<PAGE>
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED MAY 31, 1995)
$100,000,000
UTILICORP UNITED
6 3/8% SENIOR NOTES DUE 2005
Interest on the 6 3/8% Senior Notes Due 2005 (the "Senior Notes") is payable
on June 1 and December 1 of each year, commencing December 1, 1995. The Senior
Notes will mature on June 1, 2005 and will not be redeemable prior to maturity.
The holder of each Senior Note may elect to have such Senior Note, or any
portion thereof that is an integral multiple of $1,000, repaid on June 1, 2000
at 100% of its principal amount, together with accrued interest to June 1, 2000.
Such election, which is irrevocable when made, must be made within the period
commencing April 1, 2000 and ending on the close of business on May 1, 2000. See
Description of Senior Notes.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT
OR THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC (1) DISCOUNT (2) COMPANY (1)(3)
<S> <C> <C> <C>
Per Senior Note.......................... 99.771% 0.500% 99.271%
Total.................................... $99,771,000 $500,000 $99,271,000
</TABLE>
(1) PLUS ACCRUED INTEREST, IF ANY, FROM JUNE 9, 1995 TO THE DATE OF DELIVERY.
(2) THE COMPANY HAS AGREED TO INDEMNIFY THE UNDERWRITERS AGAINST OR MAKE
CONTRIBUTIONS RELATING TO CERTAIN LIABILITIES, INCLUDING LIABILITIES UNDER
THE SECURITIES ACT OF 1933, AS AMENDED.
(3) BEFORE DEDUCTION OF ESTIMATED EXPENSES OF $175,000 PAYABLE BY THE COMPANY.
The Senior Notes are offered severally by the Underwriters, subject to prior
sale, when, as and if issued to and accepted by the Underwriters, and subject to
approval of certain legal matters by counsel for the Underwriters and certain
other conditions. The Underwriters reserve the right to withdraw, cancel or
modify such offer and to reject orders in whole or in part. It is expected that
delivery of the Senior Notes will be made on or about June 9, 1995 in New York,
New York against payment therefor in immediately available funds.
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
BEAR, STEARNS & CO. INC.
CITICORP SECURITIES, INC.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS JUNE 2, 1995.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVERALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SENIOR NOTES
OFFERED HEREBY AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
DESCRIPTION OF SENIOR NOTES
The following description of the particular terms of the Senior Notes
offered hereby supplements, and to the extent inconsistent therewith replaces,
the description of the general terms and provisions of Senior Notes as set forth
in the Prospectus.
GENERAL
The Senior Notes will be issued under an Indenture, dated as of November 1,
1990, as supplemented by a Seventh Supplemental Indenture, dated as of June 1,
1995, between UtiliCorp United Inc. (the "Company" or "UtiliCorp") and The First
National Bank of Chicago, as Trustee, and will be limited to $100,000,000
aggregate principal amount. The Senior Notes will be direct, unsecured
obligations of the Company and rank without preference or priority among
themselves and PARI PASSU with all existing and future unsecured and
unsubordinated indebtedness of the Company. The Senior Notes will mature on June
1, 2005.
The Senior Notes will bear interest from June 9, 1995 at the rate per annum
set forth on the cover page of this Prospectus Supplement, payable on June 1 and
December 1 of each year, commencing December 1, 1995, to the person in whose
name the Senior Note was registered at the close of business on the preceding
May 15 and November 15, respectively, subject to certain exceptions.
REDEMPTION
The Senior Notes will not be redeemable at the option of the Company prior
to maturity.
