<PAGE>
Filed Pursuant to Rule 424(b)(1)
Registration No. 333-14869
PROSPECTUS
[UtiliCorp Logo]
5,250,000 SHARES
[LOGO]
COMMON STOCK
"$1.00 PAR VALUE"
----------------
The outstanding shares of the Common Stock of UtiliCorp United Inc. (the
"Company" or "UtiliCorp") are, and the shares offered hereby will be, listed on
the New York, Pacific and Toronto Stock Exchanges under the symbol UCU. On
November 20, 1996, the last reported sale price of the Common Stock on the New
York Stock Exchange was $27.625 per share.
-------------------
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.
<TABLE>
<CAPTION>
UNDERWRITING
DISCOUNTS
PRICE TO AND COMMISSIONS PROCEEDS TO
PUBLIC (1) COMPANY (2)
<S> <C> <C> <C>
Per Share $27.625 $.83 $26.795
Total (3) $145,031,250 $4,357,500 $140,673,750
</TABLE>
(1) The Company has agreed to indemnify the several Underwriters against certain
civil liabilities, including liabilities under the Securities Act of 1933,
as amended. See "Underwriting".
(2) Before deduction of expenses payable by the Company estimated at $350,000.
(3) The Company has granted the Underwriters a 30-day option to purchase up to
750,000 additional shares of Common Stock on the same terms as set forth
above to cover over-allotments, if any. If such option is exercised in full,
the total Price to Public, Underwriting Discounts and Commissions and
Proceeds to Company will be $165,750,000, $4,980,000 and $160,770,000,
respectively. See "Underwriting".
-------------------
The shares of Common Stock are being offered by the several Underwriters
named herein, subject to prior sale, when, as and if accepted by them and
subject to certain conditions. It is expected that certificates for the shares
of Common Stock offered hereby will be made available for delivery in New York,
New York on or about November 26, 1996.
-------------------
MERRILL LYNCH & CO.
DEAN WITTER REYNOLDS INC.
GOLDMAN, SACHS & CO.
J.P. MORGAN & CO.
<PAGE>
PAINEWEBBER INCORPORATED
------------
The Date of this Prospectus is November 20, 1996.
<PAGE>
[LOGO]
[SERVICE AREA MAPS]
A PRESENTATION OF THREE MAPS IS SHOWN INDICATING THE COMPANY'S SERVICE
TERRITORIES FOR ITS UTILITY OPERATIONS, NON-UTILITY OPERATIONS AND
INTERNATIONAL, RESPECTIVELY.
THE FIRST MAP INDICATES AREAS OF THE COMPANY'S ELECTRIC, GAS AND COMBINATION
UTILITY OPERATIONS IN MINNESOTA, IOWA, NEBRASKA, COLORADO, KANSAS, MISSOURI,
MICHIGAN, WEST VIRGINIA AND BRITISH COLUMBIA, CANADA.
THE SECOND MAP INDICATES THE AREAS AND LOCATIONS OF THE COMPANY'S GAS MARKETING
AREA (45 STATES, PART OF CANADA AND MEXICO), GAS PIPELINES (TEXAS AND OKLAHOMA),
GAS PROCESSING PLANTS (TEXAS AND OKLAHOMA) AND INDEPENDENT POWER PROJECTS
(WASHINGTON, CALIFORNIA, MAINE, NEW YORK, PENNSYLVANIA, ALABAMA AND FLORIDA).
THE THIRD MAP INDICATES THE LOCATION OF THE COMPANY'S INVESTMENTS IN NEW ZEALAND
ELECTRIC OPERATIONS, AUSTRALIAN ELECTRIC OPERATIONS AND JAMAICAN INDEPENDENT
POWER PROJECT AND ITS UNITED KINGDOM GAS MARKETING AREA.
<PAGE>
[LOGO]
MERGERS, ACQUISITIONS AND INVESTMENTS SINCE 1984
<TABLE>
<CAPTION>
COST
CUSTOMERS AS OF (DOLLARS IN
SERVICE OWNERSHIP 9/30/96 MILLIONS)
---------------- ------------ --------------- ------------------
<S> <C> <C> <C> <C>
ORIGINAL UTILITY OPERATIONS(A):
Missouri Public Service............. Electric 100% 190,000 --
Missouri Public Service............. Gas 100 42,000 --
---------------
TOTAL........................... 232,000
---------------
NORTH AMERICAN UTILITY MERGERS AND
ACQUISITIONS:
Kansas Public Service............... Gas 100% 27,000 $ 4.8
Peoples Natural Gas................. Gas 100 532,000 246.0(b)
Northern Minnesota Utilities........ Gas 100 32,000 22.0
West Virginia Power................. Electric 100 26,000 21.0
West Kootenay Power................. Electric 100 82,000 62.0
Michigan Gas Utilities.............. Gas 100 138,000 62.0
West Virginia gas system............ Gas 100 23,000 3.0
WestPlains Energy................... Electric 100 141,000 209.2(c)
Missouri Intrastate Pipeline........ Pipeline 100 -- 78.0
Kansas gas system................... Gas 100 (d) 23.0
Nebraska gas system................. Gas 100 (d) 78.0 (e)
--------------- --------
TOTAL........................... 1,001,000 $ 809.0
--------------- --------
INTERNATIONAL INVESTMENTS:
Power New Zealand Ltd............... Electric 29.4%(f) 216,000 $ 125.7
WEL Energy Group Ltd................ Electric 39.0(f) 65,000 42.1
United Energy Ltd................... Electric 49.9 533,000 257.9
--------------- --------
TOTAL........................... 814,000 $ 425.7
--------------- --------
NON-REGULATED ACQUISITIONS AND
INVESTMENTS:
UtilCo Group investments............ Independent
Power Projects 22-50% -- $ 209.5
Other............................... Gas marketing
and other 100 -- 171.8
--------
TOTAL........................... $ 381.3
--------
TOTAL..................... 2,047,000 $ 1,616.0
--------------- --------
--------------- --------
</TABLE>
- ------------
(a) UtiliCorp was formed in 1985 from Missouri Public Service Company, which
was founded in 1917.
(b) Not including the Nebraska gas system acquired in February 1993 or the
Kansas gas system acquired in September 1994. Both now operate as part of
Peoples Natural Gas.
(c) The total value of the WestPlains Energy acquisition transaction was $349.8
million, including the $209.2 million cash purchase price, assumption of
$26.0 million in debt, and the purchase by a third party of ownership
interest in a generating facility for $114.6 million. WestPlains Energy has
use of that generating capacity through a 27-year operating lease.
(d) Customers are included in Peoples Natural Gas above.
(e) Excluding $21.0 million in working capital and liabilities assumed.
(f) Interests are held through a 79% owned subsidiary of the Company.
<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, 301 Pine Street, San Francisco, California 94104. Such material may
also be accessed electronically by means of the Commission's home page on the
Internet at
http://www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission pursuant to
the Exchange Act are incorporated in this Prospectus by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995;
(b) The Company's Quarterly Report on Form 10-Q, as amended by the
Company's Quarterly Report on Form 10-Q/A, for the quarter ended
March 31, 1996;
(c) The Company's Quarterly Reports on Form 10-Q for the quarters ended
June 30, 1996 and September 30, 1996;
(d) The Company's Current Reports on Form 8-K dated January 19, 1996, May
22, 1996, May 28, 1996 and September 30, 1996; and
(e) The Company's Current Reports on Form 8-K, as amended by the
Company's Current Reports on Form 8-K/A, dated April 1, 1996.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of this offering shall be deemed to be incorporated by reference
in this Prospectus and to be a part hereof from the date of filing such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be modified or superseded, for purposes
of this Prospectus, to the extent that a statement contained herein or in any
subsequently filed document which is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus has been delivered, on the written or oral
request of any such person, a copy of any or all of the documents referred to
above which have been or may be incorporated in this Prospectus by reference,
other than exhibits to such documents unless such exhibits are specifically
incorporated by reference into such documents. Such requests should be directed
to Mr. Dale J. Wolf, Vice President, Finance, Treasurer and Corporate Secretary,
UtiliCorp United Inc., 911 Main, P.O. Box 13287, Kansas City, Missouri
64199-3287, telephone number (816) 421-6600.
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK AT
A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK, PACIFIC OR TORONTO STOCK EXCHANGES
OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
2
<PAGE>
PROSPECTUS SUMMARY
THIS SUMMARY IS QUALIFIED IN ITS ENTIRETY BY, AND SHOULD BE READ IN
CONJUNCTION WITH, THE INFORMATION APPEARING ELSEWHERE IN THIS PROSPECTUS AND IN
THE DOCUMENTS, FINANCIAL STATEMENTS AND OTHER INFORMATION INCORPORATED HEREIN BY
REFERENCE.
THE OFFERING
<TABLE>
<S> <C>
Company..................................... UtiliCorp United Inc.
Securities Offered (1)...................... 5,250,000 shares of Common Stock (par value
$1 per share)
Approximate Number of Shares Outstanding
After the Offering (1)..................... 52,297,376 shares
Common Stock Price Range: January 1, 1996
through November 20, 1996.................. $30 1/2 - $25 3/4
Listing..................................... New York, Pacific and Toronto Stock
Exchanges (Symbol: UCU)
Indicated Annual Dividend Rate.............. $1.76 per share, paid quarterly
Book Value Per Share at September 30,
1996....................................... $20.91
Use of Proceeds............................. To reduce short-term indebtedness incurred
for acquisitions, construction and debt
retirements and for general corporate
purposes
</TABLE>
- ------------
(1) Does not include an additional 750,000 shares subject to the Underwriters'
over-allotment option. See Cover Page and "Underwriting".
