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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report(Date of earliest event reported): May 22, 1996 (May 20, 1996)
UTILICORP UNITED INC.
(Exact name of registrant as specified in charter)
Delaware 1-3562 44-0541877
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
3000 Commerce Tower, 911 Main, Kansas City, Missouri 64105
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (816) 421-6600
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(Former name of former address, if changed since last report.) Not Applicable
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ITEM 5. OTHER EVENTS
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER
Kansas City Power and Light Company (KCPL) and UtiliCorp United Inc.
(UtiliCorp) have entered into an Amended and Restated Agreement and Plan of
Merger, dated as of May 20, 1996 (the Merger Agreement) which provides for a
strategic "merger-of-equals" (the Transaction). Under the revised terms of the
Merger Agreement, a wholly-owned subsidiary of KCPL would merge with and into
UtiliCorp. UtiliCorp then would merge with and into KCPL forming the combined
company. Shareholders of UtiliCorp would receive one share of KCPL common stock
for each share of UtiliCorp common stock. KCPL shareholders would continue to
hold their existing KCPL shares.
The Transaction requires an affirmative vote representing over 50% of
UtiliCorp's common stock. The Transaction also requires a majority of voting
KCPL shareholders to approve the issuance of additional common stock. Each
company is expected to hold a special shareholders' meeting within 90 days to
obtain the respective shareholders' approval.
The Merger Agreement and Transaction was unanimously approved by the Boards
of Directors of both companies. The terms of the Merger Agreement are
substantially the same as the previous merger agreement between the companies
and is subject to the same regulatory approval process.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBIT
NUMBER
99. Press Release, dated May 20, 1996, of UtiliCorp United Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
UtiliCorp United Inc.
By:/s/ Terry G. Westbrook
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Terry G. Westbrook
Chief Financial Officer
Date: May 22, 1996
By:/s/ James S. Brook
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James S. Brook
Vice President
Date: May 22, 1996
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Exhibit 99
[KCPL Logo] [UtiliCorp Logo]
FOR IMMEDIATE RELEASE
KCPL AND UTILICORP AMEND
TERMS OF MERGER AGREEMENT
MAY 22 VOTE ON PREVIOUS ACCORD CANCELLED
KANSAS CITY, Missouri, May 20, 1996 -- Kansas City Power & Light Company
(NYSE: KLT) and UtiliCorp United Inc. (NYSE: UCU) announced today that they have
entered into an Amended and Restated Agreement and Plan of Merger. Under the
revised terms of the merger, a new KCPL subsidiary would be created, and it
would be merged into UtiliCorp. UtiliCorp then would be merged with KCPL to
form the combined company. Shareholders of UtiliCorp would receive one share in
the merged company for each UtiliCorp share held. KCPL shareholders would
continue to hold their existing KCPL shares. Other substantive terms of the
merger will remain the same. Previously, KCPL shareholders would have received
one share of stock in a new company for each share held, while UtiliCorp
shareholders would have received 1.096 shares for each share held.
The transaction is anticipated to be tax-free for both UtiliCorp and KCPL
shareholders and will be accounted for as a pooling of interests. The revised
merger agreement was unanimously approved by the boards of directors of both
companies.
The merger of equals will create a diversified energy company with total
assets of approximately $6.4 billion and about 2.2 million customers in domestic
and international markets.
The boards of KCPL and UtiliCorp recommend that the initial annualized
dividend upon completion of the merger be set at $1.85 per share. This compares
to UtiliCorp's current dividend of $1.76 per share and KCPL's current dividend
of $1.56 per share. Each company will continue its current dividend policy
until completion of the merger.
Drue Jennings, Chairman and Chief Executive Officer of KCPL, said, "This
revised
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Amended Terms, Page 2
agreement preserves the significant benefits of the KCPL/UtiliCorp strategic
merger for shareholders of both companies. The merger combines the strengths of
both companies to form a diversified growth company, fully prepared to compete
effectively in the deregulated utility industry. The merger is a friendly
combination designed to distribute benefits equitably between shareholders and
customers. We are confident it will receive all required regulatory approvals."
"As we have stated since our first announcement, we believe that our merger
will create a truly unique company with a winning growth strategy for the
future," said Richard C. Green, Jr., Chairman and Chief Executive Officer of
UtiliCorp United. "Both KCPL and UtiliCorp want the opportunity to make that
happen. Business is about choices. And, in order to facilitate this merger, we
have chosen another tack to ensure the delivery of benefits and value to our key
constituents."
Upon completion of the transaction, the board of the combined company will
consist of 18 members: nine from KCPL and nine from UtiliCorp.
KCPL and UtiliCorp shareholders will vote on the proposed transaction at
separate special meetings expected to be held this summer. The amended Merger
Agreement requires an affirmative vote by owners of a majority of the
outstanding shares of UtiliCorp. The Agreement also calls for KCPL to issue new
shares to complete the merger which will require, under New York Stock Exchange
rules, approval by owners of a majority of the KCPL shares voting at a duly
called meeting.
The companies do not expect any interruption in the previously disclosed
regulatory approval process. The two companies plan in the near future to file
revised proxy soliciting materials pertaining to the amended merger with the
Securities and Exchange Commission.
As a result of the revised merger, both KCPL and UtiliCorp have cancelled
the shareholder votes on the original merger proposal which were scheduled to be
held at each company's annual meeting on May 22, 1996. Both annual meetings
will still be held on May 22, 1996 to conduct all non-merger-related items of
business on the agenda.
Kansas City Power & Light Company provides electric power to a growing and
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Amended Terms, Page 3
diversified service territory encompassing metropolitan Kansas City and parts of
eastern Kansas and western Missouri. KCPL is a low-cost producer and leader in
fuel procurement and plant technology. KLT Inc., a wholly-owned subsidiary of
KCPL, pursues opportunities in non-regulated, primarily energy-related ventures.
UtiliCorp United is an international electric and gas company with energy
customers and operations across the U.S. and in Canada, Great Britain, New
Zealand, Australia, and Jamaica. In 1995, it launched EnergyOne-SM-, the first
nationally branded line of products and services for electric and gas utility
customers. UtiliCorp has grown rapidly over the past decade through mergers and
acquisitions and by starting non-regulated energy-related businesses.
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MEDIA CONTACTS INVESTOR CONTACTS
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KCPL: Pam Levetzow -- 816-556-2926 David Myers -- 816-556-2312 Joele Frank/Rhonda Barnat
Phyllis Desbien -- 816-556-2903 Andrea Bielskar -- 816-556-2595 Abernathy MacGregor Scanlon
212-371-5999
UtiliCorp: Jerry Cosley -- 816-467-3677 Dale Wolf -- 816-467-3536 Michael Geczi
Sally McElwreath -- 816-467-3596 Ellen Fairchild -- 816-467-3506 Ogilvy Adams & Rinehart
Media Relations -- 816-467-3000 212-880-5200
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