REPAYMENT AT OPTION OF HOLDER
The Senior Notes will be repayable by the Company at the option of the
registered holders thereof on June 1, 2000, at 100% of their principal amount,
together with interest payable to the date of repayment. For any Senior Note to
be repaid, the Paying Agent (as defined in the Indenture) must have received,
during the period from and including April 1, 2000 to and including the close of
business on May 1, 2000 (or, if May 1, 2000 is not a business day, the next
succeeding business day), (a) appropriate wire instructions and (b) either (i)
the Senior Note with the form entitled "Option to Elect Repayment" attached to
the Senior Note duly completed or (ii) a telegram, telex, facsimile transmission
or letter from a member of a national securities exchange or the NASD or a
commercial bank or trust company in the United States setting forth the name of
the holder of the Senior Note, the principal amount of the Senior Note, the
portion of the principal amount of the Senior Note to be repaid, the certificate
number or a description of the tenor and terms of the Senior Note, a statement
that the option to elect repayment is being exercised thereby and a guarantee
that the Senior Note to be repaid with the form entitled "Option to Elect
Repayment" attached to the Senior Note duly completed will be received by the
Paying Agent not later than five business days after the date of such telegram,
telex, facsimile transmission or letter and such Senior Note and form duly
completed must be received by the Paying Agent by such fifth business day. Any
such election so received by the Paying Agent within such period shall be
irrevocable. The repayment option may be exercised by the registered holder of a
Senior Note for less than the entire principal amount of such Senior Note,
provided that the principal amount to be repaid is equal to $1,000 or an
integral multiple of $1,000. All questions as to the validity, eligibility
(including time of receipt) and acceptance of any Senior Note for repayment will
be determined by the Paying Agent, whose determination shall be final and
binding.
LIMITATION ON ISSUANCE OF MORTGAGE BONDS
The Company has agreed not to issue any Mortgage Bonds under its General
Mortgage Indenture and Deed of Trust, dated September 15, 1988, between the
Company and Commerce Bank of Kansas City, N.A.,
S-2
<PAGE>
as Trustee (the "General Mortgage"), without directly securing the Senior Notes
equally and ratably with the Mortgage Bonds and all other obligations and
indebtedness secured under the General Mortgage. As of the date hereof, there
are no Mortgage Bonds outstanding.
USE OF PROCEEDS
The net proceeds to be received by the Company from the sale of the Senior
Notes offered hereby will be used to reduce short-term debt previously incurred
for construction and acquisitions and for general corporate purposes. In
addition, the Company is simultaneously offering for sale in a separate offering
4,000,000 8 7/8% Cumulative Monthly Income Preferred Securities, Series A
(liquidation preference $25 per Preferred Security) (the "Series A Preferred
Securities"), the proceeds of which will be used for the same purposes. The sale
of the Senior Notes offered hereby is not conditional upon the sale of the
Series A Preferred Securities. At March 31, 1995, the Company had outstanding
short-term debt (excluding current maturities of long-term debt) of $229.4
million with a weighted average interest rate of 6.58%.
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.
UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting Agreement
and the Pricing Agreement relating to the Senior Notes, each dated June 2, 1995,
the Company has agreed to sell to the several Underwriters named below (the
"Underwriters"), and the several Underwriters have agreed to purchase, the
principal amounts of the Senior Notes set forth opposite their names below:
<TABLE>
<CAPTION>
PRINCIPAL
UNDERWRITER AMOUNT
- ------------------------------------------------------------------------------ --------------
<S> <C>
Donaldson, Lufkin & Jenrette Securities Corporation........................... $ 33,333,334
Bear, Stearns & Co. Inc....................................................... 33,333,333
Citicorp Securities, Inc...................................................... 33,333,333
--------------
Total..................................................................... $ 100,000,000
--------------
--------------
</TABLE>
S-3
<PAGE>
The Underwriters have advised the Company that they propose initially to
offer the Senior Notes to the public at the public offering price set forth on
the cover page of this Prospectus Supplement, and to certain dealers at such
price less a concession not in excess of 0.300% of the initial public offering
price of the Senior Notes. The Underwriters may allow, and such dealers may
reallow, a discount not in excess of 0.250% of the initial public offering price
of the Senior Notes to certain other dealers. After the initial public offering,
the public offering price, concession and discount may be changed.
The Company has agreed to indemnify the Underwriters against or make
contributions relating to certain liabilities, including liabilities under the
Securities Act of 1933, as amended.
The Senior Notes will not be listed on any securities exchange, and there
can be no assurance that there will be a secondary market for the Senior Notes.
From time to time, the Underwriters may make a market in the Senior Notes;
however, at this time no determination has been made as to whether the
Underwriters will make a market in the Senior Notes.
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.
