<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 4, 1995
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
UTILICORP UNITED INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 44-0541877
(State or other jurisdiction (I.R.S. Employer
of Identification Number)
incorporation or
organization)
</TABLE>
911 MAIN, KANSAS CITY, MISSOURI 64105
(816) 421-6600
(Address, including zip code and telephone number,
including area code, of Registrant's principal executive offices)
RICHARD C. GREEN, JR.
UTILICORP UNITED INC.
911 MAIN, KANSAS CITY, MISSOURI 64105
(816)421-6600
(Name, address, including zip code and telephone number,
including area code, of agent for service)
--------------------------
COPIES TO:
JEFFREY T. HAUGHEY, ESQ.
BLACKWELL SANDERS MATHENY
WEARY & LOMBARDI L.C.
TWO PERSHING SQUARE
2300 MAIN STREET, SUITE 1100
KANSAS CITY, MISSOURI 64108
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
--------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES BEING REGISTERED BE REGISTERED PER UNIT* OFFERING PRICE* REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, par value $1 per
share................................ 3,000,000 shares $26.50 $79,500,000 $27,428
<FN>
*Estimated solely for the purpose of calculating the registration fee. The fee
is calculated upon the basis of the average of the high and low price for
shares of Common Stock of the Registrant reported on the New York Stock
Exchange composite tape on January 3, 1995.
</TABLE>
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(1),
MAY DETERMINE.
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<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
[SUBJECT TO COMPLETION, DATED JANUARY 4, 1995]
PROSPECTUS
3,000,000 SHARES
------------------------
[LOGO]
COMMON STOCK
(PAR VALUE $1.00 PER SHARE)
------------------------
DIVIDEND REINVESTMENT AND COMMON STOCK PURCHASE PLAN
---------------------
The Dividend Reinvestment and Common Stock Purchase Plan (the "Plan") of
UtiliCorp United Inc. ("UtiliCorp" or the "Company") provides investors with an
attractive and convenient method of investing cash dividends and optional cash
deposits in additional shares of Common Stock, par value $1.00 (the "Common
Stock"), of UtiliCorp without payment of any brokerage commission or service
charge. The price to be paid for such additional shares will be 5% less than the
Market Price (as defined herein) for the reinvestment of cash dividends and the
Market Price for the investment of optional cash deposits. The discount from
Market Price for the investment of cash dividends is subject to change from time
to time at UtiliCorp's discretion.
Enrollment in the Plan is entirely voluntary and Service Users (as defined
herein) in the Plan may terminate their participation at any time. Current
stockholders who do not enroll in the Plan will continue to receive their cash
dividends, if and when declared, as usual. Participants in the Company's
previous Dividend Reinvestment and Stock Purchase Plan will automatically be
enrolled in the Plan. A broker, bank or other nominee may reinvest dividends and
make optional cash deposits on behalf of beneficial owners.
This Prospectus relates to 3,000,000 authorized shares of UtiliCorp's Common
Stock registered for purchase under the Plan. Service Users should retain this
Prospectus for future reference.
THE PLAN ACCOUNTS ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF
ANY SAVINGS BANK OR NON-BANK SUBSIDIARY OF UTILICORP AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, BANK INSURANCE FUND, SAVINGS ASSOCIATION
INSURANCE FUND OR ANY OTHER GOVERNMENTAL AGENCY.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
--------------------------
THE DATE OF THIS PROSPECTUS IS , 1995
<PAGE>
AVAILABLE INFORMATION
UtiliCorp is subject to the information 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 public reference
facilities of the Commission at Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549; and at the Commission's Regional Offices located at Room 1400,
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661; and 7 World Trade Center, Suite 1300, New York, New York 10048.
Copies of such material can be obtained by mail from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. In addition, reports, proxy statements and other information
concerning UtiliCorp may be inspected at the offices of the New York Stock
Exchange, 20 Broad Street, New York, New York 10005 and the Pacific Stock
Exchange, 115 Sansome Street, 2nd Floor, San Francisco, California 94104.
------------------------
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed under the Exchange Act with the Commission are
incorporated herein by reference:
(a) UtiliCorp's Annual Report on Form 10-K for the year ended December 31,
1993;
(b) UtiliCorp's Quarterly Reports on Form 10-Q for the quarters ended March
31, 1994, June 30, 1994 and September 30, 1994; and
(c) The description of Common Stock contained in UtiliCorp's Registration
Statement on Form 8-B dated May 5, 1987.
All documents filed by UtiliCorp pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering made hereby shall be deemed to be incorporated
by reference into this Prospectus and to be 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 other 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.
Any person, including any beneficial owner, receiving a copy of this
Prospectus may obtain without charge, upon request, a copy of any of the
foregoing documents incorporated herein by reference other than exhibits to such
documents unless such exhibits are specifically incorporated by reference in
such documents. Written requests should be directed to UtiliCorp United Inc.,
911 Main, Suite 3000, Kansas City, MO 64105, Attention: Shareholder Relations.
Telephone requests may be directed to 800-487-6661.
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2
<PAGE>
UTILICORP UNITED INC.
The Company 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, WestPlains Energy and West Virginia Power and a
subsidiary, West Kootenay Power, Ltd. The Company also has non-regulated
subsidiaries which own utility assets and engage in energy related services. The
Company has its principal executive offices at 911 Main, Suite 3000, Kansas
City, Missouri 64105, telephone number 800-487-6661.
The Company's Common Stock is listed on the New York, Pacific and Toronto
Stock Exchanges. The closing price of the Common Stock on January 3, 1995, as
shown by THE WALL STREET JOURNAL, was $26.50.
USE OF PROCEEDS
The Company does not know either the number of shares that will ultimately
be purchased under the Plan or the prices at which such shares will be sold. The
Company intends to apply any proceeds received from the sale of shares pursuant
to the Plan to its general funds to repayment of short-term debt used for
acquisitions, construction and/or for working capital and other corporate
purposes.
DESCRIPTION OF THE PLAN
THE PLAN
The following, in question and answer format, sets forth the provisions of
and constitutes the Dividend Reinvestment and Common Stock Purchase Plan of the
Company as in effect for cash dividends paid and optional cash payments received
after February 12, 1995.
PURPOSE
1. WHAT IS THE PLAN'S PURPOSE?
The Plan provides eligible investors in Common Stock with a convenient
method of investing cash dividends at a discount from Market Price (as defined
in Question 13) and optional cash deposits in shares of Common Stock without
payment of any brokerage commission or service charge. See Question 19 for
information concerning limitations applicable to optional cash deposits and
certain of the factors considered by the Company in granting waivers from such
limitations. The Plan is intended for the benefit of investors in UtiliCorp and
not for individuals or investors who engage in transactions which may cause
aberrations in the pricing or trading volume of Common Stock.
The Company reserves the right to modify, suspend or terminate participation
in the Plan by otherwise eligible investors in order to eliminate practices
which are not consistent with the purposes of the Plan.
OPTIONS TO SERVICE USERS
2. WHAT OPTIONS ARE AVAILABLE TO ENROLLED SERVICE USERS?
Eligible investors who wish to participate in the Plan (each a "Service
User") may elect to have cash dividends paid on all or a portion of their total
share position of Common Stock and the balance automatically reinvested in
additional shares of Common Stock. Cash dividends are paid on the
3
<PAGE>
Common Stock when and as declared by the Company's Board of Directors. There is
no minimum limitation on the amount of dividends a Service User may reinvest
under the dividend reinvestment feature of the Plan.
Each month, Service Users may also elect to invest optional cash deposits in
additional shares of Common Stock at the Market Price (see Question 17), subject
to a minimum per month purchase of $50 and a maximum per month purchase of
$10,000, subject to waiver. See Question 19 for information concerning
limitations applicable to optional cash deposits and the availability of waivers
with respect to such limitations. Service Users may make optional cash deposits
even if dividends on their shares of Common Stock are not being reinvested.
ADVANTAGES AND DISADVANTAGES
3. WHAT ARE THE ADVANTAGES AND DISADVANTAGES OF THE PLAN?
Advantages:
(a) The Plan provides Service Users with the opportunity to reinvest
cash dividends paid on all or a portion of their shares of Common Stock in
additional shares of Common Stock at a 5% discount (subject to change) from
the Market Price. No commission or service charges are paid by the Service
Users in connection with any reinvestment of dividends made under the Plan.
(b) The Plan provides Service Users with the opportunity to make monthly
investments of optional cash deposits, subject to minimum and maximum
amounts, for the purchase of additional shares of Common Stock at the Market
Price. No brokerage commissions or service charges are paid by Service Users
in connection with any purchase of shares made under the Plan.
(c) Persons not presently owning shares of common stock may become
Service Users by making an initial cash investment of $250 or more to
purchase shares under the Plan.
(d) All cash dividends paid on Service Users' shares can be fully
invested in additional shares of Common Stock because the Plan permits
fractional shares to be credited to Plan accounts. Dividends on such
fractional shares, as well as on whole shares, can be paid in cash or can be
reinvested in additional shares which will be credited to Plan accounts.
(e) The Plan Administrator, at no charge to Service Users, provides for
the safekeeping of stock certificates for shares credited to each Plan
account. However, if a Service User wishes to receive a certificate, it may
be requested by writing the Plan Administrator (see Question 27) and a
certificate will be issued at no charge to the Service User.
(f) Quarterly statements will be sent, at no charge, reflecting all
current activity, including share purchases and latest Plan account balance,
simplifying Service Users' record keeping.
Disadvantages:
(a) No interest will be paid by the Company or the Plan Administrator on
dividends or optional cash deposits held pending reinvestment or investment.
(See Question 12.) In addition, optional cash deposits in excess of $10,000
may be subject to return to the Service User without interest in the event
that the Service User did not obtain a waiver from the Company. (See
Question 19.)
4
<PAGE>
(b) The actual number of shares to be issued to a Service User's Plan
account will not be determined until after the end of the relevant Pricing
Period (as defined herein). Therefore, during the Pricing Period, Service
Users will not know the actual number of shares they have purchased or the
purchase price for such shares.
(c) Once optional cash deposits have been received by the Plan
Administrator, these deposits will not be returned to Service Users unless a
written request is received by the Plan Administrator at least five business
days prior to the Investment Date (as defined herein). (See Questions 20 and
22.)
(d) The Market Price of shares purchased pursuant to the Plan may be
greater than the fair market value of such shares on the relevant Investment
Date.
