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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 23, 1997
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
UTILICORP UNITED INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 44-0541877
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
20 West Ninth, Kansas City, Missouri 64105
(816) 421-6600
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
UTILICORP UNITED INC. RETIREMENT INVESTMENT PLAN
(Full Title of the Plan)
RICHARD C. GREEN, JR.
UTILICORP UNITED INC.
20 West Ninth, Kansas City, Missouri 64105
(816) 421-6600
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
DENNIS P. WILBERT, ESQ.
Blackwell Sanders Matheny
Weary & Lombardi LLP
Two Pershing Square
2300 Main Street
Kansas City, Missouri 64108
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------
Proposed
Maximum Maximum Proposed
Title of Amount Offering Aggregate Amount of
Securities to be to be Price Offering Registration
Registered Registered Per Share Price Fee
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $1 per share....... 2,500,000 shares(1) $27.125(1) $67,812,500(1) $20,550(1)
_____________________
Participations
in the Plan............. (2)
- -------------------------------------------------------------------------------------------------
Preference Stock
Purchase Rights......... (3) None(3) None(3) None(3)
- -------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 457(h)(1) under the Securities Act of 1933, the aggregate
offering price and the amount of the registration fee is computed based on the
average of the high and low prices of the Registrant's Common Stock on the New
York Stock Exchange on June 19, 1997, and assuming that 2,500,000 shares is the
maximum number of the Registrant's securities issuable under the Plan that are
covered by the Registration Statement.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
(3) Prior to the occurrence of certain events, the Preference Stock Purchase
Rights will not be evidenced separately from the Common Stock.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Commission by UtiliCorp United Inc.
(the "Registrant") (File No. 1-3562) are incorporated in this Registration
Statement on Form S-8 (the "Registration Statement") by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31,
1996;
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997;
(c) The description of the Registrant's Common Stock set forth in the Form
8-B Registration Statement as filed with the Commission on May 5, 1987
and the description of the Registrants preference stock purchase
rights set forth in Registration Statement No. 333-14869.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereunder have been sold or which
deregisters all of the securities offered then remaining unsold, shall be
deemed to be incorporated herein by reference and to be a part hereof from
the date of filing of 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 Registration Statement, 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 modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law confers broad powers
upon corporations incorporated in that State with respect to indemnification of
any person against liabilities incurred by reason of the fact that such person
is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer, employee
or agent of another corporation or other business entity. The provisions of
Section 145 are not exclusive of any other rights to which those seeking
indemnification may be entitled under any bylaw, agreement or otherwise.
The Certificate of Incorporation of the Registrant contains a provision
that eliminates the personal liability of the Registrant's directors to the
Registrant or its stockholders for monetary damages for breach of fiduciary duty
to the fullest extent permitted by the Delaware General Corporation Law.
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There is in effect for the Registrant a dual phase insurance policy
providing directors and officers with indemnification, subject to certain
exclusions and to the extent not otherwise indemnified by the Registrant,
against loss (including expenses incurred in the defense of actions, suits or
proceedings in connection therewith) arising from any negligent act, error,
omission or breach of duty while acting in their capacity as directors and
officers of the Registrant. The policy also reimburses the Registrant for
liability incurred in the indemnification of its directors and officers.
There is also in effect a Bylaw provision entitling officers and directors
to be indemnified by the Registrant against costs or expenses, attorneys' fees,
judgments, fines and amounts paid in settlement that are actually and reasonably
incurred in connection with any action, suit or proceeding, including actions
brought by or in the right of the Registrant, to which such persons are made or
threatened to be made a party, by reason of their being a director or officer.