S-4
<PAGE>
PROSPECTUS
UTILICORP UNITED INC.
SENIOR NOTES
------------------
UtiliCorp United Inc. (the "Company" or "UtiliCorp") may offer from time to
time up to $200,000,000 aggregate principal amount of its unsecured senior notes
(the "Securities") on terms to be determined at the time of offering. The
specific designation, aggregate principal amount, maturity, rate and times of
payment of interest, if any, redemption and sinking fund terms, if any, other
specific terms and any listing on a securities exchange of each series of the
Securities in respect of which this Prospectus is being delivered will be set
forth in a Prospectus Supplement (the "Prospectus Supplement"), together with
the terms of offering of the Securities. The terms will be established by
negotiation or by competitive bid.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COM-MISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
The Company may sell the Securities in any of the following ways: (i)
through underwriters or dealers; (ii) directly to a limited number of purchasers
or to a single purchaser; or (iii) through agents. The names of any such
underwriter or agents and any applicable commissions or discounts will be set
forth in an accompanying Prospectus Supplement. Pricing information and net
proceeds to the Company from the sale of each series of Securities will also be
set forth in such Prospectus Supplement. See "Plan of Distribution" herein.
------------------------
The date of this Prospectus is May 31, 1995.
<PAGE>
NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS,
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER, DEALER OR
AGENT. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF
AN OFFER TO BUY ANY SECURITIES OFFERED HEREBY TO ANY PERSON IN ANY JURISDICTION
IN WHICH IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION TO SUCH PERSON.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER
ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN
IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF.
------------------------
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the Office of
the Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and
at the following Regional Offices of the Commission: 7 World Trade Center, New
York, New York 10048 and 500 West Madison Street, Suite 1400, Chicago, Illinois
60661. Copies of such material may be obtained from the Public Reference Section
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. Such reports, proxy statements and other information may also
be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York 10005, and the Pacific Stock Exchange, 301 Pine Street, San
Francisco, California 94104.
------------------------
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission pursuant to
the Exchange Act are incorporated in this Prospectus by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994; and
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1995.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of this offering shall be deemed to be incorporated by reference
in this Prospectus and to be a part hereof from the date of filing such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be modified or superseded, for purposes
of this Prospectus, to the extent that a statement contained herein or in any
subsequently filed document which is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus has been delivered, on the written or oral
request of any such person, a copy of any or all of the documents referred to
above which have been or may be incorporated in this Prospectus by reference,
other than exhibits to such documents unless such exhibits are specifically
incorporated by reference into such documents. Such requests should be directed
to Mr. Dale J. Wolf, Vice President, Finance, Treasurer and Corporate Secretary,
UtiliCorp United Inc., 911 Main, P.O. Box 13287, Kansas City, Missouri
64199-3287, telephone number (816) 421-6600.
2
<PAGE>
THE COMPANY
UtiliCorp is a public utility company which supplies electric and gas
utility service through its seven operating divisions, Missouri Public Service,
Peoples Natural Gas, Kansas Public Service, Northern Minnesota Utilities,
Michigan Gas Utilities, West Virginia Power and WestPlains Energy, and 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 businesses of the Company are seasonal, with electric revenues peaking
in the summer and gas revenues peaking in the winter.
The Company is actively seeking expansion through the prudent acquisition of
utility and other energy related properties, including electric and gas
operating utilities, interests in electric generating assets, natural gas
gathering systems and proven reserves.
USE OF PROCEEDS
The net proceeds to be received by the Company from the sale of the
Securities offered hereby will be used to replace maturing long-term debt, 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 "The Company", UtiliCorp is actively seeking to make
acquisitions of utility and other energy related properties. Such acquisitions,
if made, may require additional permanent financings. The nature and amount of
such financings will depend on, among other things, market conditions at the
time of the financings.