3
<PAGE>
THE COMPANY
UtiliCorp is an international energy and energy services company based in
Kansas City, Missouri. The Company's energy operations consist of electric and
natural gas utility operations, natural gas gathering, marketing and processing
and investments in independent power projects. Since being formed in 1985 from
Missouri Public Service Company, UtiliCorp has grown principally through utility
mergers, acquisitions and investments totaling approximately $1.6 billion, which
includes the investment of more than $300 million in non-regulated acquisitions
and investments. For the ten-year period ending December 31, 1995, the Company's
sales have grown from approximately $243.2 million to approximately $2.8
billion, an average annual growth rate of 27.7%. Over the same period, income
from operations has grown from approximately $62.9 million to approximately
$225.1 million, an average annual growth rate of 13.6%.
UtiliCorp and its subsidiaries and joint ventures serve approximately 2.0
million electric and gas utility customers in eight states, one Canadian
province, Australia and New Zealand. The Company's North American electric
utility operations serve approximately 439,000 customers in four states --
Missouri, Kansas, Colorado, and West Virginia -- and the Canadian province of
British Columbia. The Company's domestic gas utility operations serve
approximately 800,000 customers in eight states -- Missouri, Kansas, Colorado,
Iowa, Nebraska, Minnesota, Michigan and West Virginia. The Company's Australian
electric distribution joint venture serves approximately 533,000 customers in
metropolitan Melbourne. The Company also owns equity interests in two electric
distribution utilities in New Zealand serving approximately 280,000 customers
and sells natural gas to wholesale and commercial businesses in the United
Kingdom through subsidiaries and joint ventures.
UtiliCorp's strategy is to be a multinational provider of energy solutions
to its customers. As part of this strategy, UtiliCorp, in 1995, launched
EnergyOneSM, the first nationally branded line of products and services for
electric and gas utility customers. The Company believes that the EnergyOneSM
portfolio of value-added services and tailored energy solutions is a key part of
its strategy. In addition, the Company recently realigned its domestic
operations into three business groups to better serve its customers: UtiliCorp
Energy Delivery, UtiliCorp Energy Group and UtiliCorp Energy Solutions. The
Company's international operations are managed separately.
Aquila Energy Corporation, a wholly-owned subsidiary of UtiliCorp, markets
natural gas in 45 states as well as parts of Canada and Mexico. Aquila Energy
Corporation's 82% owned subsidiary, Aquila Gas Pipeline Corporation, has an
interest in 14 natural gas gathering systems and four natural gas processing
plants in Texas and Oklahoma. Through its UtilCo Group Inc. subsidiary, the
Company owns interests in 17 independent power projects in seven states and
Jamaica.
In 1995, Aquila Power Corporation was formed as a subsidiary of Aquila
Energy Corporation to take advantage of opportunities in wholesale electricity
marketing and brokering. On January 11, 1995, Aquila Energy Corporation received
approval from the Federal Energy Regulatory Commission to market electricity to
wholesale customers such as utilities and municipalities.
In 1995, the Company's North American electricity requirements were met 61%
by the Company's own generation facilities and 39% by purchased power. The
Company owns regulated electric generating facilities with a total 1,785
megawatts of capacity. The Company's electric power generation is fueled 69% by
coal fired facilities, 21% by hydroelectric facilities, and 10% by natural gas
or oil fired facilities. UtiliCorp neither owns nor operates any nuclear
generating assets.
4
<PAGE>
SUMMARY FINANCIAL INFORMATION
(DOLLARS IN MILLIONS EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
TWELVE MONTHS ENDED
SEPTEMBER 30, 1996* YEARS ENDED DECEMBER 31,
------------------------ -------------------------------
INCOME STATEMENT DATA: PRO FORMA (1) ACTUAL 1995 1994 1993
------------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Sales (2)......................................... $ 3,606.0 $ 3,606.0 $ 2,798.5 $ 2,398.1 $ 2,746.1
Income from Operations (3)(4)(5).................. 181.6 181.6 225.1 228.0 144.0
Net Income (6)(7)................................. 90.8 85.3 79.8 94.4 86.4
Earnings Available for Common Shares.............. 88.7 83.2 77.7 91.4 79.5
Primary Earnings Per Common Share................. 1.72 1.79 1.72 2.08 1.95
Fully Diluted Earnings Per Common Share........... 1.71 1.79 1.71 2.06 1.92
Cash Dividends Per Common Share................... 1.75 1.75 1.72 1.70 1.62
</TABLE>
<TABLE>
<CAPTION>
AS OF SEPTEMBER 30, 1996*
-------------------------
AS ADJUSTED
BALANCE SHEET DATA: (8) ACTUAL
-------------- ---------
<S> <C> <C>
Total Assets........................................................................ $ 4,045.8 $ 3,961.8
Short-Term Debt (Including Current Maturities)...................................... 199.7 356.0
Long-Term Debt...................................................................... 1,472.9 1,372.9
Preference and Preferred Stock (9).................................................. 125.4 125.4
Common Shareholders' Equity......................................................... 1,124.0 983.7
</TABLE>
- ---------------
* Unaudited
(1) The pro forma financial data give effect to: (a) the sale of 5,250,000
shares of Common Stock offered pursuant to the offering (assuming the
Underwriters' over-allotment option is not exercised) and (b) the
application of the net proceeds as described under "Use of Proceeds and
Financing Program" as though they had occurred at the beginning of the
period indicated. The pro forma income statement impact for the issuance of
$100 million of Senior Notes as described in "Recent Developments" has been
excluded due to immateriality.
(2) In 1995, the Company changed its method of accounting for domestic natural
gas trading operations to the mark-to-market method. This change in
accounting increased sales and income from operations by $29.8 million, net
income by $18.3 million ($.40 per fully diluted share) and total assets by
$201.9 million. This change in accounting has been reflected from January
1, 1995. The effect on prior periods was not material.
(3) In 1993, Aquila Energy Corporation, a subsidiary of the Company, recorded a
$69.8 million pre-tax restructuring charge ($45.0 million after-tax)
against earnings ($1.02 per fully diluted share) related to a change in
strategic direction.
(4) In 1995, the Company recorded a $34.6 million pre-tax charge ($19.6 million
after-tax, or $.43 per fully-diluted share) related to impaired assets.
(5) In the third quarter of 1996, the Company expensed $11.0 million of
deferred merger costs. See "Recent Developments".
(6) In 1993, Aquila Energy Corporation sold 18% of Aquila Gas Pipeline
Corporation in an initial public offering resulting in a non-taxable gain
of $47.8 million ($1.08 per fully diluted share).
(7) In 1996, the Company recorded an $11.8 million after-tax gain ($.25 per
fully diluted share) primarily from the effects of a sales lease
transaction at a UtilCo Group Inc. partnership.
(8) The as adjusted financial data give effect to: (a) the sale of the
5,250,000 shares of Common Stock offered pursuant to the offering (assuming
the Underwriters' over-allotment option is not exercised); (b) the
application of the net proceeds as described under "Use of Proceeds and
Financing Program"; (c) the pro forma balance sheet impact for the issuance
of $100 million of Senior Notes as described in "Recent Developments"; and
(d) the acquisition of an additional 25% ownership interest in Oasis
Pipeline Company as described in "Recent Developments".
(9) Includes $100 million of Company-obligated mandatorily redeemable preferred
securities of a partnership, $25 million preference stock and approximately
$400,000 preferred stock of a Company subsidiary.
5
<PAGE>
THE COMPANY
UtiliCorp is an international energy and energy services company consisting
of electric and natural gas utility operations, natural gas gathering, marketing
and processing and investments in independent power projects. The Company's
activities are primarily managed through three business groups: UtiliCorp Energy
Delivery ("UED"), consisting primarily of transmission and distribution utility
operations, UtiliCorp Energy Group ("UEG"), consisting of gas marketing,
processing, gathering and electricity marketing, as well as electricity
generation and independent power production, and UtiliCorp Energy Solutions
("UES"), consisting of gas marketing, appliance service contracts and other
energy related products and services. UtiliCorp's international operations are
managed separately from these business groups. The Company has its Executive
Offices at 911 Main, Kansas City, Missouri 64105, telephone number (816)
421-6000.
UtiliCorp and its subsidiaries and joint ventures serve approximately 2.0
million electric and gas utility customers in eight states, one Canadian
province, Australia and New Zealand. The Company's North American electric
utility operations serve approximately 439,000 customers in four states --
Missouri, Kansas, Colorado, and West Virginia -- and the Canadian province of
British Columbia. The Company's domestic gas utility operations serve
approximately 800,000 customers in eight states -- Missouri, Kansas, Colorado,
Iowa, Nebraska, Minnesota, Michigan and West Virginia.
In 1995, UtiliCorp launched EnergyOneSM, the first nationally branded line
of products and services for electric and gas utility customers. The EnergyOneSM
portfolio of value-added services and tailored energy solutions is a key part of
the Company's strategy to become a multinational provider of energy solutions to
its customers.