(e) Discounts to the Market Price with respect to dividend reinvestments
may result in additional taxable income to the Service User, and commissions
paid by the Company for the purchase of shares on the open market to fund
the Plan will be taxable items for the Service Users. (See Question 35.)
(f) Service Users who resell shares of Common Stock will be charged
transaction fees, brokerage commission and any applicable transfer taxes on
such resales. (See Question 23.)
ADMINISTRATION
4. WHO ADMINISTERS THE PLAN FOR SERVICE USERS?
The Company intends to retain First Chicago Trust Company of New York as
plan administrator (the "Plan Administrator") to administer the Plan, keep
records, send statements of account to each Service User and perform other
duties related to the Plan. Shares purchased for each Service User under the
Plan will be held in safekeeping by or through the Plan Administrator until such
Service User terminates participation in the Plan or until a written request is
received from such Service User for issuance of a stock certificate for all or a
portion of its share position. (See Questions 25 and 27.) The Plan Administrator
also acts as dividend disbursing agent, transfer agent and registrar for the
Common Stock.
The Company may adopt rules and regulations to facilitate administration of
the Plan and has the right to replace the Plan Administrator at any time.
PARTICIPATION
5. WHO IS ELIGIBLE TO PARTICIPATE?
Stockholders who are currently enrolled in the Company's previous Dividend
Reinvestment and Stock Purchase Plan are automatically enrolled in the Plan and
may start to use Plan services immediately. Otherwise, stockholders must return
a properly executed Enrollment Form to the Plan Administrator.
Beneficial Owners, stockholders whose shares are held in nominee name by
their bank or broker, must either (i) become Registered Owners, stockholders who
are registered on the books of the Corporation by having such shares transferred
into their own names, or (ii) make arrangements with their broker, bank or other
nominee to participate on their behalf. (See Question 6.)
5
<PAGE>
Persons not presently holding Common Stock must complete an Enrollment Form
and make a minimum initial investment of $250.
Persons who reside in jurisdictions in which it is unlawful for UtiliCorp to
permit their participation are not eligible to participate in the Plan.
Regulations in certain countries may limit or prohibit participation in this
type of Plan. Therefore, persons residing outside the United States who wish to
participate in the Plan should first determine whether they are subject to any
governmental regulation prohibiting their participation.
6. HOW DOES A PERSON OR ENTITY ENROLL IN THE PLAN AND BECOME A SERVICE USER?
If a person or entity is not currently a holder of the Company's common
stock, they must complete an Enrollment Form and send it, along with a minimum
initial investment of $250, to the Plan Administrator at First Chicago Trust
Company, P. O. Box 2598, Jersey City NJ, 07303-2598.
Stockholders who are currently enrolled in the Company's previous Dividend
Reinvestment and Stock Purchase Plan will automatically be enrolled in the Plan
as a Service User. The accounts of such stockholders will not change unless, as
Service Users, they choose to participate in any of the new features offered
under this Plan.
Beneficial Owners who wish to join the Plan must instruct their broker, bank
or other nominee to complete and sign the Enrollment Form and return it to the
Plan Administrator. In certain situations where the broker, bank or other
nominee holds shares of a Beneficial Owner in the name of a major securities
depository, a Broker and Nominee Form (a "B&N Form") may also be required to
participate in the Plan. (See Questions 8 and 17.)
STOCKHOLDERS WHO ARE NOT CURRENTLY ENROLLED IN THE COMPANY'S PREVIOUS
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN MUST RETURN A PROPERLY EXECUTED
ENROLLMENT FORM TO THE PLAN ADMINISTRATOR TO ENROLL IN THE PLAN. IF SUCH A
STOCKHOLDER RETURNS A PROPERLY EXECUTED ENROLLMENT FORM TO THE PLAN
ADMINISTRATOR WITHOUT ELECTING AN INVESTMENT OPTION, SUCH ENROLLMENT FORM WILL
BE DEEMED TO INDICATE THE INTENTION OF SUCH STOCKHOLDER TO APPLY ALL CASH
DIVIDENDS AND OPTIONAL CASH DEPOSITS TOWARD THE PURCHASE OF ADDITIONAL SHARES OF
COMMON STOCK. Investment option elections are explained in Question 7.
Written requests for Enrollment Forms and B&N Forms, and requests for the
return of previously delivered optional cash deposits (received by the Plan
Administrator at least five business days prior to the Investment Date) and
requests to terminate participation in the Plan or to withdraw Plan Shares (see
Question 27) should be directed to the Plan Administrator at:
UtiliCorp United Inc.
c/o First Chicago Trust Company of New York
P. O. Box 2598
Jersey City, NJ 07303-2598
7. WHAT DOES THE ENROLLMENT FORM PROVIDE?
The Enrollment Form appoints the Plan Administrator as agent for the Service
User and directs the Company to pay to the Plan Administrator each Service
User's cash dividends on all or a specified number of shares of Common Stock
owned by the Service User on the applicable record date ("Plan Shares"). The
Enrollment Form directs the Plan Administrator to purchase on the Investment
Date additional shares of Common Stock with such dividends and any optional cash
deposits made by the
6
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Service User. Dividends will continue to be reinvested on the number of Plan
Shares specified in the Enrollment Form until the Service User specifies
otherwise, terminates participation or the Plan is terminated.
The Enrollment Form provides for the purchase of additional shares of Common
Stock through the following investment options:
(1) If "Full Dividend Reinvestment" is elected, the Plan Administrator will
apply all cash dividends on all shares of Common Stock then or
subsequently registered in the Service User's name, including all whole
and fractional Plan Shares and all cash dividends on all Plan Shares,
together with any optional cash deposits, toward the purchase of
additional shares of Common Stock.
(2) If "Partial Dividend Reinvestment" is elected, the Plan Administrator
will pay cash dividends on only the number of whole Shares designated by
the Service User on the Enrollment Form and all other dividends paid on
Plan Shares and certificate shares will be reinvested toward the purchase
of additional shares of Common Stock.
(3) If "Optional Cash Deposits Only" is elected, the Service User will
continue to receive cash dividends on shares of Common Stock registered
in that Service User's name in the usual manner, and the Plan
Administrator will apply only optional cash deposits received from the
Service User toward the purchase of additional shares of Common Stock.
Once purchased pursuant to the Plan, dividends on shares of Common Stock
purchased with optional cash deposits will also be paid to the Service
User.
Service Users may change their investment options at any time by requesting
a new Enrollment Form and returning it to the Plan Administrator at the address
set forth in Question 6. See Question 10 for the effective date for any change
in investment options.
8. WHO MAY USE THE ENROLLMENT FORM AND WHEN IS A B&N FORM USED?
The Enrollment Form is designed to be used by eligible stockholders whose
shares are registered in their names for the reinvestment of dividends and for
optional cash deposits and by investors wishing to join the Plan who are not
currently stockholders of the Company. In addition, the Enrollment Form may be
used by a broker, bank or other nominee as owner of record on behalf of a
Beneficial Owner for the reinvestment of dividends and for optional cash
deposits. However, if a broker, bank or other nominee holds shares of a
Beneficial Owner in the name of a major securities depository, the Enrollment
Form may be used solely for the reinvestment of dividends, and optional cash
deposits must be made through the use of the B&N Form.
The B&N Form provides the only means by which a broker, bank or other
nominee holding shares of a Beneficial Owner in the name of a major securities
depository may invest optional cash deposits on behalf of such Beneficial Owner.
A B&N Form must be delivered to the Plan Administrator each time that such
broker, bank or nominee transmits optional cash deposits on behalf of a
Beneficial Owner. B&N Forms will be furnished at any time upon request to the
Plan Administrator at the address or telephone number specified in Question 6.
The Company reserves the right to modify, suspend or terminate participation
in the Plan by otherwise eligible investors in order to eliminate practices
which are not consistent with the purposes of the Plan.
7
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9. WHEN MAY AN ELIGIBLE INVESTOR ENROLL IN THE PLAN?
Eligible investors may enroll in the Plan at any time. Once enrolled,
Service Users remain enrolled until they discontinue their participation or
until the Plan is terminated. See Questions 30 and 38 regarding termination of
the Plan.
10. WHEN IS A SERVICE USER'S ENROLLMENT IN THE PLAN OR CHANGE IN INVESTMENT
OPTIONS EFFECTIVE?
For enrollment or a change in investment options to be effective with
respect to a particular dividend, an Enrollment Form must be received by the
Plan Administrator on or before the record date established for such dividend.
If the Enrollment Form is received after that record date, the reinvestment of
dividends will begin on the Investment Date following the next dividend record
date, provided that such stockholder is still an eligible stockholder. An
eligible investor may also enroll in the Plan through the timely delivery of an
Enrollment Form and an optional cash deposit. (See Question 21.)
PURCHASES
11. WHAT IS THE PURCHASE PRICE DISCOUNT ASSOCIATED WITH THE REINVESTMENT OF
CASH DIVIDENDS?
The purchase price for shares acquired under the Plan by reinvestment of
cash dividends may be reduced by a purchase price discount. The purchase price
discount for the reinvestment of cash dividends is 5%. (See Question 13.) The
purchase price discount is subject to change from time to time at the Company's
discretion. The purchase price discount is not expected to ever exceed 5%, but
may be reduced to zero. Changes to the purchase price discount with respect to
reinvestment of cash dividends will be made by the Company notifying the Plan
Administrator of the change at least 3 business days prior to the relevant
record date. As used herein, the term "business day" shall mean any day other
than a Saturday, Sunday or a legal holiday on which the New York Stock Exchange
(the "NYSE") is closed or a day on which the Plan Administrator is authorized or
obligated by law to close. Neither the Company nor the Plan Administrator shall
be required to provide any written notice to Service Users of changes to the
purchase price discount, but current information regarding the purchase price
discounts may be obtained by telephoning the Plan Administrator at 800-884-5426
or UtiliCorp at 800-487-6661.
12. WHEN WILL SHARES BE PURCHASED UNDER THE PLAN?
Purchases of shares of Common Stock will be made on the relevant Investment
Date (as defined in Questions 14 and 20) or, in the case of open market
purchases, as soon thereafter as determined by the Plan Administrator, but in no
event later than 30 days after the Investment Date with respect to dividend
reinvestment or 35 days after the receipt of optional cash deposits by the Plan
Administrator. In the event that such shares are purchased on the open market,
the Plan Administrator may acquire such shares on any securities exchange where
the Common Stock is traded, in the over-the-counter market or by negotiated
transactions and such shares may be subject to such terms with respect to price,
delivery, etc. as agreed upon by the Plan Administrator. Neither the Company nor
any Service User shall have any authority or power to direct the time or price
at which shares may be purchased, or the selection of the broker or dealer
through or from whom purchases are to be made.