RATIO OF EARNINGS TO FIXED CHARGES
For the twelve-month period ended March 31, 1995 and the last five fiscal
years, the ratios of earnings to fixed charges of the Company, computed as set
forth below, were as follows:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
TWELVE MONTHS ENDED ------------------------------------------
MARCH 31, 1995 1994 1993 1992 1991
----------------------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges................... 2.09 2.21 1.99 1.73 2.27
<CAPTION>
1990
---------
<S> <C>
Ratio of Earnings to Fixed Charges................... 2.02
</TABLE>
The ratio of earnings to fixed charges represents the number of times fixed
charges are covered by earnings. For purposes of computing this ratio, earnings
consist of income before income taxes, plus fixed charges. Fixed charges consist
of interest expense (before allowance for borrowed funds used for construction),
amortization of debt issuance costs and such portion of rental expense which the
Company estimates to be representative of the interest factor attributable to
such rental expense.
DESCRIPTION OF SECURITIES
The following description of the terms of the Securities sets forth certain
general terms and provisions. The particular terms of the Securities offered by
any Prospectus Supplement (the "Offered Securities") will be described therein.
The Securities will be issued under an Indenture, dated as of November 1, 1990,
as supplemented (the "Indenture"), between the Company and The First National
Bank of Chicago, as Trustee (the "Trustee"), a copy of which is incorporated by
reference as an exhibit to the Registration Statement. The following summaries
of certain provisions of the Indenture do not purport to be complete and are
subject to, and are qualified in their entirety by
3
<PAGE>
reference to, all the provisions of the Indenture, including the definitions
therein of certain terms. Wherever particular sections or defined terms of the
Indenture are referred to or used herein, such sections or defined terms shall
be incorporated herein by reference as part of the statements made.
GENERAL
The Indenture does not limit the aggregate principal amount of the
Securities or of any particular series of Securities which may be issued
thereunder. The Indenture provides that Securities may be issued from time to
time in one or more series. (Section 301). The Securities will be unsecured
obligations of the Company and will rank on a parity with all other unsecured
and unsubordinated indebtedness of the Company.
Reference is made to the Prospectus Supplement relating to the particular
series of Securities offered thereby for the following terms or additional
provisions of the Offered Securities: (1) the title of the Offered Securities;
(2) any limit on the aggregate principal amount of the Offered Securities; (3)
the price (expressed as a percentage of the aggregate principal amount thereof)
at which the Offered Securities will be issued; (4) the date or dates on which
the Offered Securities will mature; (5) the rate or rates (which may be fixed or
variable) per annum at which the Offered Securities will bear interest, if any;
(6) the date from which such interest, if any, on the Offered Securities will
accrue, the dates on which such interest, if any, will be payable, the date on
which payment of such interest, if any, will commence, the record dates for any
interest payment dates and the person, if different than the registered holder
as of the record date, to whom any interest shall be payable; (7) the dates, if
any, on which and the price or prices at which the Offered Securities will,
pursuant to any mandatory sinking fund provisions, or may, pursuant to any
optional sinking fund provisions, be redeemed by the Company, and the other
detailed terms and provisions of such sinking funds; (8) the date, if any, after
which and the price or prices at which the Offered Securities may, pursuant to
any optional redemption provisions, be redeemed at the option of the Company or
of the Holder thereof and the other detailed terms and provisions of such
optional redemptions; (9) any additional restrictive covenants included solely
for the benefit of the Offered Securities; (10) any additional Events of Default
provided solely with respect to the Offered Securities; (11) the currency or
currencies in which the principal of (and premium, if any) and interest, if any,
on the Offered Securities will be payable; (12) the index, if any, with
reference to which the amount of principal of (and premium, if any) or interest,
if any, on the Offered Securities will be determined; (13) whether a Global
Security is to be issued with respect to the Offered Securities, the name of the
Depository for such Global Security and the terms, if any, upon which interests
in the Global Security may be exchanged for definitive Offered Securities; and
(14) any additional terms of the Offered Securities.
Unless otherwise provided in the Prospectus Supplement relating thereto,
principal of (and premium, if any) and interest, if any, on the Securities will
be payable, and the transfer or exchange of the Securities will be registrable,
at the office or agency maintained by the Company for that purpose in New York,
New York, provided that, at the option of the Company interest may be paid by
check mailed to the address of the Person entitled thereto as it appears on the
Security Register. (Sections 301, 305 and 1002).