Aquila Energy Corporation ("Aquila"), a wholly-owned subsidiary of
UtiliCorp, markets natural gas in 45 states as well as parts of Canada and
Mexico. Aquila's 82% owned subsidiary, Aquila Gas Pipeline Corporation ("AGP"),
owns or has interests in 14 natural gas gathering systems and four natural gas
processing plants in Texas and Oklahoma. Through its UtilCo Group Inc.
subsidiary ("UtilCo"), the Company owns interests in 17 independent power
projects in seven states and Jamaica. UtiliCorp also markets natural gas in the
United Kingdom.
In Australia, UtiliCorp owns a 49.9% interest in United Energy Ltd. ("United
Energy"), the first Australian electric distribution company to be privatized.
United Energy serves approximately 533,000 customers in metropolitan Melbourne.
Utilicorp N.Z., Inc. ("UNZ"), a 79% owned subsidiary of the Company, owns a
29.4% interest in Power New Zealand Ltd. ("PNZ"), New Zealand's second largest
electric distribution utility, which serves approximately 216,000 customers in
the Auckland area. In addition, UNZ owns a 39% interest in WEL Energy Group Ltd.
("WEL"), a New Zealand electric distribution utility serving 65,000 customers in
the Waikato region.
The Company is actively seeking expansion through the prudent acquisition of
utility and other energy related properties, including electric and gas
operating utilities, electric generating assets and natural gas gathering and
processing facilities.
UTILICORP ENERGY DELIVERY
UtiliCorp Energy Delivery consists primarily of the Company's U.S. regulated
transmission and distribution operations, which operate in eight states. The
Company, through its UED operations, strives to be a competitively priced, safe
and reliable provider of electricity and natural gas to nearly 1.2 million
regulated customers.
GAS OPERATIONS
The Company's gas utilities serve 800,000 natural gas customers in 805
communities, and have experienced annual customer growth averaging 8.3%
(including acquisitions) since 1985. Over the same period, sales from natural
gas have grown an average of 26.8% per year and sales and transportation volume
has grown at an average of 36.7% per year. UED obtains most of its gas supply
from the Company's UEG business group. The recent operating results of
UtiliCorp's gas operations are included as a separate business segment, "Gas
Operations", in the Company's consolidated financial statements.
6
<PAGE>
ELECTRIC OPERATIONS
The Company's regulated electric utilities serve 439,000 electric customers
in 418 communities, and have experienced annual customer growth averaging 11.6%
(including acquisitions) per year since 1985. Over the same period, revenues
from electric sales have grown at an average rate of 12.0% per year and megawatt
hour ("MWH") sales have grown at an average rate of 15.0% per year. The recent
operating results of UtiliCorp's regulated electric operations are included as a
separate business segment, "Electric Operations", in the Company's consolidated
financial statements. The aforementioned data includes West Kootenay Power
Limited ("WKP"), the Company's Canadian subsidiary, which is operated
independently of UED. See "The Company--International".
The Company's sales by jurisdiction for the twelve months ended September
30, 1996 are shown below:
ELECTRIC OPERATIONS
<TABLE>
<CAPTION>
State/Province Sales %
- ------------------------------------------------------------------------ --------- ---------
<S> <C> <C>
Missouri................................................................ $ 285.4 48%
Kansas.................................................................. 117.7 20
British Columbia........................................................ 91.6 15
Colorado................................................................ 78.2 13
West Virginia........................................................... 27.8 4
--------- ---------
Total............................................................... $ 600.7 100%
--------- ---------
--------- ---------
</TABLE>
GAS OPERATIONS
<TABLE>
<CAPTION>
State Sales %
- ------------------------------------------------------------------------ --------- ---------
<S> <C> <C>
Minnesota............................................................... $ 152.0 22%
Michigan................................................................ 137.4 20
Nebraska................................................................ 121.7 18
Iowa.................................................................... 106.0 16
Kansas.................................................................. 73.7 11
Missouri................................................................ 43.8 6
West Virginia........................................................... 22.9 4
Colorado................................................................ 22.0 3
--------- ---------
Total............................................................... $ 679.5 100%
--------- ---------
--------- ---------
</TABLE>
UTILICORP ENERGY GROUP
The Company has two wholly-owned subsidiaries that comprise most of the
Company's energy-related businesses. These subsidiaries were organized to take
advantage of opportunities in the energy related marketplace. The first of these
subsidiaries, Aquila, is a gas and electricity marketing, and gas supply,
gathering and processing company doing business throughout most areas of North
America. The second, UtilCo, invests in non-regulated electric generating
assets. In addition, UEG is responsible for the management of the Company's
regulated generating facilities. Aquila is included as a separate business
segment, "Energy Related Businesses", in the Company's consolidated financial
statements. UtilCo's operating results are primarily included in "Equity and
Earnings of Investments and Partnerships" in the Company's consolidated
financial statements. The operating results of the regulated generating
facilities are included in the separate business segment "Electric Operations"
in the Company's consolidated financial statements.
AQUILA ENERGY CORPORATION
Aquila was established as a separate subsidiary of the Company in 1986 to
take advantage of the gas marketing and transportation opportunities created by
deregulation of the natural gas industry. Aquila has three business units:
Aquila Energy Marketing Corporation, Aquila Gas Pipeline Corporation ("AGP") and
Aquila Power Corporation ("APC").
7
<PAGE>
Aquila has a marketing, supply and transportation network consisting of
relationships with more than 1,000 gas producers and 500 local distribution
companies and end-users throughout the United States, Mexico and Canada. Through
more than 350 transportation agreements, Aquila has access to more than 17,500
gas receiving and delivery points on a network of 33 pipelines. From 1991 to
1995, Aquila's annual gas marketing volumes increased from 1,003 to 1,427
million cubic feet per day.
Aquila Gas Pipeline Corporation owns and operates a 3,300-mile intrastate
gas transmission and gathering network and four processing plants, located in
Texas and Oklahoma, that extract and sell natural gas liquids. AGP also markets
natural gas. In October 1993, Aquila sold, in an initial public offering, 5.4
million shares of AGP common stock for approximately $74.6 million representing
about 18% of the outstanding stock of AGP. The Company realized a gain of
approximately $47.8 million in connection with the offering. On July 1, 1996,
and November 1, 1996 AGP (through AQP Holdings LP, a 98% owned subsidiary of
AGP) completed the acquisition of 15% and 25%, respectively, of the outstanding
capital stock of Oasis Pipeline Company ("Oasis") and related transportation
rights from Dow Hydrocarbons and Resources Inc. ("DHRI") for a total purchase
price of approximately $132 million. See "Recent Developments -- Oasis Pipeline
Company."
In 1995, APC was formed as a subsidiary of Aquila to take advantage of
opportunities in wholesale electricity marketing and brokering. APC received
approval from the Federal Energy Regulatory Commission ("FERC") on January 11,
1995 to market electricity to wholesale customers such as utilities and
municipalities. Aquila expects that the electricity marketing industry will
expand rapidly as electricity futures trading is developed and the
infrastructure of this industry segment is established. For the quarter ended
September 30, 1996, APC's wholesale power sales totaled more than 1,938,000 MWH,
ranking it among the nation's 10 largest power marketers.
UTILCO GROUP INC.
UtilCo, formed in 1986, participates in the ownership and operation of
facilities in the independent and wholesale power generation market. The goals
of UtilCo are to acquire ownership positions in electric generation facilities
and to earn rates of return appropriate for the evolving independent power
industry. Consistent with the Company's strategy to minimize risk by
diversification, UtilCo has invested in generation facilities which are
geographically diverse, use a variety of fuels, and use proven technologies.
Additionally, each project is a producer of competitively priced wholesale power
in its geographic region and has a long-term market for its output. To date,
UtilCo has made investments in 17 projects located in seven states and Jamaica,
with a total net ownership of approximately 320 MW of generating capacity. All
of the projects are in commercial operation, with the exception of the Jamaica
project which the Company expects to enter commercial operation by the end of
the year.
REGULATED GENERATING ASSETS
UtiliCorp Energy Group also manages the Company's regulated electric supply
businesses in the U.S. The group principally oversees the operations of the
Company's regulated utility generating plants located in Colorado, Kansas and
Missouri. Collectively, the generating plants located in these three states have
the capacity to generate 1,580 megawatts ("MW") (net) of electricity. During
1995, these generating facilities produced approximately 5,596,000 MWH of
electricity, equaling approximately 70% of all electricity sold domestically by
the Company. UtiliCorp purchased the remaining 30% of electricity sold by the
Company domestically. Of the electricity generated by the Company domestically,
87% was generated from coal fired facilities and 13% from oil or gas fired
facilities.
UTILICORP ENERGY SOLUTIONS
UtiliCorp Energy Solutions was formed to advance the Company's effort to
become a leading retailer of energy and energy related products and services.
The Company believes UES is positioned to provide value-added products and
services to its customers. UES intends to provide consumers with increased
energy efficiency, home security, appliance servicing and various other consumer
oriented products that should further strengthen and expand UtiliCorp's customer
relationship. In addition, the Company, through several
8
<PAGE>
subsidiaries, has developed alliances and entered into contracts which name UES
entities as the exclusive suppliers of gas in areas that allow competition. The
operating results for the businesses included in UES are not included as a
separate business segment in the Company's consolidated financial statements.
ENERGYONESM
In May 1995, UtiliCorp officially launched the EnergyOneSM brand.
EnergyOneSM is a unifying name for the products and services offered by the
Company. Prior to the EnergyOneSM brand launch, the Company marketed its
products and services using only the local utility division name or separate
subsidiary name.
Most UtiliCorp products and services now carry the EnergyOneSM brand.