NO INTEREST WILL BE PAID BY THE COMPANY OR THE PLAN ADMINISTRATOR ON
DIVIDENDS OR OPTIONAL CASH DEPOSITS HELD PENDING REINVESTMENT OR INVESTMENT.
8
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13. WHAT WILL BE THE PRICE PER SHARE TO PURCHASE SHARES WITH REINVESTED
DIVIDENDS FOR SERVICE USERS?
The purchase price per share of Common Stock purchased with reinvested
dividends will be 5% (subject to change) below the Market Price of the Common
Stock. "Market Price", with respect to dividend reinvestments, means the average
of the daily high and low sale prices, computed to three decimal places, of the
Common Stock on the NYSE for the last five Trading Days before the dividend
payment date, which is typically the 12th calendar day of the month. (See
Question 14.) A "Trading Day" means a day on which trades in Common Stock are
reported on the NYSE. The period encompassing the last five Trading Days before
the dividend payment date constitutes the relevant "Pricing Period", with
respect to dividend reinvestments.
14. WHAT ARE THE RECORD DATES AND INVESTMENT DATES FOR DIVIDEND REINVESTMENTS?
For the reinvestment of dividends, the record date is the record date
declared by the Board of Directors for such dividend. Likewise, the dividend
payment date declared by the Board of Directors constitutes the "Investment
Date" applicable to the reinvestment of such dividend, except that if any such
date falls on a date when the NYSE is closed, the first day immediately
following such date on which the NYSE is open shall be the Investment Date.
Dividends will be reinvested on the Investment Date based on the Market Price
determined during the immediately preceding Pricing Period. In the past, record
dates for quarterly dividends on the Common Stock have preceded the dividend
payment dates by approximately three weeks. Dividend payment dates historically
have occurred on the 12th day of the calendar month.
There can be no assurance as to the declaration or payment of dividends, and
nothing contained in the Plan obligates the Company to declare or pay any
dividends. The Plan does not represent a change in the Company's dividend policy
or a guarantee of future dividends, which will continue to be determined by the
Board of Directors based upon the Company's earnings, financial condition and
other factors.
Please refer to Questions 17 and 20 for a discussion of the record dates and
Investment Dates applicable to optional cash deposits.
15. HOW WILL THE NUMBER OF SHARES PURCHASED FOR A SERVICE USER BE DETERMINED?
With respect to dividend reinvestments, a Service User's Plan account will
be credited with the number of shares, including fractions computed to three
decimal places, equal to the amount of dividends paid on the number of shares
authorized by the Service User's Enrollment Form, divided by the purchase price
per share as calculated pursuant to Question 13. With respect to optional cash
deposits, a Service User's Plan account will be credited with the number of
shares, including fractions computed to three decimal places, equal to such
deposits divided by the purchase price as calculated pursuant to Question 17.
16. WHAT IS THE SOURCE OF COMMON STOCK PURCHASED UNDER THE PLAN?
Plan Shares will be purchased either (i) directly from the Company as
authorized but unissued shares, (ii) on the open market by the Company or by the
Plan Administrator or its agent, or (iii) through a combination of (i) and (ii).
9
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OPTIONAL CASH DEPOSITS
17. HOW DOES THE OPTIONAL CASH DEPOSIT FEATURE OF THE PLAN WORK?
All investors, except for brokers, banks and other nominees (discussed
below), who have submitted signed Enrollment Forms indicating their intention to
participate in this feature of the Plan are eligible to make optional cash
deposits during any month, whether or not a dividend is declared. Each month the
Plan Administrator will apply any optional cash deposit received from a Service
User prior to the Investment Date, which is typically the 12th of the month,
towards the purchase of additional shares of the Company's Common Stock at the
Market Price. "Market Price", with respect to optional cash deposits, means the
average of the daily high and low sales prices, computed to three decimal
places, of the Common Stock on the NYSE for the last five Trading Days before
the Investment Date. The period encompassing the last five trading days before
the Investment Date constitutes the relevant "Pricing Period". The Plan
Administrator will not return any optional cash deposits unless written notice
is received five days prior to the Investment Date.
A broker, bank or other nominee, as holder of shares of Common Stock on
behalf of a Beneficial Owner, may utilize the Enrollment Form for optional cash
deposits, unless such entity holds the shares in the name of a major securities
depository, in which case optional cash deposits must be made through the use of
the B&N Form. (See Question 8.)
18. MAY SERVICE USERS HAVE THEIR SAVINGS OR CHECKING ACCOUNT AUTOMATICALLY
DEBITED TO MAKE OPTIONAL CASH PURCHASES?
Service Users may pre-authorize the Plan Administrator to deduct a set
amount from their checking or savings account periodically (e.g., monthly) and
use the funds as optional cash deposits to purchase additional shares. This
permits Service Users to make regular investments in an amount and schedule that
is comfortable for them, without the inconvenience of writing checks. To enroll
for this service feature, Service Users must contact the Plan Administrator at
800-884-5426 for an enrollment form.
19. WHAT LIMITATIONS APPLY TO OPTIONAL CASH DEPOSITS?
Persons not presently owning shares of Common Stock must make an initial
investment of at least $250, but no more than $10,000 unless a waiver is
granted. Optional cash deposits by stockholders are subject to a minimum per
month purchase limit of $50 and, unless a waiver is granted, maximum per month
purchase limit of $10,000. Optional cash deposits of less than $50 and that
portion of any optional cash deposit which exceeds the maximum monthly purchase
limit are subject to return to the Service User, without interest.
Service Users may make optional cash deposits of up to $10,000 each month
without the prior approval of the Company. Optional cash deposits in excess of
$10,000 may be made by a Service User only upon acceptance by the Company of a
written Request for Waiver from such Service User. Such prior acceptance of a
Request for Waiver, with respect to the amount of the optional cash deposit,
must be obtained each month no later than two business days prior to the
commencement of the Pricing Period with respect to which such waiver is sought.
Service Users interested in making optional cash deposits in excess of $10,000
or in obtaining a Request for Waiver should contact the Company at 800-487-6661.
Requests for Waiver will be considered on the basis of a variety of factors,
which may include the Company's current and projected capital needs, the
alternatives available to the Company to meet
10
<PAGE>
those needs, prevailing market prices for Common Stock and other Company
securities, general economic and market conditions, expected aberrations in the
price or trading volume of UtiliCorp securities, the number of shares of Common
Stock held by the Service User submitting the Request for Waiver, the aggregate
amount of optional cash deposits for which such Requests for Waiver have been
submitted and the administrative implications associated with granting such
Requests for Waiver. Grants of Requests for Waiver will be made at the absolute
discretion of the Company.
SERVICE USERS IN THE PLAN ARE NOT OBLIGATED TO PARTICIPATE IN THE OPTIONAL
CASH DEPOSIT FEATURE OF THE PLAN AT ANY TIME. OPTIONAL CASH DEPOSITS NEED NOT BE
IN THE SAME AMOUNT EACH MONTH.
20. WHAT ARE THE INVESTMENT DATES FOR OPTIONAL CASH DEPOSITS?
Optional cash deposits will be invested each month. The Investment Date,
with regard to optional cash deposits, is the 12th day of the month, except that
if any such date falls on a date when the NYSE is closed, the first day
immediately following such date on which the NYSE is open shall be the
Investment Date.
21. WHEN MUST OPTIONAL CASH DEPOSITS BE RECEIVED BY THE PLAN ADMINISTRATOR?
Each month the Plan Administrator will apply any optional cash deposit for
which good funds are received on or before the 11th day of the month to the
purchase of shares of Common Stock for the account of the Service User on the
Investment Date which relates to that Pricing Period. Optional cash deposits
received on or after the 12th day of the month will be applied to the purchase
of shares of Common Stock on the Investment Date which relates to the next
Pricing Period. Optional cash deposits may be made with a check or money order
made payable to First Chicago Trust - UtiliCorp. Wire transfers may be made, but
only if approved in writing in advance by the Plan Administrator and if received
by the Plan Administrator no later than 12:00 Noon (Eastern Standard Time) on
the 11th day of the month.
NO INTEREST WILL BE PAID BY UTILICORP OR THE PLAN ADMINISTRATOR ON OPTIONAL
CASH DEPOSITS HELD PENDING INVESTMENT. THE PLAN ACCOUNTS ARE NOT SAVINGS
ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF ANY SAVINGS BANK OR NON-BANK
SUBSIDIARY OF UTILICORP AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, BANK INSURANCE FUND, SAVINGS ASSOCIATION INSURANCE FUND OR ANY
OTHER GOVERNMENT AGENCY.
In order for payments to be invested on the Investment Date, in addition to
the receipt of good funds before the 12th day of the month, the Plan
Administrator must be in receipt of an Enrollment Form or a B&N Form, as
appropriate, as of the 12th day of the month. (See Questions 6, 8 and 10.)
22. MAY OPTIONAL CASH DEPOSITS BE RETURNED?
Upon written request addressed to the Plan Administrator received at least
five business days prior to the 12th day of the month with respect to which
optional cash deposits have been delivered to the Plan Administrator, such
optional cash deposits will be returned without interest to Service User. Also,
each optional cash deposit, to the extent that it does not conform to the
limitations described in Question 19, will be subject to return without interest
to the Service User.
11
<PAGE>
COSTS OF PARTICIPATION IN THE PLAN
23. ARE THERE ANY EXPENSES TO SERVICE USERS IN CONNECTION WITH THEIR
PARTICIPATION UNDER THE PLAN?
Service Users will incur no brokerage commissions or service charges for
purchases made under the Plan. All costs of administration of the Plan,
including purchase of Plan Shares, will be paid by the Company. However, Service
Users who request that the Plan Administrator sell their shares in the event of
their withdrawal from the Plan (see Questions 27 and 30) must pay any related
transaction fees, brokerage commissions and applicable transfer taxes. The
discount and commission on any shares purchased under the Plan will be reported
as a taxable item. (See Question 35.)
REPORTS TO SERVICE USERS
24. WHAT KINDS OF REPORTS WILL BE SENT TO SERVICE USERS?
As soon as practicable after each purchase of shares on behalf of a Service
User, a statement of account will be mailed to such Service User. This
statement, which provides a record of account activity and indicates the cost of
such Service User's purchases under the Plan, should be retained for tax
purposes. In addition, each Service User will receive, from time to time,
communications sent to every other holder of Common Stock. The number of shares
purchased and held for a Service User's account under the Plan, as well as
certificated Plan Shares, will be indicated on such Service User's statement of
account.