Unless otherwise indicated in the Prospectus Supplement relating thereto,
the Securities will be issued only in registered form without coupons and in
denominations of $1,000 and integral multiples thereof. (Section 302). No
service charge will be made for any registration of transfer or exchange of the
Securities, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith. (Section 305).
Securities may be issued as Original Issue Discount Securities to be sold at
a substantial discount below their principal amount. Special Federal income tax,
accounting and other considerations applicable thereto will be described in the
Prospectus Supplement relating thereto. "Original Issue Discount Security" means
any security which provides for the declaration of acceleration of the maturity
of an amount less than the principal amount thereof upon the occurrence and
continuance of an Event of Default. (Section 101).
4
<PAGE>
EVENTS OF DEFAULT
An Event of Default is defined in the Indenture, with respect to Securities
of any series, as: (a) a default in the payment of principal of (or premium, if
any, on) any Security at its Maturity; (b) a default in the payment of any
interest on any Security when due, continued for 30 days; (c) a default in the
payment of any sinking fund instalment, when and as due; (d) failure by the
Company for 60 days after due notice in performance of any other of the
covenants or warranties in the Indenture (other than a covenant or warranty
included in the Indenture solely for the benefit of a series of Securities other
than that series); (e) a default under any indebtedness for money borrowed by
the Company resulting in such indebtedness in an aggregate principal amount
exceeding $5,000,000 becoming due prior to maturity, without such acceleration
having been rescinded within 10 days after due notice of such default as
provided in the Indenture; (f) certain events of bankruptcy, insolvency or
reorganization of the Company; and (g) any other Event of Default provided with
respect to Securities of that series. (Section 501).
The Indenture provides that, if any Event of Default with respect to
Securities of any series at the time Outstanding occurs and is continuing,
either the Trustee or the Holders of not less than 25% in principal amount of
the Outstanding Securities of that series may, by notice as provided in the
Indenture, declare the principal amount (or, if the Securities of that series
are Original Issue Discount Securities, such portion of the principal amount as
may be specified in the terms of that series) of all Securities of that series
to be due and payable immediately, but upon certain conditions such declaration
may be annulled and past defaults (except, unless theretofore cured, a default
in payment of principal of (or premium, if any) or interest, if any, on the
Securities of that series and certain other specified defaults) may be waived by
the Holders of a majority in principal amount of the Outstanding Securities of
that series on behalf of the Holders of all Securities of that series. (Sections
502 and 513).
Reference is made to the Prospectus Supplement relating to each series of
Offered Securities which are Original Issue Discount Securities for the
particular provisions relating to acceleration of the Maturity of a portion of
the principal amount of such Original Issue Discount Securities upon the
occurrence of an Event of Default and the continuation thereof.
The Indenture provides that the Trustee will, within 90 days after the
occurrence of a default with respect to Securities of any series at the time
Outstanding, give to the Holders of the Outstanding Securities of that series
notice of such default known to it if uncured or not waived, provided, that,
except in the case of default in the payment of principal of (or premium, if
any) or interest, if any, on any Security of that series, or in the payment of
any sinking fund instalment which is provided, the Trustee will be protected in
withholding such notice if the Trustee in good faith determines that the
withholding of such notice is in the interest of the Holders of the Outstanding
Securities of such series; and, provided further, that such notice shall not be
given until 30 days after the occurrence of a default with respect to
Outstanding Securities of any series in the performance of a covenant in the
Indenture other than for the payment of the principal of (or premium, if any) or
interest, if any, on any Security of such series or the deposit of any sinking
fund instalment with respect to the Securities of such series. The term default
with respect to any series of Outstanding Securities for the purpose only of
this provision means the happening of any of the Events of Default specified in
the Indenture and relating to such series of Outstanding Securities, excluding
any grace periods and irrespective of any notice requirements. (Section 602).
The Indenture contains a provision entitling the Trustee, subject to the
duty of the Trustee during default to act with the required standard of care, to
be indemnified by the Holders of any series of Outstanding Securities before
proceeding to exercise any right or power under the Indenture at the request of
the Holders of such series of Securities. (Section 603). The Indenture provides
that the Holders of a majority in principal amount of Outstanding Securities of
any series may direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or other power
conferred on the Trustee, provided that the Trustee may decline to act if such
direction is contrary to law or the Indenture. (Section 512).