EnergyOneSM is an integral part of the Company's strategy to bring brand
awareness and value-added services to the industry and thereby create a platform
for customer growth outside existing service territories. A sample of these
value-added services is shown below:
<TABLE>
<CAPTION>
Product & Service Category Description Product & Service Name
- ------------------------------------ ------------------------------------ ------------------------------------
<S> <C> <C>
Supply Solutions Assessing customers' energy needs - AdvisorOneSM Service
and providing customized solutions -Fuel and Power Management Services
Utility Solutions Helping customers design, finance, - Hot SpotSM Service
build and maintain generating - Power Services
facilities - Special Utility Services
- Perfect PowerSM Services
Technology & Equipment Solutions Designing, developing and installing - ProfileOneSM Service
emerging and proven technologies -Productivity & Efficiency Services
to lower customer energy costs -Environmental Energy Services
</TABLE>
In addition to developing a new portfolio of products and services in 1995,
the Company invested in its marketing infrastructure and sales organization to
support and sell EnergyOneSM products and services. The EnergyOneSM portfolio
includes: appliance and heating, ventilation and air-conditioning installation,
inspection and repair; new appliance financing; and security packages that allow
consumers to use EnergyOneSM to monitor their homes for potential intruders,
carbon monoxide poisoning, gas leaks and service interruptions. Management
believes EnergyOneSM positions the Company to be an industry leader in creating
and providing consumer services to make each consumer's home safer and more
energy efficient.
Since the launch of the EnergyOneSM brand in 1995, the Company, through its
subsidiaries, has entered into gas supply contracts with commercial customers
such as Ground Round Restaurants, Applebee's International, Apple South and
Service Merchandise. UtiliCorp subsidiaries, under the EnergyOneSM brand, have
developed alliances with The Retailers Bakery Association, The National
Association of Housing Cooperatives, The Asian-American Hotel Owners
Association, The Regional Energy Management Coalition (representing
approximately 100 Southern California school districts) and others. These
contracts and alliances allow the Company to be the exclusive provider of
natural gas in areas which allow competition, as well as allowing the Company to
be the electricity provider of choice as deregulation increases competition in
the electric industry.
INTERNATIONAL
The Company's international operations are managed separately from UED, UEG
and UES and include electric utility operations in Australia, New Zealand and
Canada, as well as gas marketing in the United Kingdom. UtiliCorp believes that
its experience in foreign utility operations will enable the Company to more
effectively manage increased competition in its domestic gas and electric
operations.
In September, 1995, UtiliCorp purchased a 49.9% interest in United Energy
for approximately $257.9 million. United Energy is one of the three major
electric distribution utilities serving the metropolitan Melbourne, Australia
area. United Energy's service territory includes 533,000 customers.
9
<PAGE>
During 1995, UNZ purchased a 27.5% ownership interest in PNZ for
approximately $107.1 million, which was subsequently increased to 29.4% through
various purchases in 1996. PNZ serves 216,000 customers in the Auckland, New
Zealand metropolitan area and is the second largest electric distribution
utility in New Zealand. UNZ also owns a 39% interest in WEL, an electric
distribution utility serving 65,000 customers in the Waikato region of New
Zealand.
UtiliCorp operates an electric utility serving approximately 82,000
customers in British Columbia, Canada through WKP. WKP generates approximately
50% of its electricity needs from hydroelectric power and purchases the
remainder. WKP has some of the lowest generation costs in North America due to
the efficiency of hydroelectric power.
The Company has various natural gas marketing operations that sell natural
gas to wholesale and industrial customers in the United Kingdom. These
operations consist of United Gas Limited and joint ventures with two regional
electric companies.
COMPETITIVE POSITION
UtiliCorp believes that it is well-positioned to take advantage of the
opportunities presented by an increasingly deregulated and competitive market
for the generation and sale of electricity and by the convergence of the markets
for gas and electricity into a market for energy and energy services. UtiliCorp
believes that its competitive advantages include:
PRICE POSITION. The Company believes that, overall, its natural gas and
electricity is competitively priced within the geographic regions it serves. In
the year ended December 31, 1995, the Company's average billed bundled gas sale
per thousand cubic feet was $4.74 per residential customer, $4.13 per commercial
customer and $3.56 per industrial customer. In the year ended December 31, 1995,
the Company's average billed electric sales per kilowatt hour was 6.9 CENTS per
residential customer, 6.0 CENTS per commercial customer and 4.0 CENTS per
industrial customer.
DIVERSE ELECTRIC GENERATION FUEL MIX. Approximately 69% of UtiliCorp's
electric generating capacity is coal-fired. In 1995, the fuel mix of the
remaining generation was 21% hydro (all located in Canada) and 10% gas and oil.
The Company purchased approximately 39% of its North American electricity
requirements in 1995. UtiliCorp neither owns nor operates nuclear generating
facilities.
DIVERSITY OF OPERATIONS AND CUSTOMERS SERVED. In the year ended December
31, 1995, North American gas and electric sales were derived from eight
different states and one Canadian province, with no more than 27% of the
combined gas and electric sales from a single jurisdiction. In the year ended
December 31, 1995, UtiliCorp's gas and electric utility sales were $616.8
million and $577.7 million, respectively. In the year ended December 31, 1995,
sales from gas operations were derived from residential, commercial and
industrial/other customers, 59%, 25% and 16%, respectively and sales from
electric operations were derived from residential, commercial and
industrial/other customers, 44%, 28% and 28%, respectively.
GAS AND ELECTRICITY MARKETING CAPABILITY. The Company believes that many of
the skills necessary to compete in the energy market of the future reside in the
marketing and brokering of gas and electricity. Aquila is a significant and
profitable gas marketer and in 1995 had gas marketing volumes of 1,427 million
cubic feet per day. In 1995, Aquila formed an electricity marketing subsidiary,
APC, allowing the Company to provide both natural gas and electric power
commodity services to its wholesale customers from an integrated wholesale
marketing perspective.
INNOVATIVE MANAGEMENT. UtiliCorp has assembled a management team with
significant experience both inside and outside the traditional electric and gas
utility industry, including telecommunications, airlines and consumer products.
STRATEGY
The domestic electric industry has become substantially more competitive as
federal and state regulators and legislators continue to take steps toward
deregulation. With the passage of the Public Utility Regulatory Policies Act of
1978 and the National Energy Policy Act of 1992, the electric utility industry
has already experienced a significant increase in the level of competition in
the market for the generation and
10
<PAGE>
sale of electricity. In addition, in 1996, the FERC issued Order 888, dealing
primarily with open access to transmission lines and recovery of stranded costs,
which the Company believes will further increase competition in the electric
industry.
The competitive forces affecting the domestic electric industry have also
affected the domestic gas industry. In 1992, FERC Order 636 shifted gas supply
responsibilities from traditional pipeline company sources to distribution
utilities and allowed customers to bypass a gas distribution utility's system by
directly connecting to a transportation pipeline. FERC Order 636 allowed
customers to negotiate separately for their supplies of gas.
To address future competitive challenges, UtiliCorp began, over two years
ago, to review its competitive position and opportunities. The Company assembled
a team of approximately 100 employees to assist in the development of
UtiliCorp's strategy to become a multinational provider of energy solutions to
its customers. Key elements of this strategy include:
ALIGNMENT OF BUSINESSES TO ADDRESS A CHANGING COMPETITIVE
ENVIRONMENT. UtiliCorp realigned its businesses during 1995 into four business
groups, UED, Power Services, Energy Resources and Marketing Services in order to
more efficiently and effectively serve its markets and customers. Recently, the
Company combined Power Services and Energy Resources into UEG and transitioned
Marketing Services into a system-wide enterprise support function. The Company
has also realigned its non-regulated retail activities under UES.
CONTINUED OPERATIONAL EXCELLENCE. In 1995, the Company began centralizing
business support functions previously performed separately by the operating
divisions. More than 200 employees in support functions moved to Kansas City and
almost 2,000 employees are doing jobs today that are significantly different
than a year ago. Management continues to focus closely on the overall cost
position of the Company.
UNIFYING ENERGYONESM BRAND. In 1995, the Company introduced a unifying
brand name, EnergyOneSM, under which it is implementing its strategy to market
products and services to consumers nationwide. EnergyOneSM was the first
national brand in the electric and gas industries. The Company believes that
this strategy will improve the Company's already strong competitive position in
an increasingly deregulated environment.
PURSUIT AND EXPLOITATION OF NEW TECHNOLOGY. UtiliCorp is seeking new
technologies to complement and enhance its portfolio of energy related products
and services. Examples include the Company's partnership with Novell, Inc. to
develop certain technologies and products to better manage energy consumption in
home and business environments and the Company's recently signed three year
licensing agreement with Adaptive Networks, Inc. that provides UtiliCorp access
to advanced powerline communications technologies.
EMPLOYEE OWNERSHIP AND COMMITMENT. Approximately 95% of the Company's
employees own stock in UtiliCorp. UtiliCorp management and employees own
approximately 12% of the Company's stock and a significant component of senior
management's compensation is related to the financial performance of the
Company. Management believes that employee-owners are more likely to create
value for customers and shareholders as a result of their personal interest in
the success of the Company.
MERGERS AND ACQUISITIONS. Growth through mergers and acquisitions has been
a major part of UtiliCorp's strategy for more than a decade. With over $1.6
billion of investments, mergers or acquisitions completed, the Company believes
it has become a more capable and diversified energy provider. Several years ago,
UtiliCorp expanded its growth strategy to include foreign markets, concentrating
on opportunities in English-speaking countries such as Australia, New Zealand,
the United Kingdom, and Canada.