If applicable, each Service User will receive annually Internal Revenue
Service information (on Form 1099) for reporting income for tax purposes.
STOCK CERTIFICATES
25. WILL STOCK CERTIFICATES BE ISSUED FOR SHARES PURCHASED?
No. Plan Shares will be held in the name of the Plan Administrator or its
nominee. This service protects against the loss, theft and destruction of stock
certificates evidencing Plan Shares. However, stock certificates will be issued
to any Service User upon written request or by telephoning the Plan
Administrator. (See Questions 26, 27 and 30.)
26. CAN I DEPOSIT SHARES I ALREADY HOLD IN CERTIFICATE FORM INTO MY PLAN
ACCOUNT?
Yes. Certificates may be deposited for safekeeping with the Plan
Administrator. No service fee will be charged to deposit certificate shares.
Service Users may deliver such certificates to the Plan Administrator along with
the Enrollment Form when enrolling in the Plan, or may do so at any time
thereafter while participating in the Plan. The Plan Administrator reserves the
right to maintain shares represented by such stock certificates in its name or
in the name of its nominee.
Each Plan account is maintained in the name in which the related Service
User's certificates were registered at the time of enrollment in the Plan. Stock
certificates for whole shares purchased under the Plan will be similarly
registered when issued upon a Service User's request. If a Service User is a
Beneficial Owner, such request should be placed through such Service User's
bank, broker or other nominee. (See Questions 8 and 17.) A Service User who
wishes to pledge shares credited to such Service User's Plan account must first
withdraw such shares from the account.
12
<PAGE>
WITHDRAWAL OF SHARES IN PLAN ACCOUNTS
27. WHEN AND HOW MAY SHARES BE WITHDRAWN FROM THE PLAN?
Plan Shares credited to a Service User's account may be withdrawn by a
Service User by notifying the Plan Administrator in writing or by telephone,
specifying the number of shares to be withdrawn. A stock certificate for the
number of whole shares of Common Stock so withdrawn will be issued in the name
of the Service User. In no case will certificates for fractional shares of
Common Stock be issued. Upon termination of a Service User's participation in
the Plan, all fractional shares will be liquidated. (See Question 30.)
28. WILL DIVIDENDS ON SHARES WITHDRAWN FROM THE PLAN CONTINUE TO BE REINVESTED?
If the Service User has authorized "Full Dividend Reinvestment", cash
dividends with respect to shares withdrawn from a Service User's account will
continue to be reinvested until such shares are sold by that Service User. If,
however, the Service User has authorized Partial Dividend Reinvestment, the Plan
Administrator will continue to reinvest dividends on the number of shares
specified by the Service User on the Enrollment Form, which may result in
dividend reinvestment with respect to the withdrawn shares. The Service User may
specify a different number of shares subject to dividend reinvestment by
delivering a new Enrollment Form to the Plan Administrator.
29. WILL DIVIDENDS CONTINUE TO BE REINVESTED IF THE SERVICE USER SELLS OR
TRANSFERS SOME OR ALL THEIR SHARES OF COMMON STOCK?
If a Service User sells or transfers some or all of their shares of Common
Stock, the Plan Administrator will continue to reinvest dividends on the Service
User's remaining or fractional shares in accordance with the investment options
set forth on the Service User's Enrollment Form until a written request for
withdrawal from the Plan is received from the Service User.
PARTICIPATION TERMINATION
30. HOW AND WHEN MAY A SERVICE USER TERMINATE PARTICIPATION IN THE PLAN?
Participation in the Plan may be terminated at any time by providing written
notice or by telephoning the Plan Administrator. To be effective on any given
dividend payment date, the notice to terminate must be received by the Plan
Administrator before the record date for that payment. If a notice to terminate
is received by the Plan Administrator on or after the record date for a dividend
payment, such notice to terminate may not become effective until such dividend
has been reinvested and the shares purchased are credited to the participant's
account under the Plan. The Plan Administrator, in its sole discretion, may
either pay such dividend in cash or reinvest it in shares on behalf of the
terminating Service User. If such dividend is reinvested, the Plan Administrator
will sell the shares purchased and remit the proceeds to the Service User, less
any brokerage commission, any service fee and any other costs of sale. Any
optional cash deposit which would otherwise have been invested on the next
Investment Date will be returned to the Service User.
Upon termination of participation in the Plan, unless a Service User has
requested that all of the shares held in its account be sold, the Plan
Administrator will send such Service User a stock certificate for the number of
whole shares in such Service User's account and a check in an amount equal to
the value of any fractional shares based upon the prevailing market price, less
any brokerage commission, any service fee and any other cost of sale, as soon as
practicable after such written notice from a Service User is received by the
Plan Administrator.
13
<PAGE>
Upon termination of participation in the Plan, Service Users who do not wish
to receive a stock certificate for the number of whole shares in their account
may request that such shares be sold. If such a request is made, the sale will
be made by the Plan Administrator at the prevailing market price as soon as
practicable after such request is received. The Service User will receive the
proceeds of the sale, less any related brokerage commissions and any applicable
transfer taxes.
31. MAY SERVICE USERS SET UP AN INDIVIDUAL RETIREMENT ACCOUNT (IRA)?
Yes, Service Users may establish a "self-directed, single investment IRA" in
the Company's Common Stock. They can also roll over funds from other IRA
investments into this account and may be eligible to make annual tax deductible
contributions. To get further information and an IRA Enrollment Form, Service
Users should contact the Plan Administrator at 800-884-5426.
RIGHTS OFFERINGS, STOCK DIVIDENDS AND STOCK SPLITS
32. IF THE COMPANY HAS A RIGHTS OFFERING HOW WILL THE RIGHTS ON PLAN SHARES BE
TREATED?
Participation in any rights offering will be based upon both shares of
Common Stock registered in a Service User's name and any whole Plan Shares
credited to such Service User's Plan account.
33. WHAT HAPPENS IF THE COMPANY ISSUES A DIVIDEND PAYABLE IN STOCK OR DECLARES
A STOCK SPLIT?
Any stock dividends or split shares of Common Stock distributed by the
Company on Plan Shares will be credited pro rata to each Service User's account
in the same manner as stockholders who are not Service Users in the Plan. Stock
dividends or split shares distributed on shares registered in a Service User's
name will be credited to its Plan account.
VOTING
34. WILL THE PLAN ADMINISTRATOR VOTE SHARES CREDITED TO A SERVICE USER'S PLAN
ACCOUNT AT STOCKHOLDERS' MEETINGS?
No, for each Stockholder's meeting, a Service User will receive proxy
materials that will enable the Service User to vote both the shares registered
in the Service User's name directly and shares credited to the Service User's
Plan account.
FEDERAL INCOME TAX CONSEQUENCES TO SERVICE USERS
35. WHAT ARE THE INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN?
The following summary is based upon an interpretation of current federal tax
laws. Service Users should consult their own tax advisers to determine
particular tax consequences, including state income tax consequences, which vary
from state to state and which may result from participation in the Plan and
subsequent disposition of shares acquired pursuant to the Plan. Income tax
consequences to Service Users residing outside the United States will vary from
jurisdiction to jurisdiction.
Service Users in the Plan will be treated for federal income tax purposes as
having received, on the dividend payment date, a dividend in an amount equal to
the fair market value on that date of the shares acquired with reinvested
dividends. Such shares will have a tax basis equal to the same amount. For
federal income tax purposes, the fair market value of shares acquired with
reinvested dividends under the Plan will be equal to 100% of the average of the
high and low sale prices of shares on the dividend payment date. It should be
noted that the fair market value on the dividend payment date is likely to
differ from the Market Price for the Pricing Period immediately preceding the
related dividend payment date (which is used to determine the number of shares
acquired).
14
<PAGE>
The following example may be helpful to illustrate the federal income tax
consequences of the reinvestment of dividends.
<TABLE>
<S> <C> <C>
Cash dividends reinvested........................................ $ 100.00
Fair market value on dividend payment date*...................... $ 20.00
Market Price under Plan*......................................... $ 19.00
Less 5% discount per share....................................... (0.95)
---------
Net purchase price per share..................................... $ 18.05
Number of shares purchased ($100.00/$18.05)...................... 5.540
Total taxable dividend resulting from transaction ($20.00 x
5.540).......................................................... $ 110.80
<FN>
- ------------------------
* These prices are assumed for illustrative purposes only, and will vary with
the market price of Common Stock.
</TABLE>
Upon the purchase of shares with an optional cash deposit, Service Users
will be treated as having received a dividend in an amount equal to the excess,
if any, of the fair market value of the shares on the Investment Date over the
amount of the optional cash deposit. Such shares will have a tax basis equal to
the amount of the deposit plus the excess, if any, of the fair market value of
the shares purchased over the amount of the deposit. The fair market value of
shares acquired with optional cash deposits under the Plan will be equal to the
average of the high and low sale prices of shares on the Investment Date. The
fair market value on the Investment Date is likely to differ from the Market
Price for the Pricing Period immediately preceding the related Investment Date
(which is used to determine the number of shares acquired).
The following example may be helpful to illustrate the federal income tax
consequences of the optional cash deposit feature.
<TABLE>
<S> <C> <C>
Optional cash deposit............................................ $ 100.00
Fair market value on Investment Date*............................ $ 20.00
Market Price under Plan*......................................... $ 19.00
Number of shares purchased ($100.00/$19.00)...................... 5.263
Fair Market Value of Shares Purchased (5.263 x $20.00)........... $ 105.26
---------
Total taxable dividend resulting from transaction................ $ 5.26
---------
<FN>
- ------------------------
* These prices are assumed for illustrative purposes only, and will vary with
the market price of Common Stock.
</TABLE>
A Service User's holding period for shares acquired pursuant to the Plan
will begin on the day following the Investment Date.
A Service User will not realize any taxable income upon receipt of
certificates for whole shares credited to the Service User's account, either
upon the Service User's request for certain of those shares or upon termination
of participation in the Plan. A Service User will realize gain or loss upon the
sale or exchange of shares acquired under the Plan. A Service User will also
realize gain or loss upon receipt, following termination of participation in the
Plan, of a cash payment for any fractional
15
<PAGE>
share equivalent credited to the Service User's account. The amount of any such
gain or loss will be the difference between the amount that the Service User
received for the shares or fractional share equivalent and the tax basis
thereof.