5
<PAGE>
The Indenture includes a covenant that the Company will file annually with
the Trustee a certificate of no default, or specifying any default that exists.
(Section 1007).
DEFEASANCE
The Indenture provides that the Company, at its option, (a) will be
discharged from any and all obligations with respect to the Securities (except
for certain obligations which include registering the transfer or exchange of
the Securities, replacing stolen, lost or mutilated Securities, maintaining
paying agencies and holding monies for payment in trust) or (b) need not comply
with certain restrictive covenants of the Indenture, upon the deposit with the
Trustee (and in the case of a discharge, 91 days after such deposit), in trust,
of money, or U.S. Government Obligations, or a combination thereof, which
through the payment of interest thereon and principal thereof in accordance with
their terms will provide money, in an amount sufficient to pay all the principal
of and interest on the Securities on the date such payments are due in
accordance with the terms of the Securities to their stated maturities or to and
including a redemption date which has been irrevocably designated by the Company
for redemption of the Securities. To exercise any such option, the Company is
required to meet certain conditions, including delivering to the Trustee an
opinion of counsel to the effect that the deposit and related defeasance would
not cause the Holders of the Securities to recognize income, gain or loss for
federal income tax purposes. (Sections 403 and 1008).
MODIFICATION OF THE INDENTURE
The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the Holders of not less than 66 2/3% in principal amount of
each series of Outstanding Securities affected thereby (voting as a class), to
execute supplemental indentures adding any provisions to or changing or
eliminating any of the provisions of the Indenture or modifying the rights of
the Holders of Outstanding Securities of such series, except that no such
supplemental indenture may (a) change the Stated Maturity of any Security, (b)
reduce the principal amount of, or the rate of interest or any premium on, any
Security, (c) change the place or currency of payment on any Security, (d)
impair the right to institute suit for the enforcement of any payment on or
after the Stated Maturity thereof, (e) reduce the above-stated percentage of
Outstanding Securities necessary to modify or amend the Indenture, or (f) reduce
the percentage of aggregate principal amount of Outstanding Securities necessary
for waiver of compliance with certain provisions of the Indenture or for the
waiver of certain covenants and defaults. (Section 902).
CONSOLIDATION, MERGER AND SALE OF ASSETS
The Indenture contains a provision permitting the Company, without the
consent of the Holders of any of the Outstanding Securities under the Indenture,
to consolidate with or merge into any other corporation or transfer or lease its
assets substantially as an entirety to any Person or to acquire or lease the
assets of any Person substantially as an entirety or to permit any corporation
to merge into the Company, provided that: (i) the successor is a corporation
organized under the laws of any domestic jurisdiction; (ii) the successor
corporation, if other than the Company, assumes the Company's obligations on the
Securities and under the Indenture; and (iii) after giving effect to the
transaction, no Event of Default, and no event which, after notice or lapse of
time, would become an Event of Default, shall have occurred and be continuing.
(Section 801).
Unless otherwise indicated in the Prospectus Supplement, certain of the
covenants described above would not necessarily afford the Holders protection in
the event of a highly leveraged transaction involving the Company, such as a
leveraged buyout. However, issuance of debt securities by the Company requires
regulatory approval.
OUTSTANDING SECURITIES
The Indenture provides that, in determining whether the Holders of the
requisite principal amount of Outstanding Securities have given any request,
demand, authorization, direction, notice, consent or waiver under the Indenture,
(i) the portion of the principal amount of an Original Issue Discount Security
that shall be deemed to be Outstanding for such purposes shall be that portion
of
6
<PAGE>
the principal amount thereof that could be declared to be due and payable upon
the occurrence of an Event of Default and the continuation thereof pursuant to
the terms of such Original Issue Discount Security as of the date of such
determination, and (ii) Securities owned by the Company or any of its Affiliates
shall not be deemed to be Outstanding. (Section 101).
REGARDING THE TRUSTEE
The Company has a bank line of credit with the Trustee and maintains
depository and other banking relationships with the Trustee.