11
<PAGE>
CERTAIN FORWARD-LOOKING INFORMATION
This Prospectus contains certain forward-looking statements which are based
on various assumptions. These assumptions involve judgments with respect to
various factors, all of which are difficult to predict and many of which are
beyond the control of the Company. Accordingly, while the Company believes that
such assumptions are reasonable, there can be no assurance that such assumptions
will approximate actual experience and actual results could differ materially
from those predicted. The following are important factors that could cause the
Company's actual results to differ materially from present expectations or
beliefs: (a) future economic conditions in the regional, national and
international markets in which the Company competes; (b) weather conditions; (c)
financial market conditions, including, but not limited to, changes in interest
rates; (d) changing competition, including, but not limited to, the deregulation
of the United States electric utility industry and the entry of new competitors;
(e) the ability to carry out marketing and sales plans; (f) the ability to enter
new markets successfully and capitalize on growth opportunities in non-regulated
businesses; and (g) adverse changes in applicable laws, regulations or rules
governing environmental, tax or accounting matters.
RECENT DEVELOPMENTS
TERMINATION OF MERGER AGREEMENT
On September 17, 1996, Kansas City Power & Light Company ("KCPL") terminated
the Amended and Restated Agreement and Plan of Merger (the "Agreement") among
KCPL, KC Merger Sub, Inc., the Company and KC United Corp., which would have
provided for the merger of the Company and KCPL.
Since KCPL's shareholders did not approve the merger between KCPL and the
Company, KCPL was required to pay the Company $5 million. The Company received
this termination payment on September 19, 1996. In connection with the
termination of the Agreement the Company recorded against third quarter earnings
a pre-tax charge of approximately $11.0 million ($6.8 million after-tax or $.14
per fully diluted common share), net of the termination fee payment.
ISSUANCE OF SENIOR NOTES
On October 23, 1996, the Company issued $100 million of unsecured Senior
Notes ("Senior Notes"). The Senior Notes bear an interest rate of 6.7% and will
mature on October 15, 2006. The proceeds of the issuance were used to reduce
short-term debt incurred for acquisitions, construction and debt retirements and
for general corporate purposes.
OASIS PIPELINE COMPANY
On July 1, 1996, AGP (through AQP Holdings LP, a 98% owned subsidiary of
AGP) acquired 15% of the outstanding capital stock of Oasis Pipeline Company and
related transportation rights from DHRI for approximately $48 million. Oasis
consists of an approximately 600-mile pipeline system and is in proximity to
many of AQP's existing gathering systems. On November 1, 1996 AGP acquired
another 25% of Oasis' common stock for approximately $84 million. The
transportation rights related to the 40% capital stock acquisitions currently
amount to approximately 320 million cubic feet per day of firm intrastate
transportation from the Waha hub (located in west Texas) to the Katy hub
(located in east Texas) and include the opportunity to utilize excess capacity
on an interruptible basis. In addition, AGP and DHRI have entered into a
long-term gas supply agreement whereby AGP will supply DHRI with 100 million
British thermal units per day of gas supply in the Katy, Texas area at market
rates.
SHAREHOLDER RIGHTS PLAN
On November 6, 1996, the Board of Directors of the Company adopted a
Shareholder Rights Plan pursuant to which, subject to regulatory approval,
holders of Common Stock outstanding on December 31, 1996 or issued thereafter
will receive one preference share purchase right attributable to each share of
UtiliCorp United Inc. Common Stock. See "Description of Common Stock --
Shareholder Rights Plan".
12
<PAGE>
RECENT OPERATING RESULTS
On November 7, 1996 the Company announced that for the third quarter ended
September 30, 1996, its earnings available for common shares were $13.6 million.
Earnings available for common shares in the third quarter of 1995 were $32.4
million. Excluding each period's significant non-recurring items, earnings for
the 1996 quarter compared to the 1995 quarter were $20.4 million versus $18.2
million.
The third quarter 1996 results include an $11.0 million pre-tax ($6.8
million after-tax) charge against earnings related to the Company's terminated
merger with KCPL. The after-tax effect of this change reduced primary earnings
per common share by $.15. Results for the 1995 third quarter were increased
$15.9 million ($.36 per common share) to reflect an accounting change offset in
part by a $1.7 million ($.04 per common share) decrease to reflect the sale of
the Company's oil and gas production assets.
Primary earnings per common share for the 1996 quarter were $.29, compared
to $.72 for the 1995 quarter. Excluding each period's significant non-recurring
items, the 1996 quarter primary earnings per common share were $.44, compared to
$.40 for the 1995 quarter.
USE OF PROCEEDS AND FINANCING PROGRAM
The net proceeds of this offering will be used to reduce the Company's
outstanding short-term debt incurred for acquisitions, construction and debt
retirements and for general corporate purposes.
At September 30, 1996, the Company had outstanding short-term borrowings
(excluding current maturities) of approximately $340.9 million with a weighted
average interest cost of 5.44%.
The Company's utility construction expenditures amounted to approximately
$109.4 million for the year ended December 31, 1995. Expenditures for
non-regulated generating assets, energy related businesses, international
businesses and other purposes totalled approximately $730.0 million for the year
ended December 31, 1995. Through September 30, 1996, the Company had expended
approximately $82.5 million for utility construction in addition to
approximately $147.0 million for investments in energy related and international
businesses and other purposes. The Company anticipates that cash provided from
operating activities will be sufficient to meet total cash requirements during
the 1997-2000 forecast period, excluding requirements for acquisitions,
non-regulated investments and debt retirements.
As discussed under "The Company", UtiliCorp is actively seeking to make
investments in and acquisitions of utility and other energy related properties.
Such acquisitions and investments, if made, may require additional permanent
financings. The nature and amount of such financings will depend on, among other
things, market conditions at the time of the financings.
13
<PAGE>
COMMON STOCK DIVIDENDS AND PRICE RANGE
Cash dividends on the Common Stock of the Company and its predecessor have
been paid each year since 1939.
The current policy of the Board of Directors of the Company (the "Board of
Directors") is to pay cash dividends on the Common Stock on a quarterly basis.
Future cash dividends will necessarily be dependent upon the policies of the
Board of Directors and the Company's earnings, financial condition and other
factors. See "Description of Common Stock" for certain restrictions upon the
payment of cash dividends.
The Company has a Dividend Reinvestment and Common Stock Purchase Plan (the
"Plan") pursuant to which shareholders may automatically reinvest Common Stock
cash dividends in shares of the Company's Common Stock. The Plan currently
provides for reinvestment at 95% of applicable market prices. Investors and
existing shareholders may make optional cash purchases of Common Stock at 100%
of applicable market prices in amounts up to $10,000 per month.
The graph below illustrates the cash dividends per common share paid to
shareholders since 1984.
UTILICORP UNITED DIVIDEND HISTORY
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
UTILICORP UNITED
<S> <C>
Dividend History
1984 $0.64
1985 $0.77
1986 $0.87
1987 $0.93
1988 $1.04
1989 $1.42
1990 $1.46
1991 $1.54
1992 $1.60
1993 $1.62
1994 $1.70
1995 $1.72
1996 $1.76
</TABLE>
- ------------
* On November 6, 1996, the Company's Board of Directors declared a quarterly
dividend of $.44 to be paid on December 12, 1996 to shareholders of record
on November 27, 1996.
14
<PAGE>
UtiliCorp's Common Stock is listed on the New York, Pacific and Toronto
Stock Exchanges and is traded under the symbol UCU. The reported price range of
the Common Stock on the composite tape and dividends paid are shown in the
following table for the periods indicated.
<TABLE>
<CAPTION>
SALE PRICES
QUARTERLY CASH -----------------
DIVIDENDS HIGH LOW
--------------- ------- ------
<S> <C> <C> <C> <C> <C>
1994:
First Quarter............................................. $ .42 $ 31 7/8 $ 28 3/4
Second Quarter............................................ .42 31 1/2 27 3/4
Third Quarter............................................. .43 29 3/4 25 7/8
Fourth Quarter............................................ .43 27 7/8 25 1/8
-----
$ 1.70
-----
-----
1995:
First Quarter............................................. $ .43 $ 29 1/2 $ 26 3/8
Second Quarter............................................ .43 29 27 1/4
Third Quarter............................................. .43 28 1/2 26 5/8
Fourth Quarter............................................ .43 29 5/8 27 1/2
-----
$ 1.72
-----
-----
1996:
First Quarter............................................. $ .44 $ 30 1/2 $ 28 1/4
Second Quarter............................................ .44 29 1/8 25 3/4
Third Quarter............................................. .44 29 1/8 26 1/2
Fourth Quarter (through November 20, 1996)*............... .44 28 1/4 27
-----
$ 1.76
-----
-----
</TABLE>
- ------------
* Reflects dividend payable on December 12, 1996 to shareholders of record on
November 27, 1996.
For a recent closing sale price of the Common Stock, as reported on the New
York Stock Exchange, see the cover page hereof.
On November 19, 1996, the Company had 41,211 common shareholders of record.