In the case of corporate stockholders, dividends may be eligible for the
dividends-received deduction.
The foregoing discussion is based on the assumption that newly-issued or
treasury shares will be purchased directly from the Company. If the shares are
purchased in the open market, the consequences will be generally the same.
However, the payment of brokerage commissions by UtiliCorp in connection with
the purchase of shares in the open market will be taxable items which may result
in additional dividend income to the Service User and, in such event, will
increase the tax basis of such shares.
36. HOW ARE INCOME TAX WITHHOLDING PROVISIONS APPLIED TO STOCKHOLDERS WHO
PARTICIPATE IN THE PLAN?
If a Service User fails to provide certain federal income tax certifications
in the manner required by law, dividends on shares of Common Stock, proceeds
from the sale of fractional shares and proceeds from the sale of shares held for
a Service User's account, will be subject to federal income tax withholding at
the applicable withholding rate.
The Tax Equity and Fiscal Responsibility Act of 1982 imposes certain
reporting obligations upon brokers and other middlemen. As a result, the Plan
Administrator will be required to report to the Internal Revenue Service and the
Service User any sale of shares effected on behalf of a Service User.
If a Service User is a foreign stockholder whose dividends are subject to
federal income tax withholding at the applicable withholding rate (or a lower
treaty rate), the appropriate amount will be withheld and the balance in shares
will be credited to such Service User's account.
RESPONSIBILITY OF THE COMPANY AND THE PLAN ADMINISTRATOR
37. WHAT ARE THE RESPONSIBILITIES OF THE COMPANY AND THE PLAN ADMINISTRATOR
UNDER THE PLAN?
Neither the Company nor the Plan Administrator will be liable for any act
done in good faith or for any good faith omission to act, including, without
limitation, any claim of liability arising out of failure to terminate a Service
User's account upon such Service User's death, the prices at which shares are
purchased or sold for the Service User's account, the times when purchases or
sales are made or fluctuations in the market value of Common Stock.
The Service User should recognize that neither the Company nor the Plan
Administrator can provide any assurance of a profit or protection against loss
on shares purchased under the Plan.
First Chicago Trust Company of New York ("First Chicago Trust"), the Plan
Administrator, a subsidiary of First Chicago Corporation, is a limited purpose
trust company chartered under the laws of the State of New York, and is a
transfer agent registered with the Board of Governors of the Federal Reserve
System pursuant to Section 17A of the Securities Exchange Act of 1934. The Plan
accounts and securities are not insured by the Federal Deposit Insurance
Corporation, the Securities Investor Protection Corporation or similar agency.
The Plan and the agency agreement between First Chicago Trust and each
Service User, including these Terms and Conditions, shall be governed by the
laws of the State of New York. The signing and mailing of the Plan Enrollment
Form or B&N Form or the initiation of a transaction, including a
16
<PAGE>
certificate deposit, through the Plan shall constitute an offer by an individual
shareholder to establish a principal-agency relationship with First Chicago
Trust. Acceptance shall occur in the offices of First Chicago Trust upon receipt
by First Chicago Trust of such forms or requests.
SUSPENSION, MODIFICATION OR TERMINATION OF THE PLAN
38. MAY THE PLAN BE SUSPENDED, MODIFIED OR TERMINATED?
The Company reserves the right to suspend or terminate the Plan at any time,
including the period between a record date and the related Investment Date.
Service Users will be notified of any such suspension or termination. The
Company also reserves the right to make modifications to the Plan and, in such
event, will provide Service Users with a copy of any material modification. Upon
termination of the Plan, except in the circumstances described below, any
uninvested dividends and optional cash deposits will be returned, a stock
certificate for whole shares credited to each Service User's Plan account will
be issued and a cash payment will be made for any fractional share credited to
each such account.
In the event that the Company terminates the Plan for the purpose of
establishing another dividend reinvestment and common stock purchase plan,
Service Users will be automatically enrolled in such other plan and shares
credited to their Plan accounts will be credited automatically to such other
plans, unless notice to the contrary is received by the Plan Administrator.
The Company and the Plan Administrator also reserve the right to terminate
any Service User's participation in the Plan at any time for any reason
including, without limitation, trading, transactional profit activities or
excessive enrollments and terminations which may cause aberrations in the price
or trading volume of Common Stock.
OTHER INFORMATION
39. HOW MAY SERVICE USERS OBTAIN ANSWERS TO QUESTIONS CONCERNING THEIR PLAN
ACCOUNTS?
Questions concerning Plan accounts should be directed to the Plan
Administrator at
First Chicago Trust Company of New York
P.O. Box 2598
Jersey City, NJ 07303-2598
or call 800-884-5426
40. HOW MAY STOCKHOLDERS OBTAIN ANSWERS TO OTHER QUESTIONS REGARDING THIS PLAN?
For permission to invest amounts in excess of the maximum monthly purchase
limits, call 800-487-6661. (See Question 19.)
Any additional questions should be directed to:
UtiliCorp United Inc.
Attn: Shareholder Relations
P. O. Box 13287
Kansas City, MO 64199-3287
or call 800-478-6661
17
<PAGE>
41. WHO BEARS THE RISK OF MARKET FLUCTUATIONS IN COMMON STOCK?
A Service User's investment in shares held in his or her Plan account is no
different than such Service User's investment in directly held shares in that
such Service User bears all risk of loss that may result from market
fluctuations in the price of Common Stock.
Neither the Company nor the Plan Administrator can guarantee that shares
purchased under the Plan will, at any particular time, be worth more than their
purchase price.
42. HOW IS THE PLAN INTERPRETED?
Any question of interpretation arising under the Plan will be determined by
UtiliCorp, and any such determination will be final. The Company may adopt rules
and regulations to facilitate the administration of the Plan. The terms and
conditions of the Plan and its operation will be governed by the laws of the
State of New York.
43. WHAT ARE SOME OF THE SERVICE USER RESPONSIBILITIES UNDER THE PLAN?
Plan Shares are subject to escheat to the state in which the Service User
resides in the event that such shares are deemed, under such state's laws, to
have been abandoned by the Service User. Service Users, therefore, should notify
the Plan Administrator promptly in writing of any change of address. Account
statements and other communications to Service Users will be addressed to them
at the last address of record provided by Service Users to the Plan
Administrator.
Service Users will have no right to draw checks or drafts against their Plan
accounts or to instruct the Plan Administrator with respect to any shares of
Common Stock or cash held by the Plan Administrator except as expressly provided
herein.
PLAN OF DISTRIBUTION
The Common Stock acquired under the Plan is being sold directly by the
Company through the Plan. The Company will pay any and all brokerage commissions
and related expenses incurred in connection with purchases of Common Stock under
the Plan. Upon withdrawal by a Service User from the Plan by the sale of Common
Stock held under the Plan, the Service User will receive the proceeds of such
sale less any related brokerage commissions, any service fee, any costs of sale
and any applicable transfer taxes.
Common Stock may not be available under the Plan in all states. This
Prospectus does not constitute an offer to sell, or a solicitation of an offer
to buy, any Common Stock or other securities in any state or any other
jurisdiction to any person to whom it is unlawful to make such offer in such
jurisdiction.
EXPERTS
The consolidated financial statements of UtiliCorp as of December 31, 1993
and 1992 and for the years ended December 31, 1993 and 1992 included in
UtiliCorp's Annual Report on Form 10-K for the year ended December 31, 1993 have
been incorporated herein by reference in reliance on the report of Arthur
Andersen LLP, independent public accountants and upon the authority of such firm
as experts in auditing and accounting.
The consolidated financial statements of UtiliCorp as of December 31, 1991
and for the year ended December 31, 1991 included in UtiliCorp's Annual Report
on Form 10-K for the year ended
18
<PAGE>
December 31, 1993 have been incorporated herein by reference in reliance on the
report of Price Waterhouse LLP, independent accountants, given on the authority
of said firm as experts in auditing and accounting.
LEGAL MATTERS
Certain legal matters with respect to the Common Stock offered hereby will
be passed upon for UtiliCorp by Blackwell Sanders Matheny Weary & Lombardi L.C.,
Two Pershing Square, 2300 Main Street, Kansas City, Missouri 64108.
19
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO
WHICH IT RELATES OR ANY OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY
SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS
UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF UTILICORP SINCE THE DATE HEREOF OR THAT THE INFORMATION
CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Available Information.......................... 2
Incorporation of Certain Documents by
Reference..................................... 2
UtiliCorp United Inc........................... 3
Use of Proceeds................................ 3
Description of the Plan........................ 3
The Plan..................................... 3
Purpose...................................... 3
Options to Service Users..................... 3
Advantages and Disadvantages................. 4
Administration............................... 5
Participation................................ 5
Purchases.................................... 8
Optional Cash Deposits....................... 10
Costs of Participation in the Plan........... 12
Reports to Service Users..................... 12
Stock Certificates........................... 12
Withdrawal of Shares in Plan Accounts........ 13
Participation Termination.................... 13
Rights Offerings, Stock Dividends and Stock
Splits...................................... 14
Voting....................................... 14
Federal Income Tax Consequences to Service
Users....................................... 14
Responsibility of UtiliCorp and the Plan
Administrator............................... 16
Suspension, Modification or Termination of
the Plan.................................... 17
Other Information............................ 17
Plan of Distribution........................... 18
Experts........................................ 18
Legal Matters.................................. 19
</TABLE>
[LOGO]
DIVIDEND REINVESTMENT AND
COMMON STOCK PURCHASE PLAN
--------------
PROSPECTUS
--------------
JANUARY , 1995
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following is an itemized statement of estimated expenses to be paid by
UtiliCorp in connection with the issuance and sale of the Common Stock being
registered:
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee.............. $ 27,428
Stock Exchange listing fees...................................... 17,025
Blue Sky fees and expenses....................................... 5,000
Accounting fees and expenses..................................... 3,000
Printing fees.................................................... 35,000
Legal fees and expenses.......................................... 10,000
Transfer Agent and Registrar fees................................ 150,000
Miscellaneous.................................................... 2,547
---------
Total.......................................................... $ 250,000
---------
---------
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law confers broad powers
upon corporations incorporated in that State with respect to indemnification of
any person against liabilities incurred by reason of the fact that such person
is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer, employee
or agent of another corporation or other business entity. The provisions of
Section 145 are not exclusive of any other rights to which those seeking
indemnification may be entitled under any bylaw, agreement or otherwise.