PLAN OF DISTRIBUTION
The Company may sell the Securities in any of the following ways: (i)
through underwriters or dealers; (ii) directly to a limited number of purchasers
or to a single purchaser; or (iii) through agents. The Prospectus Supplement
with respect to the series of Securities being offered thereby will set forth
the terms of the offering of such Securities, including the name or names of any
underwriters, the purchase price of such Securities and the proceeds to the
Company from such sale, any underwriting discounts and other items constituting
underwriters' compensation, any initial public offering price and any discounts
or concessions allowed or reallowed or paid to dealers and any securities
exchanges on which such Securities may be listed.
If underwriters are used in the sale of a series of Securities, such
Securities will be acquired by the underwriters for their own account and may be
resold from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. The Securities may be either offered to the public through
underwriting syndicates (which may be represented by managing underwriters
designated by the Company), or directly by one or more underwriters acting
alone. Unless otherwise set forth in the Prospectus Supplement, the obligations
of the underwriters to purchase the Securities of the series offered thereby
will be subject to certain conditions precedent, and the underwriters will be
obligated to purchase all such Securities if any are purchased. Any initial
public offering price and any discounts or concessions allowed or reallowed or
paid to dealers may be changed from time to time.
Securities may be sold directly by the Company or through agents designated
by the Company from time to time. The Prospectus Supplement with respect to any
series of Securities sold in this manner will set forth the name of any agent
involved in the offer or sale of such series of Securities as well as any
commissions payable by the Company to such agent. Unless otherwise indicated in
the Prospectus Supplement, any such agent is acting on a best efforts basis for
the period of its appointment.
If dealers are utilized in the sale of any series of Securities, the Company
will sell such Securities to the dealers, as principal. Any dealer may then
resell such Securities to the public at varying prices to be determined by such
dealer at the time of resale. The name of any dealer and the terms of the
transaction will be set forth in the Prospectus Supplement with respect to the
Securities being offered thereby.
It has not been determined whether any series of the Securities will be
listed on a securities exchange. Underwriters intend to, but will not be
obligated to, make a market in any series of Securities. The Company cannot
predict the activity of trading in, or liquidity of, any series of the
Securities.
Agents, underwriters and dealers may be entitled, under agreements entered
into with the Company, to indemnification by the Company against certain civil
liabilities, including liabilities under the Securities Act of 1933, as amended,
or to contribution with respect to payments which the agents, underwriters or
dealers may be required to make in respect thereof. Agents, underwriters and
dealers may be customers of, engage in transactions with, or perform services
for the Company in the ordinary course of business.
7
<PAGE>
LEGAL OPINIONS
The legality of the Securities will be passed upon for the Company by
Blackwell Sanders Matheny Weary & Lombardi L.C., Two Pershing Square, 2300 Main
Street, Kansas City, Missouri 64108, and for the underwriter(s), purchaser(s) or
agent(s) by Milbank, Tweed, Hadley & McCloy, 1 Chase Manhattan Plaza, New York,
New York 10005. Milbank, Tweed, Hadley & McCloy from time to time provides legal
services to the Company.
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.
8
<PAGE>
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NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS IN
CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE UNDERWRITERS. NEITHER THE
DELIVERY OF THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS NOR ANY SALE MADE
HEREUNDER AND THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE
HEREOF. THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTITUTE AN OFFER
OR SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR
SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION.
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
<S> <C>
Description of Senior Notes.................... S-2
Use of Proceeds................................ S-3
Recent Developments............................ S-3
Underwriting................................... S-3
Experts........................................ S-4
PROSPECTUS
Available Information.......................... 2
Incorporation of Certain Documents by
Reference..................................... 2
The Company.................................... 3
Use of Proceeds................................ 3
Ratio of Earnings to Fixed Charges............. 3
Description of Securities...................... 3
Plan of Distribution........................... 7
Legal Opinions................................. 8
Experts........................................ 8
</TABLE>
$100,000,000
UTILICORP UNITED INC.
6 3/8% SENIOR NOTES DUE 2005
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PROSPECTUS SUPPLEMENT
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DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
BEAR, STEARNS & CO. INC.
CITICORP SECURITIES, INC.
JUNE 2, 1995
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