15
<PAGE>
CAPITALIZATION
The following table sets forth the unaudited capitalization of the Company
as of September 30, 1996, and adjusted at that date to reflect: (a) the sale of
the 5,250,000 shares of Common Stock offered pursuant to the offering (assuming
the Underwriters' over-allotment option is not exercised), (b) the issuance of
$100 million Senior Notes completed on October 23, 1996 as discussed under
"Recent Developments", (c) the acquisition of a 25% interest in Oasis Pipeline
on November 1, 1996 as described under "Recent Developments" and (d) the
application of the net proceeds as described under "Use of Proceeds and
Financing Program."
<TABLE>
<CAPTION>
AS OF SEPTEMBER 30, 1996*
--------------------------------------
AS ADJUSTED
--------------------------
%
ACTUAL AMOUNT CAPITALIZATION
---------- --------- ---------------
(IN MILLIONS)
<S> <C> <C> <C>
First Mortgage Bonds...................................................... $ 20.6 $ 20.6
Pollution Control Bonds................................................... 12.3 12.3
Senior Notes.............................................................. 912.5 1,012.5
Convertible Subordinated Debentures....................................... 7.5 7.5
Secured Debentures........................................................ 68.7 68.7
Other Obligations (1)..................................................... 351.3 351.3
---------- ---------
Total Long-Term Debt.................................................... $ 1,372.9 $ 1,472.9 54%
---------- ---------
Preference Stock, without par value, authorized 10,000,000 shares,
outstanding:.............................................................
Not mandatorily redeemable, 1,000,000 shares $2.05 Series............... 25.0 25.0 1%
---------- ---------
Preferred Stock of Subsidiary............................................. .4 .4 --
---------- ---------
Company-Obligated Mandatorily Redeemable, Preferred Securities of a
Partnership.............................................................. 100.0 100.0 4%
---------- ---------
Common Shareholders' Equity
Common Stock, par value $1 per share, authorized 100,000,000 shares,
outstanding 47,047,376 and 52,297,376 shares........................... 47.0 52.3
Class A Common Stock, par value $1 per share, authorized 20,000,000
shares, none outstanding............................................... -- --
Premium on Capital Stock................................................ 830.9 965.9
Retained Earnings....................................................... 120.8 120.8
Treasury Stock, at cost................................................. (11.0) (11.0)
Translation Adjustment.................................................. (4.0) (4.0)
---------- ---------
Total Common Shareholders' Equity..................................... 983.7 1,124.0 41%
---------- --------- -----
Total Capitalization................................................ $ 2,482.0 $ 2,722.3 100%
---------- --------- -----
---------- --------- -----
Short-Term Debt, Including Current Maturities............................. $ 356.0 $ 199.7
---------- ---------
---------- ---------
</TABLE>
- ------------
* Unaudited
(1) Includes $237.3 million of obligations denominated in Australian dollars and
$73.4 million of obligations denominated in New Zealand dollars.
16
<PAGE>
SELECTED FINANCIAL INFORMATION
(DOLLARS IN MILLIONS EXCEPT PER SHARE AMOUNTS)
The following selected financial data of UtiliCorp should be read in
conjunction with the financial statements and notes thereto incorporated by
reference into this Prospectus and in conjunction with the "Recent Developments"
section.
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-----------------------------------------------------
1995 1994 1993 1992 1991
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Sales (1)............................................. $ 2,798.5 $ 2,398.1 $ 2,746.1 $ 2,339.0 $ 1,726.2
Income from Operations (2)(3)......................... 225.1 228.0 144.0 165.4 192.7
Net Income (4)........................................ 79.8 94.4 86.4 52.9 77.6
Earnings Available for Common Shares.................. 77.7 91.4 79.5 46.0 69.8
Primary Earnings Per Common Share..................... 1.72 2.08 1.95 1.32 2.37
Fully Diluted Earnings Per Common Share............... 1.71 2.06 1.92 1.31 2.27
Cash Dividends Per Common Share....................... 1.72 1.70 1.62 1.60 1.54
</TABLE>
<TABLE>
<CAPTION>
TWELVE MONTHS ENDED
SEPTEMBER 30, 1996*
------------------------
PRO FORMA (5) ACTUAL
------------- ---------
<S> <C> <C>
Sales................................................................................ $ 3,606.0 $ 3,606.0
Income from Operations (6)........................................................... 181.6 181.6
Net Income (7)....................................................................... 90.8 85.3
Earnings Available for Common Shares................................................. 88.7 83.2
Primary Earnings Per Common Share.................................................... 1.72 1.79
Fully Diluted Earnings Per Common Share.............................................. 1.71 1.79
Cash Dividends Per Common Share...................................................... 1.75 1.75
</TABLE>
<TABLE>
<CAPTION>
AS OF SEPTEMBER 30, 1996*
------------------------- AS OF DECEMBER 31
AS ADJUSTED -----------------------------------------------------
(8) ACTUAL 1995 1994 1993 1992 1991
-------------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Total Assets................. $ 4,045.8 $ 3,961.8 $ 3,885.9 $ 3,111.1 $ 2,850.5 $ 2,552.8 $ 2,387.3
Short-Term Debt (Including
Current Maturities)......... 199.7 356.0 303.7 321.2 71.8 236.8 114.5
Long-Term Debt............... 1,472.9 1,372.9 1,355.4 976.9 1,009.7 890.8 928.1
Preference and Preferred
Stock (9)................... 125.4 125.4 125.4 25.4 83.9 95.1 97.1
Common Shareholders'
Equity...................... 1,124.0 983.7 946.3 906.8 851.7 661.1 660.7
Book Value Per Common
Share....................... $ 21.49 $ 20.91 $ 20.59 $ 20.24 $ 20.27 $ 18.66 $ 19.18
</TABLE>
- ------------------------
* Unaudited
(1) In 1995, the Company changed its method of accounting for domestic natural
gas trading operations to the mark-to-market method. This change in
accounting increased sales and income from operations by $29.8 million, net
income by $18.3 million ($.40 per fully diluted share) and total assets by
$201.9 million. This change in accounting has been reflected from January 1,
1995. The effect on prior periods was not material.
(2) In 1993, Aquila recorded a $69.8 million pre-tax restructuring charge ($45.0
million after-tax) against earnings ($1.02 per fully diluted share) related
to a change in strategic direction.
(3) In 1995, the Company recorded a $34.6 million pre-tax charge ($19.6 million
after-tax, or $.43 per fully diluted share) related to impaired assets.
17
<PAGE>
(4) In 1993, Aquila sold 18% of AGP in an initial public offering resulting in a
non-taxable gain of $47.8 million ($1.08 per fully diluted share).
(5) The pro forma financial data give effect to: (a) the sale of 5,250,000
shares of Common Stock offered pursuant to the offering (assuming the
Underwriters' over-allotment option is not exercised) and (b) the
application of the net proceeds as described under "Use of Proceeds and
Financing Program" as though they had occurred at the beginning of the
period indicated. The pro forma income statement impact for the issuance of
$100 million of Senior Notes as described in the "Recent Developments" has
been excluded due to immateriality.
(6) In the third quarter of 1996, the Company expensed $11.0 million of deferred
merger costs. See "Recent Developments".
(7) In 1996, the Company recorded an $11.8 million after-tax gain ($.25 per
fully diluted share) primarily from the effects of a sales lease transaction
at a UtilCo partnership.
(8) The as adjusted financial data give effect to: (a) the sale of the 5,250,000
shares of Common Stock offered pursuant to the offering (assuming the
Underwriters' over-allotment option is not exercised); (b) the application
of the net proceeds as described under "Use of Proceeds and Financing
Program"; (c) the pro forma balance sheet impact for the issuance of $100
million of Senior Notes as described in the "Recent Developments"; and (d)
the acquisition of an additional 25% ownership interest in Oasis Pipeline
Company as described in "Recent Developments".
(9) Includes $100 million of Company-obligated mandatorily redeemable preferred
securities of a partnership, $25 million preference stock and approximately
$400,000 preferred stock of a Company subsidiary.
18
<PAGE>
DESCRIPTION OF COMMON STOCK
The following description of the terms of the Common Stock sets forth
general terms and provisions of the Company's Common Stock and does not purport
to be complete and is subject to and qualified in its entirety by reference to
the Certificate of Incorporation of the Company, as amended (the "Certificate of
Incorporation"), and the Company's Michigan Gas Utilities Indenture, dated as of
July 1, 1951, as amended and supplemented (the "MGU Indenture"), securing the
first mortgage bonds issued by Michigan Gas Utilities Company under the MGU
Indenture and assumed by the Company in connection with its acquisition of
Michigan Gas Utilities Company.
The total number of shares of capital stock which the Company has authority
to issue is 130,000,000 shares, consisting of 100,000,000 shares of Common
Stock, par value $1 per share, 10,000,000 shares of Preference Stock, without
par value, and 20,000,000 shares of Class A Common Stock, par value $1 per share
(the "Class A Common Stock").
DIVIDEND RIGHTS AND LIMITATIONS
Subject to the limitations referred to below and to the preferential
dividend rights of the Company's Preference Stock, dividends may be declared on
the Common Stock out of funds legally available therefor.