The Certificate of Incorporation of the Company contains a provision that
eliminates the personal liability of the Company's directors to the Company or
its stockholders for monetary damages for breach of fiduciary duty to the
fullest extent permitted by the Delaware General Corporation Law.
There is in effect for the Company a dual phase insurance policy providing
directors and officers with indemnification, subject to certain exclusions and
to the extent not otherwise indemnified by the Company, against loss (including
expenses incurred in the defense of actions, suits or proceedings in connection
therewith) arising from any negligent act, error, omission or breach of duty
while acting in their capacity as directors and officers of the Company. The
policy also reimburses the Company for liability incurred in the indemnification
of its directors and officers.
There is also in effect a Bylaw provision entitling officers and directors
to be indemnified by the Company against costs or expenses, attorneys' fees,
judgments, fines and amounts paid in settlement that are actually and reasonably
incurred in connection with any action, suit or proceeding, including actions
brought by or in the right of the Company, to which such persons are made or
threatened to be made a party, by reason of their being a director or officer.
Such right, however, may be made only as authorized by (i) a majority vote of a
quorum of disinterested directors, or (ii) if such quorum is not obtainable or,
if obtainable, a majority thereof so directs, by independent legal counsel, in a
written opinion, or (iii) by the stockholders of the Company, upon a
determination that the person seeking indemnification acted in good faith and in
the manner that he reasonably believed to be in or not opposed to the Company's
best interest, or, if the action is criminal in nature, upon a determination
II-1
<PAGE>
that the person seeking indemnification had no reasonable cause to believe that
his or her conduct was unlawful. This provision also requires the Company, upon
authorization by the Board of Directors, to advance costs and expenses,
including attorneys' fees, reasonably incurred in defending such actions;
provided, that any person seeking such an advance first provide the Company with
an undertaking to repay any amount as to which it may be determined that such
person is not entitled.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
- --------------- -------------------------------------------------------------------------------------------------
<C> <S>
*4(a)(1) -- Certificate of Incorporation of the Registrant. (Exhibit 4(a)(1) to UtiliCorp United Inc.'s
Annual Report on Form 10-K for the fiscal year ended December 31, 1991.)
*4(a)(2) -- Certificate of Amendment to Certificate of Incorporation of the Registrant. (Exhibit 4(a)(1)
to Registration Statement No. 33-16990, filed September 3, 1987.)
*4(a)(3) -- Certificate of Amendment to Certificate of Incorporation of the Registrant. (Exhibit 4(a)(5)
to Registration Statement No. 33-50260, filed July 31, 1992.)
*4(a)(4) -- Certificate of Designation of the Preference Stock (Cumulative), $2.05 Series. (Exhibit
3(a)(4) to UtiliCorp United Inc.'s Annual Report on Form 10-K for the year ended December 31,
1991.)
*4(b) -- Bylaws of the Registrant, as amended. (Exhibit 3 to UtiliCorp United Inc.'s Quarterly Report
on Form 10-Q for the quarter ended June 30, 1993.)
*4(c) -- Twentieth Supplemental Indenture, dated as of May 26, 1989, Supplement to Indenture of
Mortgage and Deed of Trust, dated July 1, 1951. (Exhibit 4(d) to Registration Statement No.
33-45382, filed January 30, 1992.)
*4(d)(1) -- Indenture, dated as of November 1, 1990, between the Company and The First National Bank of
Chicago, Trustee. (Exhibit 4(a) to the Company's Current Report on Form 8-K, dated November 30,
1990.)
*4(d)(2) -- First Supplemental Indenture, dated as of November 27, 1990. (Exhibit 4(b) to the Company's
Current Report on Form 8-K, dated November 30, 1990.)
*4(d)(3) -- Second Supplemental Indenture, dated as of November 15, 1991. (Exhibit 4(a) to UtiliCorp
United Inc.'s Current Report on Form 8-K, dated December 19, 1991.)
*4(d)(4) -- Third Supplemental Indenture, dated as of January 15, 1992. (Exhibit 4(c)(4) to the Company's
Annual Report on Form 10-K for the year ended December 31, 1991.)
*4(d)(5) -- Fourth Supplemental Indenture, dated as of February 24, 1993. (Exhibit 4(c)(5) to the
Company's Annual Report on Form 10-K for the year ended December 31, 1992.)
*4(d)(6) -- Fifth Supplemental Indenture, dated as of April 1, 1993. (Exhibit 4(c)(6) to the Company's
Annual Report on Form 10-K for the year ended December 31, 1993.)
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
- --------------- -------------------------------------------------------------------------------------------------
4(d)(7) -- Sixth Supplemental Indenture, dated as of November 1, 1994.
<C> <S>
Long-term debt instruments of the registrant in amounts not exceeding 10 percent of the total
assets of the Registrant and its subsidiaries on a consolidated basis will be furnished to the
Commission upon request.
5 -- Opinion of Blackwell Sanders Matheny Weary & Lombardi L.C. regarding legality of securities.
8 -- Opinion of Blackwell Sanders Matheny Weary & Lombardi L.C. regarding tax matters.
23(a) -- Consent of Price Waterhouse LLP.
23(b) -- Consent of Arthur Andersen LLP.
23(c) -- Consent of Blackwell Sanders Matheny Weary & Lombardi L.C. (included in opinions filed as
Exhibits 5 and 8).
24 -- Powers of Attorney executed by certain officers and the Board of Directors of UtiliCorp United
Inc.
<FN>
- ------------------------
*Exhibits marked with an asterisk are incorporated by reference as indicated
pursuant to Rule 411(c).
</TABLE>
ITEM 17. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 ("the Act") may be permitted to directors, officers and controlling
persons of UtiliCorp pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by the Registrant is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities and Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
II-3
<PAGE>
The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the Act;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
provided, however, that paragraphs (i) and (ii) do not apply if the
information required to be included in the post-effective amendment by
those paragraphs is contained in periodic reports filed by UtiliCorp
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in the registration
statement.
2. That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
II-4
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF KANSAS CITY, MISSOURI, ON THE 4TH DAY OF JANUARY,
1995.
UTILICORP UNITED, INC.
By /s/ DALE J. WOLF
-----------------------------------
Dale J. Wolf
VICE PRESIDENT, FINANCE, TREASURER
AND CORPORATE SECRETARY
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON THE 4TH DAY OF JANUARY, 1995.
SIGNATURE TITLE
- ----------------------------------- -----------------------------------
RICHARD C. GREEN, JR.* Chairman of the Board, President
- ----------------------------------- and Chief Executive Officer
Richard C. Green, Jr. (Principal Executive Officer)
/s/ DALE J. WOLF Vice President, Finance, Treasurer
- ----------------------------------- and Corporate Secretary (Principal
Dale J. Wolf Financial Officer)
JAMES S. BROOK*
- ----------------------------------- Vice President (Principal
James S. Brook Accounting Officer)
RICHARD C. GREEN JR.*
ROBERT K. GREEN*
AVIS G. TUCKER*
DON R. ARMACOST*
JOHN R. BAKER* The Board of Directors
HERMAN CAIN*
STANLEY O. IKENBERRY*
ROBERT F. JACKSON, JR.*
L. PATTON KLINE*
As attorney-in-fact for the
*By /s/ DALE J. WOLF above-named officers and directors
Dale J. Wolf pursuant to powers of attorney
duly executed by such persons
II-5
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
NUMBERED PAGE
UPON WHICH
EXHIBIT DESCRIPTION EXHIBIT APPEARS
- --------------- ------------------------------------------------------------------------------- -----------------
<C> <S> <C>
*4(a)(1) -- Certificate of Incorporation of the Registrant. (Exhibit 4(a)(1) to
UtiliCorp United Inc.'s Annual Report on Form 10-K for the fiscal year ended
December 31, 1991.)
*4(a)(2) -- Certificate of Amendment to Certificate of Incorporation of the Registrant.
(Exhibit 4(a)(1) to Registration Statement No. 33-16990, filed September 3,
1987.)
*4(a)(3) -- Certificate of Amendment to Certificate of Incorporation of the Registrant.
(Exhibit 4(a)(5) to Registration Statement No. 33-50260, filed July 31, 1992.)
*4(a)(4) -- Certificate of Designation of the Preference Stock (Cumulative), $2.05
Series. (Exhibit 3(a)(4) to UtiliCorp United Inc.'s Annual Report on Form 10-K
for the year ended December 31, 1991.)
*4(b) -- Bylaws of the Registrant, as amended. (Exhibit 3 to UtiliCorp United Inc.'s
Quarterly Report on Form 10-Q for the quarter ended June 30, 1993.)
*4(c) -- Twentieth Supplemental Indenture, dated as of May 26, 1989, Supplement to
Indenture of Mortgage and Deed of Trust, dated July 1, 1951. (Exhibit 4(d) to
Registration Statement No. 33-45382, filed January 30, 1992.)
*4(d)(1) -- Indenture, dated as of November 1, 1990, between the Company and The First
National Bank of Chicago, Trustee. (Exhibit 4(a) to the Company's Current
Report on Form 8-K, dated November 30, 1990.)
*4(d)(2) -- First Supplemental Indenture, dated as of November 27, 1990. (Exhibit 4(b)
to the Company's Current Report on Form 8-K, dated November 30, 1990.)
*4(d)(3) -- Second Supplemental Indenture, dated as of November 15, 1991. (Exhibit 4(a)
to UtiliCorp United Inc.'s Current Report on Form 8-K, dated December 19,
1991.)
*4(d)(4) -- Third Supplemental Indenture, dated as of January 15, 1992. (Exhibit 4(c)(4)
to the Company's Annual Report on Form 10-K for the year ended December 31,
1991.)
*4(d)(5) -- Fourth Supplemental Indenture, dated as of February 24, 1993. (Exhibit
4(c)(5) to the Company's Annual Report on Form 10-K for the year ended
December 31, 1992.)
*4(d)(6) -- Fifth Supplemental Indenture, dated as of April 1, 1993. (Exhibit 4(c)(6) to
the Company's Annual Report on Form 10-K for the year ended December 31,
1993.)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SEQUENTIALLY
NUMBERED PAGE
UPON WHICH
EXHIBIT DESCRIPTION EXHIBIT APPEARS
- --------------- ------------------------------------------------------------------------------- -----------------
4(d)(7) -- Sixth Supplemental Indenture, dated as of November 1, 1994.
