAND HALL
KANSAS CITY CONVENTION CENTER
301 WEST 13TH STREET
KANSAS CITY, MISSOURI
<PAGE>
X PLEASE MARK YOUR 4941
VOTES AS IN
THIS EXAMPLE.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED BY
YOU. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSAL 1 (THE
ELECTION OF DIRECTORS) AND FOR PROPOSAL 2. IN THEIR DISCRETION, THE PROXIES ARE
AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING.
- -------------------------------------------------------------------------------
The Board of Directors recommends a vote FOR Proposal 1 (the election
of directors) and FOR Proposal 2.
- -------------------------------------------------------------------------------
FOR WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES
/ / / /
1. Election of Directors. To withhold authority to vote
(see reverse) for any individual nominee,
(except as write that nominee's name in the
withheld below) space provided below. (nominees
are listed on reverse)
------------------------------------------
For Against Abstain
/ / / / / /
2. To approve the Annual
and Long Term Incentive
Plan.
/ / Please check this box if you
have written comments on the
reverse side.
NOTE: PLEASE SIGN EXACTLY AS NAME
APPEARS ON THIS FORM. JOINT OWNERS
SHOULD EACH SIGN. WHEN SIGNING AS
ATTORNEY, EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE
FULL TITLE AS SUCH.
----------------------------------
----------------------------------
SIGNATURE(S) DATE
FOLD AND DETACH HERE
YOUR VOTE IS IMPORTANT TO US!
PLEASE FOLLOW THESE STEPS TO ENSURE THAT YOUR PROXY IS PROPERLY
EXECUTED AND RETURNED IN TIME TO BE COUNTED:
1. Mark your vote in one of the two boxes above your name and address
(see "1. Election of Directors"). If you wish to withhold authority to vote
for any individual nominee, write the name of each such nominee on the line
provided.
2. Mark your vote for Proposal 2 in one of the three boxes to the right of
Proposal 2.
3. Sign at right in the space provided, exactly as your name appears on the
form. Joint owners should each sign. Also enter the date.
4. Check the box above your signature if you are adding comments on the other
side.
5. Tear off at perforation and mail the completed card with signature(s) in the
enclosed reply envelope to:
UtiliCorp United Inc.
P.O. Box 8621
Edison, NJ 08818-9128