Cash dividends on and acquisition of the Company's capital stock are
restricted by provisions of the Company's MGU Indenture, and by the Preference
Stock provisions of the Certificate of Incorporation. Under the most restrictive
of these provisions, contained in the MGU Indenture, the Company may not declare
or pay any dividend (other than a dividend payable in shares of its capital
stock), whether in cash, stock or otherwise, or make any other distribution, on
or with respect to any class of its capital stock, or purchase or otherwise
acquire any shares of any class of its capital stock if, after giving effect
thereto, the sum of (i) the aggregate amount of all dividends declared and all
other distributions made (other than dividends declared or distributions made in
shares of its capital stock) on shares of its capital stock, of any class,
subsequent to December 31, 1984, plus (ii) the excess, if any, of the amount
applied to or set apart for the purchase or other acquisition of any shares of
its capital stock, of any class, subsequent to December 31, 1984, over such
amounts as shall have been received by the Company as the net cash proceeds of
sales of shares of its capital stock, of any class, subsequent to December 31,
1984, would exceed the sum of the net income of the Company since January 1,
1985, plus $50 million. In addition, the Company may not declare such dividends
unless it maintains a tangible net worth of at least $250 million and the
aggregate principal amount of its outstanding indebtedness does not exceed 70%
of its capitalization. None of the Company's retained earnings was restricted as
to payment of cash dividends on its capital stock as of September 30, 1996.
VOTING RIGHTS
The holders of Common Stock are entitled to one vote for each share held of
record, and are entitled under the Certificate of Incorporation to cumulative
voting in the election of directors. The Board of Directors is divided into
three classes and each year one class is elected to serve a three-year term.
Such classification increases the number of votes necessary under cumulative
voting to elect a director.
If dividends on the Preference Stock (which are cumulative) are in default
in an amount equal to one and one-half times an annual dividend or more, holders
of the Preference Stock, voting separately as a class, are entitled to elect two
directors until all dividend arrearages have been paid.
The consent of the holders of either a majority or two-thirds of the
outstanding shares of Preference Stock (depending on the matter) is required to
effect such matters as the creation or authorization of any stock ranking prior
thereto or on a parity therewith, the creation of authorization of any
securities convertible into shares of stock ranking prior thereto or on a parity
therewith, or any increase in the total authorized amount of Preference Stock or
of any class of stock ranking prior thereto or on a parity therewith.
CHANGE IN CONTROL AND BUSINESS TRANSACTION PROVISIONS
The Certificate of Incorporation (i) provides for the classification of
directors, with three-year staggered terms, and a requirement of an affirmative
vote of 80% of the outstanding shares of Common Stock to
19
<PAGE>
remove the entire Board of Directors; (ii) requires an affirmative vote of 80%
of the outstanding shares of Common Stock (or the approval of two-thirds of the
directors) to change the provisions of the Bylaws relating to the classified
Board of Directors; and (iii) requires the affirmative vote of 80% of the
outstanding shares of Common Stock to approve certain Business Transactions (as
defined therein) with a Related Person (defined below), unless approved by a
majority vote of the Continuing Directors (as defined therein) or unless a
certain minimum price requirement is met. Such provisions may have significant
effects on the ability of stockholders of the Company to change the composition
of an incumbent Board of Directors or to benefit from certain transactions which
are opposed by an incumbent Board of Directors.
The term "Related Person" is defined in the Certificate of Incorporation to
include a security holder who owns 20% or more of the outstanding shares of the
Common Stock. The above provisions dealing with Business Transactions involving
the Company and a Related Person may discriminate against a security holder who
becomes a Related Person by reason of ownership of such amount of Common Stock.
CLASS A COMMON STOCK
The Board of Directors, without further action by the stockholders, may
issue Class A Common Stock from time to time, in one or more series, and by
resolution may fix the voting powers (full or limited, or no voting powers) and
such designations, preferences and relative, participating, optional or other
special rights, and qualifications, limitations or restrictions of the Class A
Common Stock of each such series, including (a) the distinctive designation of
each series and the number of shares that will constitute each series, (b) the
dividend rate, or manner of determination of the dividend, for such series, (c)
the price at which, and the terms and conditions upon which, the shares of such
series may be made redeemable, (d) the purchase or sinking fund provisions, if
any, for the purchase or redemption of shares of such series, (e) the
preferential amount payable upon each share of such series in the event of the
liquidation, dissolution or winding up of the Company, (f) the voting rights, if
any, of shares of such series, (g) the terms and conditions, if any, upon which
shares of such series may be converted into shares of other classes or series of
shares of the Company or other securities, (h) the relative rights of priority
of each series of Class A Common Stock as to dividends and assets, and (i) any
other special rights, or powers, preferences and privileges, and qualification
or limitation thereof.
The Board of Directors may issue a series with rights more or less favorable
with respect to dividends, liquidation and voting than those held by the holders
of the Common Stock. The Class A Common Stock may also be used as an
anti-takeover device by the Company since the Class A Common Stock may be issued
with "super voting" rights and placed in the control of parties friendly to the
current management, thus prolonging management's control of the Company. The New
York Stock Exchange has in effect a rule which restricts the ability of the
Company to issue Class A Common Stock with such super voting rights. There are
no shares of Class A Common Stock issued or outstanding on the date hereof and
the Company has no present intention of issuing such shares.
SHAREHOLDER RIGHTS PLAN
The Company has adopted, subject to obtaining certain regulatory approvals,
a Shareholder Rights Plan pursuant to which holders of Common Stock outstanding
on December 31, 1996 or issued thereafter have been granted one preference share
purchase right (a "Right") attributable to each share of Common Stock. The
following description of the Rights is not intended to be complete and is
qualified in its entirety by reference to the form of Rights Agreement (the
"Rights Agreement") between the Company and First Chicago Trust Company of New
York incorporated by reference in this Prospectus. Certain of the capitalized
terms used in the following description have the meanings set forth in the
Rights Agreement.
Each Right, when it becomes exercisable as described below, will entitle the
registered holder to purchase one one-thousandth (1/1000th) of a share of Series
A Participating Cumulative Preference Stock of the Company, no par value (the
"Preference Stock"), at a purchase price of $115, subject to certain adjustments
and other specified conditions. Initially, the Rights will be evidenced by the
certificates of Common Stock of the Company, registered in the names of the
holders thereof and will be transferred with and only with the Common Stock.
20
<PAGE>
The Rights become exercisable upon the occurrence of a Distribution Date,
which is defined in the Rights Agreement as the earlier of (i) the tenth
business day (or such later date as the Board of Directors of the Company may
from time to time fix by resolution) after the date on which any Person
commences a tender or exchange offer which, if consummated, would result in such
Person's acquiring beneficial ownership of more than 15% of the outstanding
Common Stock (such Person being called an "Acquiring Person"), and (ii) the
tenth business day after the first date of public announcement by the Company
that a Person has become an Acquiring Person (the "Flip-in Date") or such other
date as the Board of Directors of the Company may from time to time fix by
resolution adopted prior to the Flip-in Date. The definition of "Acquiring
Person" excludes certain persons, including certain persons which inadvertently
acquire beneficial ownership of more than 15% of the outstanding Common Stock
provided that such Person promptly agrees to divest and does promptly divest
sufficient shares of Common Stock to reduce such Person's percentage of
beneficial ownership below 15%.
In the event that a Flip-in Date occurs, each Right (other than Rights
beneficially owned by the Acquiring Person or any Affiliate or Associate
thereof, which Rights shall become void) shall constitute the right to purchase
from the Company that number of shares of Common Stock of the Company having an
aggregate Market Price (as defined in the Rights Agreement), on the date of the
public announcement of an Acquiring Person's becoming such that gave rise to the
Flip-in Date, equal to twice the Purchase Price for an amount in cash equal to
the then current Purchase Price. In addition, the Board of Directors of the
Company may, at its option, at any time after a Flip-in Date and prior to the
time an Acquiring Person becomes the Beneficial Owner of more than 50% of the
outstanding shares of Common Stock, elect to exchange all (but not less than
all) the then outstanding Rights (other than Rights beneficially owned by the
Acquiring Person or any Affiliate or Associate thereof, which Rights have become
void) for shares of Common Stock at an exchange ratio of one share of Common
Stock per Right, appropriately adjusted to reflect any stock split, stock
dividend or similar transaction occurring after the Distribution Date (the
"Exchange Ratio"). Immediately upon such action by the Board of Directors (the
"Exchange Time"), the right to exercise the Rights will terminate and each Right
(other than Rights beneficially owned by the Acquiring Person or any Affiliate
or Associate thereof, which Rights have become void) will thereafter represent
only the right to receive a number of shares of Common Stock equal to the
Exchange Ratio.
Whenever the Company shall become obligated under the preceding paragraph to
issue shares of Common Stock upon exercise of or in exchange for Rights, the
Company, at its option, may substitute therefor shares of Preference Stock, at a
ratio of one one-thousandth of a share of Preference Stock for each share of
Common Stock so issuable.
In the event that the Company is acquired in a merger or other similar
business combination entered into while the Acquiring Person is in control of
the Board of Directors of the Company or 50% or more of the Company's assets or
assets representing 50% or more of the Company's operating income or cash flow
are transferred to an Acquiring Person or affiliate thereof, the Company shall
take such action as necessary to ensure that the Rights will "flip-over" and
entitle each holder of a Right to purchase capital stock of the acquiring
corporation having a market value equal to twice the purchase price of the
Preference Stock otherwise purchaseable pursuant to a Right.
At any time prior to the earlier of a Flip-in Date and the tenth anniversary
of the Rights Agreement, the Board of Directors of the Company may redeem the
Rights in whole, but not in part, at a price of $0.01 per Right. Under certain
circumstances the Rights Plan may be amended from time to time by the Board of
Directors of the Company without approval of the Company's shareholders.