<C> <S> <C>
Long-term debt instruments of the registrant in amounts not exceeding 10
percent of the total assets of the Registrant and its subsidiaries on a
consolidated basis will be furnished to the Commission upon request.
5 -- Opinion of Blackwell Sanders Matheny Weary & Lombardi L.C. regarding
legality of securities.
8 -- Opinion of Blackwell Sanders Matheny Weary & Lombardi L.C. regarding tax
matters.
23(a) -- Consent of Price Waterhouse LLP.
23(b) -- Consent of Arthur Andersen LLP.
23(c) -- Consent of Blackwell Sanders Matheny Weary & Lombardi L.C. (included in
opinions filed as Exhibits 5 and 8).
24 -- Powers of Attorney executed by certain officers and the Board of Directors
of UtiliCorp United Inc.
<FN>
- ------------------------
*Exhibits marked with an asterisk are incorporated by reference as indicated
pursuant to Rule 411(c).
</TABLE>
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
UTILICORP UNITED INC.
AND
THE FIRST NATIONAL BANK OF CHICAGO,
AS TRUSTEE
---------------
8.45% SENIOR NOTES DUE 1999
------------------
SIXTH
SUPPLEMENTAL INDENTURE
DATED AS OF NOVEMBER 1, 1994
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
SIXTH SUPPLEMENTAL INDENTURE, dated as of November 1, 1994 (herein called
the "Sixth Supplemental Indenture"), between UTILICORP UNITED INC., a
corporation duly organized and existing under the laws of the State of Delaware
(hereinafter called the "Company"), party of the first part, and THE FIRST
NATIONAL BANK OF CHICAGO, a national banking association duly organized and
existing under the laws of the United States, as Trustee under the Original
Indenture referred to below (hereinafter called the "Trustee"), party of the
second part.
WITNESSETH:
WHEREAS, the Company has heretofore executed and delivered to the Trustee an
Indenture, dated as of November 1, 1990 (hereinafter called the "Original
Indenture"), to provide for the issuance from time to time of certain of its
unsecured senior notes (hereinafter called the "Securities"), the form and terms
of which are to be established as set forth in Sections 201 and 301 of the
Original Indenture; and
WHEREAS, Section 901 of the Original Indenture provides, among other things,
that the Company and the Trustee may enter into indentures supplemental to the
Original Indenture for, among other things, the purpose of establishing the form
or terms of the Securities of any series as permitted in Sections 201 and 301 of
the Original Indenture; and
WHEREAS, the Company desires to create a series of the Securities in an
aggregate principal amount of $100,000,000 to be designated the "8.45% Senior
Notes Due 1999" (the "Senior Notes"), and all action on the part of the Company
necessary to authorize the issuance of the Senior Notes under the Original
Indenture and this Sixth Supplemental Indenture has been duly taken;
WHEREAS, all acts and things necessary to make the Senior Notes when
executed by the Company and completed, authenticated and delivered by the
Trustee as in the Original Indenture and this Sixth Supplemental Indenture
provided, the valid and binding obligations of the Company and to constitute
these presents a valid and binding supplemental indenture and agreement
according to its terms, have been done and performed;
WHEREAS, Section 901 of the Original Indenture provides, among other things,
that the Company and the Trustee may enter into indentures supplemental to the
Original Indenture to, among other things, add to the covenants of the Company
for the benefit of the Holders of all or any series of Securities; and
WHEREAS, the Company desires to limit the issuance of Mortgage Bonds under
its General Mortgage (as hereinafter defined) as set forth in Section 204 of
this Sixth Supplemental Indenture for the benefit of the Holders of the Senior
Notes;
<PAGE>
2
NOW, THEREFORE, THIS SIXTH SUPPLEMENTAL INDENTURE WITNESSETH:
That in consideration of the premises, the Company covenants and agrees with
the Trustee, for the equal benefit of holders of the Senior Notes, as follows:
ARTICLE ONE
DEFINITIONS
The use of the terms and expressions herein is in accordance with the
definitions, uses and constructions contained in the Original Indenture and the
form of Senior Note attached hereto as Exhibit A.
ARTICLE TWO
TERMS AND ISSUANCE OF THE SENIOR NOTES
SECTION 201. ISSUE OF SENIOR NOTES. A series of Securities which shall be
designated the "8.45% Senior Notes Due 1999" shall be executed, authenticated
and delivered in accordance with the provisions of, and shall in all respects be
subject to, the terms, conditions and covenants of the Original Indenture and
this Sixth Supplemental Indenture (including the form of Senior Note set forth
as Exhibit A hereto). The aggregate principal amount of Senior Notes of the
series created hereby which may be authenticated and delivered under the
Original Indenture shall not, except as permitted by the provisions of the
Original Indenture, exceed $100,000,000.
SECTION 202. FORM OF SENIOR NOTES; INCORPORATION OF TERMS. The Senior Notes
shall be substantially in the form of Exhibit A attached hereto. The terms of
such Senior Notes are herein incorporated by reference and are part of this
Sixth Supplemental Indenture.
SECTION 203. PLACE OF PAYMENT. The Place of Payment will be initially the
corporate trust offices of the Trustee which, at the date hereof, are located at
The First National Bank of Chicago, One First National Plaza, Suite 0126,
Chicago, Illinois 60670-0126 and The First National Bank of Chicago, 14 Wall
Street, 8th Floor, New York, New York 10005.
SECTION 204. LIMITATION ON ISSUANCE OF MORTGAGE BONDS. The Company will not
issue any Mortgage Bonds under its General Mortgage Indenture and Deed of Trust,
dated September 15, 1988, between the Company and Commerce Bank of Kansas City,
N.A., as Trustee (the "General Mortgage"), without making effective provision,
and the Company covenants
<PAGE>
3
that in any such case effective provisions will be made, whereby the Senior
Notes shall be directly secured by the General Mortgage equally and ratably with
any and all other obligations and indebtedness thereby secured.
ARTICLE THREE
MISCELLANEOUS
SECTION 301. EXECUTION OF SUPPLEMENTAL INDENTURE. This Sixth Supplemental
Indenture is executed and shall be construed as an indenture supplemental to the
Original Indenture and, as provided in the Original Indenture, this Sixth
Supplemental Indenture forms a part thereof.
SECTION 302. CONFLICT WITH TRUST INDENTURE ACT. If any provision hereof
limits, qualifies or conflicts with another provision hereof which is required
to be included in this Sixth Supplemental Indenture by any of the provisions of
the Trust Indenture Act, such required provision shall control.
SECTION 303. EFFECT OF HEADINGS. The Article and Section headings herein are
for convenience only and shall not affect the construction hereof.
SECTION 304. SUCCESSORS AND ASSIGNS. All covenants and agreements in this
Sixth Supplemental Indenture by the Company shall bind its successors and
assigns, whether so expressed or not.
SECTION 305. SEPARABILITY CLAUSE. In case any provision in this Sixth
Supplemental Indenture or in the Senior Notes shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.
SECTION 306. BENEFITS OF SIXTH SUPPLEMENTAL INDENTURE. Nothing in this Sixth
Supplemental Indenture or in the Senior Notes, express or implied, shall give to
any person, other than the parties hereto and their successors hereunder and the
holders, any benefit or any legal or equitable right, remedy or claim under this
Sixth Supplemental Indenture.
SECTION 307. GOVERNING LAW. This Sixth Supplemental Indenture and each
Senior Note shall be deemed to be a contract made under the laws of the State of
New York, and for all purposes shall be governed by and construed in accordance
with the laws of said State.
SECTION 308. EXECUTION AND COUNTERPARTS. This Sixth Supplemental Indenture
may be executed in any number of counterparts, each of which shall be deemed to
be an original, but all such counterparts shall together constitute but one and
the same instrument.
<PAGE>
4
IN WITNESS WHEREOF, the parties hereto have caused this Sixth Supplemental
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.
<TABLE>
<S> <C>
UTILICORP UNITED INC.
By:
Richard C. Green, Jr.
Chairman of the Board,
President and Chief
[Seal] Executive Officer
Attest:
Secretary
THE FIRST NATIONAL BANK
OF CHICAGO, as Trustee
By:
Steven M. Wagner
[Seal] Vice President
Attest:
Assistant Vice President
</TABLE>
<PAGE>
5
<TABLE>
<S> <C> <C> <C> <C>
STATE OF MISSOURI
SS.:
COUNTY OF JACKSON
</TABLE>
On the 11th day of November, 1994, before me personally came Richard C.
Green, Jr., to me known, who, being by me duly sworn, did depose and say that he
is the Chairman of the Board, President and Chief Executive Officer of UtiliCorp
United Inc., the corporation described in and which executed the foregoing
instrument; that he knows the seal of said corporation; that the seal affixed to
said instrument is such corporate seal; that it was so affixed by authority of
the Board of Directors of said corporation, and that he signed his name thereto
by like authority.
_______________________________________________
Notary Public,
State of Missouri
<TABLE>
<S> <C> <C> <C> <C>
STATE OF ILLINOIS
SS.:
COUNTY OF COOK
</TABLE>
On the 14th day of November, 1994, before me personally came Steven M.
Wagner, to me known, who, being by me duly sworn, did depose and say that he is
a Vice President of The First National Bank of Chicago, the national banking
association described in and which executed the foregoing instrument; that he
knows the seal of said association; that the seal affixed to said instrument is
such association seal; that it was so affixed by authority of the Board of
Directors of said association, and that he signed his name thereto by like
authority.
_______________________________________________
Notary Public,
State of Illinois
<PAGE>
EXHIBIT A
[FORM OF FACE OF SENIOR NOTE]
REGISTERED REGISTERED
UTILICORP UNITED INC.
8.45% SENIOR NOTE DUE 1999
NO. $
UTILICORP UNITED INC., a corporation duly organized and existing under the
laws of Delaware (herein called the "Company", which term includes any successor
corporation under the Indenture hereinafter referred to), for value received,
hereby promises to pay to , or registered assigns, the principal sum of
DOLLARS on November 15, 1999, and to pay interest thereon from November
15, 1994, or from the most recent Interest Payment Date to which interest has
been paid or duly provided for, semi-annually on May 15 and November 15 in each
year, commencing May 15, 1995, at the rate per annum provided in the title
hereof, until the principal hereof is paid or made available for payment, and,
subject to the terms of the Indenture, at the rate per annum provided in the
title hereof on any overdue principal and premium, if any, and (to the extent
that the payment of such interest shall be legally enforceable) on any overdue
instalment of interest. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such Indenture,
be paid to the Holder in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest payment, which shall be the May 1 or November 1 (whether or
not a Business Day), as the case may be, next preceding such Interest Payment
Date. Any such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder on such Regular Record Date, and may
either be paid to the Holder in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, in which event notice whereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special Record Date, or may
be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture.