After the first date of public announcement by the Company that there is an
Acquiring Person and prior to the time that an Acquiring Person becomes the
beneficial owner of more than 50% of the outstanding shares of Common Stock, the
Board of Directors of the Company may elect to exchange each Right (other than
Rights owned by the Acquiring Person) for shares of Common Stock of the Company
at an exchange ratio of one share of Common Stock per Right.
The Rights have certain anti-takeover effects. The Rights may cause
substantial dilution to a person or group that attempts to acquire the Company
without Board approval. The Rights will not interfere with any
21
<PAGE>
merger or other business combination with a third party approved by the Board of
Directors of the Company since the Board of Directors may, at its option, at any
time prior to a Flip-in Date, redeem all but not less than all of the then
outstanding Rights as described above.
MISCELLANEOUS
The outstanding Common Stock of the Company is, and the Common Stock offered
pursuant to the offering when issued and paid for will be, fully paid and
non-assessable. Holders of Common Stock do not have any preemptive rights. On
liquidation, after payment of the liquidation preferences of the Preference
Stock, the holders of the Common Stock will be entitled to receive all amounts
remaining for distribution to stockholders.
The Co-Transfer Agents for the Common Stock are First Chicago Trust Company
of New York, New York, New York, UMB Bank, N.A., Kansas City, Missouri and The
R-M Trust Company, Toronto, Ontario, Canada. The Registrar for the Common Stock
is First Chicago Trust Company of New York, New York, New York.
The outstanding shares of the Common Stock are, and the shares of Common
Stock offered pursuant to the offering will be, listed on the New York, Pacific
and Toronto Stock Exchanges.
22
<PAGE>
UNDERWRITING
Under the terms and conditions of the Underwriting Agreement, the
underwriters (the "Underwriters") named below, for whom Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Dean Witter Reynolds Inc., Goldman, Sachs & Co.,
J.P. Morgan Securities Inc., and PaineWebber Incorporated are acting as
representatives (the "Representatives"), have severally agreed to purchase and
the Company has agreed to sell to each Underwriter, shares of Common Stock which
equal the number of shares set forth opposite the name of such Underwriter
below:
<TABLE>
<CAPTION>
NAME NUMBER OF SHARES
- ------------------------------------------------------------------------------------- -----------------
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated............................................................... 620,000
Dean Witter Reynolds Inc............................................................. 620,000
Goldman, Sachs & Co.................................................................. 620,000
J.P. Morgan Securities Inc........................................................... 620,000
PaineWebber Incorporated............................................................. 620,000
Bear, Stearns & Co. Inc.............................................................. 100,000
Donaldson, Lufkin & Jenrette Securities Corporation.................................. 100,000
A.G. Edwards & Sons, Inc............................................................. 100,000
Morgan Stanley & Co. Incorporated.................................................... 100,000
Oppenheimer & Co., Inc............................................................... 100,000
Prudential Securities Incorporated................................................... 100,000
Smith Barney Inc..................................................................... 100,000
Advest, Inc.......................................................................... 50,000
Arneson, Kercheville, Ehrenberg & Associates, Inc.................................... 50,000
Robert W. Baird & Co. Incorporated................................................... 50,000
George K. Baum & Company............................................................. 50,000
J.C. Bradford & Co................................................................... 50,000
Dain Bosworth Incorporated........................................................... 50,000
Dominick & Dominick, Incorporated.................................................... 50,000
EVEREN Securities, Inc............................................................... 50,000
Fahnestock & Co. Inc................................................................. 50,000
First of Michigan Corporation........................................................ 50,000
Hanifen, Imhoff Inc.................................................................. 50,000
Huntleigh Securities Corporation..................................................... 50,000
Hudson Knight Securities, Inc........................................................ 50,000
Janney Montgomery Scott Inc.......................................................... 50,000
Edward D. Jones & Co., L.P........................................................... 50,000
Kirkpatrick, Pettis, Smith, Polian Inc............................................... 50,000
Ladenburg, Thalmann & Co. Inc........................................................ 50,000
Legg Mason Wood Walker, Incorporated................................................. 50,000
McDonald & Company Securities, Inc................................................... 50,000
Nesbitt Burns Securities Inc......................................................... 50,000
The Ohio Company..................................................................... 50,000
Petrie Parkman & Co., Inc............................................................ 50,000
Piper Jaffray Inc.................................................................... 50,000
Principal Financial Securities, Inc.................................................. 50,000
The Robinson-Humphrey Company, Inc................................................... 50,000
Roney & Co., LLC..................................................................... 50,000
Smith, Moore & Co.................................................................... 50,000
Stifel, Nicolaus & Company, Incorporated............................................. 50,000
Wheat, First Securities, Inc......................................................... 50,000
-----------------
Total...................................................................... 5,250,000
-----------------
-----------------
</TABLE>
23
<PAGE>
The Company has been advised by the Representatives that the Underwriters
propose to offer part of the shares to the public at the public offering price
set forth on the cover page hereof and part to certain dealers at a price which
represents a concession not in excess of $.50 per share below the public
offering price. The Underwriters may allow, and such dealers may reallow, a
concession not in excess of $.10 per share to certain other underwriters or to
certain other brokers or dealers. The nature of the Underwriters' obligations is
such that they are committed to take and pay for all of the shares of Common
Stock offered hereby if any are taken, provided that, under circumstances
involving a default of any of the Underwriters, less than all of the Common
Stock offered hereby may be purchased.
The Company has granted an option to the Underwriters, exercisable within 30
days after the date of the Underwriting Agreement to purchase up to a maximum of
750,000 additional shares of Common Stock at the same price per share that the
Company will receive for shares being purchased by the Underwriters. The
Underwriters may purchase such shares only to cover over-allotments made in
connection with the sale of the 5,250,000 shares shown in the foregoing table.
If the Underwriters purchase any of the additional shares of Common Stock which
are subject to the over-allotment option, each of the Underwriters will be
committed, subject to certain conditions, to purchase approximately the same
percentage thereof which the number of shares to be purchased by it as shown in
the foregoing table bears to 5,250,000.
The Company and the Underwriters have agreed to indemnify each other against
certain liabilities, including liabilities under the Securities Act of 1933, as
amended.
The Company has agreed that, for a period of 120 days after the date of this
Prospectus, it will not, without the prior written consent of the
Representatives, offer for sale, sell or otherwise dispose of any shares of
Common Stock, or sell or grant options, rights or warrants with respect to any
shares of Common Stock or other securities convertible into shares of Common
Stock (other than shares of Common Stock and options issuable pursuant to
Company employee and director plans and Company dividend and interest
reinvestment and stock purchase plans).
Certain of the Underwriters and their affiliates have, from time to time,
provided and may in the future provide commercial and investment banking
services to the Company and its affiliates.
LEGAL OPINIONS
The legality of the shares offered pursuant to the offering will be passed
upon for the Company by Blackwell Sanders Matheny Weary & Lombardi L.C., Two
Pershing Square, 2300 Main Street, Kansas City, Missouri 64108, and for the
Underwriters by Milbank, Tweed, Hadley & McCloy, 1 Chase Manhattan Plaza, New
York, New York 10005. Milbank, Tweed, Hadley & McCloy from time to time provides
legal services to the Company.
EXPERTS
The consolidated financial statements and schedules included in the
Company's Annual Report on Form 10-K for the years ended December 31, 1995, 1994
and 1993, which are incorporated by reference in this Prospectus, have been
audited by Arthur Andersen LLP, independent public accountants, as indicated in
their reports with respect thereto, and are incorporated herein in reliance upon
the authority of said firm as experts in giving said reports.
The financial statements of United Energy included in the Company's Form
8-K/A, dated April 1, 1996, for the period 11 May 1994 to 30 June 1995, which
are incorporated by reference in this Prospectus, have been audited by Arthur
Andersen, independent public accountants, as indicated in their report with
respect thereto, and are incorporated herein in reliance upon the authority of
said firm as experts in giving said reports.
24
<PAGE>
[LOGO]
<PAGE>
- -------------------------------------------
-------------------------------------------
- -------------------------------------------
-------------------------------------------
NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS,
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY SECURITY OTHER THAN THE SHARES OF COMMON STOCK OFFERED HEREBY, NOR DOES
IT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE
SECURITIES OFFERED HEREBY TO ANY PERSON IN ANY JURISDICTION IN WHICH IT IS
UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION TO SUCH PERSON. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY
CIRCUMSTANCES CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF.
-------------------
TABLE OF CONTENTS
PROSPECTUS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Available Information.......................... 2
Incorporation of Certain Documents by
Reference..................................... 2
Prospectus Summary............................. 3
The Company.................................... 6
Recent Developments............................ 12
Use of Proceeds and Financing Program.......... 13
Common Stock Dividends and Price Range......... 14
Capitalization................................. 16
Selected Financial Information................. 17
Description of Common Stock.................... 19
Underwriting................................... 23
Legal Opinions................................. 24
Experts........................................ 24
</TABLE>
5,250,000 SHARES
[LOGO]
[UtiliCorp Logo]
COMMON STOCK
"$1.00 PAR VALUE"
--------------
PROSPECTUS
-------------
MERRILL LYNCH & CO.
DEAN WITTER REYNOLDS INC.
GOLDMAN, SACHS & CO.
J.P. MORGAN & CO.
PAINEWEBBER INCORPORATED
NOVEMBER 20, 1996
- -------------------------------------------
-------------------------------------------
- -------------------------------------------
-------------------------------------------