Payment of the principal of and premium, if any, and interest on this
Security will be made at the office or agency of the Trustee maintained for that
purpose in the Borough of Manhattan, The City of New York, in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided, however,
<PAGE>
that at the option of the Company payment of interest may be made by check
mailed to the address of the Holder entitled thereto as such address shall
appear in the Security Register.
Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof, or an Authenticating Agent, by manual
signature of one of its authorized officers, this Security shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
UTILICORP UNITED INC.
<TABLE>
<S> <C>
By:
Dated: Chairman of the Board
Attest:
[Seal] Corporate Secretary
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION
This is one of the Senior Notes of
the series designated herein
referred to in the
within-mentioned Indenture
THE FIRST NATIONAL BANK OF
CHICAGO, as Trustee
By:
Authorized Officer
</TABLE>
<PAGE>
[FORM OF REVERSE OF SENIOR NOTE]
UTILICORP UNITED INC.
8.45% SENIOR NOTE DUE 1999
This Senior Note is one of a duly authorized series of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of November 1, 1990, as amended and
supplemented (as amended and supplemented, the "Indenture"), between the Company
and The First National Bank of Chicago, as Trustee (herein called the "Trustee",
which term includes any successor trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the Securities and the
terms upon which the Securities are, and are to be, authenticated and delivered.
This Security is one of the series designated on the face hereof, limited in
aggregate principal amount to $100,000,000.
This Security is not subject to any sinking fund. This Security may not be
redeemed prior to maturity.
Interest payments for this Security will be computed and paid on the basis
of a 360-day year of twelve 30-day months. If an Interest Payment Date falls on
a day that is not a Business Day, such Interest Payment Date will be the
following day that is a Business Day.
The Indenture contains provisions for defeasance of (a) the entire
indebtedness of this Security and (b) certain restrictive covenants upon
compliance by the Company with certain conditions set forth therein.
If an Event of Default with respect to Securities of this series shall occur
and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than 66 2/3% in principal amount of the
Securities at the time Outstanding of all series to be affected (voting as a
class). The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of such series,
to waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and binding
upon such Holder and upon all future Holders of this Security and of any
Security issued
<PAGE>
upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Security.
No reference herein to the Indenture and no provision of this Security or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and premium, if any, and
interest, if any, on this Security at the times, place and rate, and in the coin
or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Security Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company in any place where the principal of and premium, if any,
and interest, if any, on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of
this series, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form without
coupons in denominations of $1,000 and in integral multiples thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Holder in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
This Security shall be governed by and construed in accordance with the laws
of the State of New York.
All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
<PAGE>
January 4, 1995
EXHIBIT 5
UtiliCorp United Inc.
911 Main
Kansas City, Missouri 64105
Dear Gentlemen:
We refer to the Registration Statement of Utilicorp United Inc., a Delaware
corporation (hereinafter referred to as the "Company"), to be filed with the
Securities and Exchange Commission for the purpose of registering under the
Securities Act of 1933, as amended 3,000,000 shares of the Company's Common
Stock, par value $1.00 per share, each in connection with the Company's Dividend
Reinvestment and Common Stock Purchase Plan. We have examined the Certificate of
Incorporation and the Bylaws, as amended, of the Company, minutes of applicable
meetings of the Board of Directors and of the stockholders of the Company, and
other Company records, together with applicable certificates of public officials
and other documents which we have deemed relevant.
Based upon the foregoing, it is our opinion that:
1. The 3,000,000 shares of Common Stock proposed to be offered for sale by
the Company will be, when issued as contemplated by the Registration Statement,
legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to said
Registration Statement. In giving such consent, we do not hereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933.
Very truly yours,
/s/ Blackwell Sanders Matheny
Weary & Lombardi L.C.
<PAGE>
January 4, 1995
EXHIBIT 8
UtiliCorp United Inc.
911 Main
Kansas City, Missouri 64105
Dear Gentlemen:
You have requested our opinion regarding the tax treatment of UtiliCorp
United Inc. (the "Company") stockholders who elect to reinvest dividends
received on the Company's Common Stock (the "Common Stock") or invest optional
cash deposits in additional shares of Common Stock pursuant to the Company's
Dividend Reinvestment and Common Stock Purchase Plan (the "Plan").
In this connection, we have examined and relied upon the Form S-3
Registration Statement, the form of Prospectus as proposed to be filed with the
Securities and Exchange Commission, including the questions and answers
constituting the Plan, and such other instruments and documents as we have
deemed pertinent.
Our opinion is based solely upon applicable law and the factual information
and undertakings contained in the above mentioned documents. In rendering our
opinion, we have assumed the accuracy of all information and the performance of
all undertakings contained in the reviewed documents. If any of these stated
facts or assumptions are not correct, please advise us at once as our advice may
be affected by a change in the facts. Capitalized terms not defined in this
letter have the meaning given to them in the Plan.
Subject to the foregoing and upon investigation of such matters of law as we
consider applicable, we are of the opinion that under the Internal Revenue Code
of 1986, as amended and in effect as of the date of this opinion (the "Code"):
1. The receipt by a Service User of shares of Common Stock acquired through
reinvestment of dividends on Common Stock will be treated as dividend income in
an amount equal to the fair market value of such shares on the dividend payment
date. Code Section301, Section305. A Service User that purchases shares of
Common Stock through an optional cash deposit is treated as receiving dividend
income in an amount equal to the sum of (i) the excess, if any, of the fair
market value of the shares of Common Stock received on the Investment Date over
the amount of the optional cash deposit (the "Incremental Value") and (ii)
brokerage commissions, if any, incurred in connection with open market purchases
on behalf of such Service User, but paid by the Company (the "Commission
Benefit"). Rev. Rul. 78-375, 1978-2 C.B. 130.
<PAGE>
2. The tax basis of shares purchased through dividend reinvestment is equal
to the amount of dividend income recognized with respect to the receipt of such
shares of Common Stock. Code Section301(d). The tax basis of shares purchased
through an optional cash deposit is equal to the sum of: (i) the Service User's
optional cash payment; (ii) the Incremental Value; and (iii) the Commission
Benefit. Rev. Rul. 78-375, SUPRA.
3. The holding period for tax purposes for shares acquired under the Plan
begins on the day following the date of purchase of such shares. Rev. Rul.
70-598, 1970-2 C.B. 168.
4. A Service User will not recognize taxable income upon receipt of
certificates for whole shares credited to its account through (i) a request for
such certificates, (ii) withdrawal from the Plan, or (iii) termination of the
Plan. Rev. Rul. 76-53, 1976-1 C.B. 87. However, Service Users will recognize
gain or loss when whole shares acquired under the Plan are sold or exchanged in
a taxable transaction. Code Section1001. Service Users will also recognize gain
or loss when they receive a cash payment for a fractional share upon termination
of participation in the Plan or termination of the Plan by the Company. Rev.
Rul. 78-375, SUPRA. Gain or loss will be computed by comparing the amount
received for such shares and the tax basis of such shares in the hands of the
Service User. ID. Any gain or loss recognized will be treated as long-term
capital gain or loss if the Service User has held such shares or fractional
shares as a capital asset for more than one year. Code Section1221, Section1222.
Our opinion is limited to the matters expressly addressed in the four
numbered paragraphs above. No opinion is expressed and none should be inferred
as to any other matter.
This opinion is intended solely for your use and the use of your
shareholders in connection with the Plan and is not to be relied upon by other
persons or entities without our prior written consent. We consent to the
reference to our firm under the caption "Federal Income Tax Consequences" and to
the filing of this opinion as an exhibit to the Registration Statement.
In giving such consent, we do not hereby admit that we are in the category
of persons whose consent is required under Section 7 of the Securities Act of
1933.
Very truly yours,
/s/ Blackwell Sanders Matheny
Weary & Lombardi L.C.
<PAGE>
EXHIBIT 23(A)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
February 7, 1992, except with respect to the retroactive effect of a change in
the method of accounting for gas and oil properties, as to which the date is
November 6, 1992 appearing on page IV-4 of the Company's Annual Report on Form
10-K for the year ended December 31, 1993. We also consent to the incorporation
by reference of our report on the Financial Statement Schedules, which appears
on page IV-5 of such Annual Report on Form 10-K. We also consent to the
reference to us under the heading "Experts" in such Prospectus.
Price Waterhouse LLP
Kansas City, Missouri
January 4, 1995
<PAGE>
EXHIBIT 23(B)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement (Form S-3), used to register 3 million
UtiliCorp United Inc. common shares, of our reports dated January 31, 1994,
incorporated by reference and included in UtiliCorp United Inc.'s Annual Report
on Form 10-K for the year ended December 31, 1993, and to all references to our
Firm included in this registration statement.
Arthur Andersen LLP
Kansas City, Missouri
January 4, 1995
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
We, the undersigned Directors and Officers of UtiliCorp United Inc., do
hereby name, constitute and appoint Richard C. Green, Jr. or Dale J. Wolf, our
agent and attorney-in-fact, for each of us and in our respective behalves as
Directors and/or as Officers of UtiliCorp United Inc., to sign and execute a
Registration Statement on Form S-3, and any amendments thereto, relating to the
registration with the Securities and Exchange Commission of not more than
3,000,000 shares of Common Stock of UtiliCorp United Inc. related to a Dividend
Reinvestment and Direct Stock Purchase Plan.
Executed this 2nd day of November, 1994.
RICHARD C. GREEN, JR. AVIS G. TUCKER
- ----------------------------------- -----------------------------------
Richard C. Green, Jr. Avis G. Tucker
DON R. ARMACOST ROBERT F. JACKSON, JR.
- ----------------------------------- -----------------------------------
Don R. Armacost Robert F. Jackson, Jr.
JOHN R. BAKER L. PATTON KLINE
- ----------------------------------- -----------------------------------
John R. Baker L. Patton Kline
HERMAN CAIN STANLEY O. IKENBERRY
- ----------------------------------- -----------------------------------
Herman Cain Stanley O. Ikenberry
ROBERT K. GREEN DALE J. WOLF
- ----------------------------------- -----------------------------------
Robert K. Green Dale J. Wolf
JAMES S. BROOK
-----------------------------------
James S. Brook