Such right, however, may be made only as authorized by (i) a majority vote of a
quorum of disinterested directors, or (ii) if such quorum is not obtainable or,
if obtainable, a majority thereof so directs, by independent legal counsel, or
(iii) by the stockholders of the Registrant, upon a determination that the
person seeking indemnification acted in good faith and in the manner that he or
she reasonably believed to be in or not opposed to the Registrant's best
interest, or, if the action is criminal in nature, upon a determination that the
person seeking indemnification had no reasonable cause to believe that such
person's conduct was unlawful. This provision also requires the Registrant,
upon authorization by the Board of Directors, to advance costs and expenses,
including attorneys' fees, reasonably incurred in defending such actions;
provided, that any person seeking such an advance first provide the Registrant
with an undertaking to repay any amount as to which it may be determined such
person is not entitled.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
*4(a)(1) Certificate of Incorporation of the Registrant (Exhibit 4(a)(1)
to the Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1991.)
*4(a)(2) Certificate of Amendment to Certificate of Incorporation of
the Registrant. (Exhibit 4(a)(1) to Registration Statement
No. 33-16990, filed September 3, 1987.)
*4(a)(3) Certificate of Amendment to Certificate of Incorporation of
the Registrant. (Exhibit 4(a)(5) to Registration Statement
No. 33-50260, filed July 31, 1992.)
*4(a)(4) Certificate of Designation of the Preference Stock
(Cumulative), $2.05 Series. (Exhibit 3(a)(4) to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1991.)
*4(a)(5) Stockholder Rights Agreement dated as of December 31, 1996 by and
between the Registrant and First Chicago Trust Company of New
York, as Rights Agent, together with the form of Rights
Certificate and Election to Exercise and the Designation of
Preferred Stock included as Exhibits A and B, respectively to the
Rights Agreement. (Exhibits 1, 2 and 3 to the Registrant's
Registration Statement on Form 8-A filed March 4, 1997.)
*4(b) Bylaws of the Registrant, as amended. (Exhibit 3 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1995.)
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*4(c) Twentieth Supplemental Indenture, dated as of May 26, 1989,
Supplement to Indenture of Mortgage and Deed of Trust, dated
July 1, 1951. (Exhibit 4(d) to Registration Statement No.
33-45382, filed January 30, 1992.)
*4(d)(1) Indenture, dated as of November 1, 1990, between the
Registrant and The First National Bank of Chicago, Trustee.
(Exhibit 4(a) to the Registrant's Current Report on Form 8-
K, dated November 30, 1990.)
*4(d)(2) First Supplemental Indenture, dated as of November 27, 1990
(Exhibit 4(b) to the Registrant's Current Report on Form 8-
K, dated November 30, 1990.)
*4(d)(3) Second Supplemental Indenture, dated as of November 15,
1991. (Exhibit 4(a) to the Registrant's Current Report on
Form 8-K, dated December 19 , 1991.)
*4(d)(4) Third Supplemental Indenture, dated as of January 15, 1992.
(Exhibit 4(c)(4) to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1991.)
*4(d)(5) Fourth Supplemental Indenture, dated as of February 24,
1993. (Exhibit 4(c)(5) to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1992.)
*4(d)(6) Fifth Supplemental Indenture, dated as of April 1, 1993.
(Exhibit 4(c)(6) to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1993.)
*4(d)(7) Sixth Supplemental Indenture, dated as of November 1, 1994.
(Exhibit 4(d)(7) to Registration Statement No. 33-57167,
filed January 4, 1995.)
*4(d)(8) Seventh Supplemental Indenture, dated as of June 1, 1995.
(Exhibit 4 to the Registrant's Quarterly Report on Form 10-Q
for the period ended June 30, 1995.)
*4(d)(9) Eighth Supplemental Indenture, dated as of October 1, 1996.
(Exhibit 4(d)(9) to Registration Statement No. 333-14869
filed October 25, 1996.)
*4(e)(1) Indenture dated as of June 1, 1995, Junior Subordinated
Debentures.(Exhibit 4(d)(1) to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1995.)
*4(e)(2) First Supplemental Indenture, dated as of June 1, 1995. (Exhibit
4(d)(2) to the Registrant's Annual Report of From 10-K for the
year ended December 31, 1995.)
Long-term instruments of the Registrant in amounts not
exceeding 10 percent of the total assets of the Registrant
and its subsidiaries on a consolidated basis will be
furnished to the Commission upon request.
5 Opinion of Blackwell Sanders Matheny Weary & Lombardi LLP.
23(a) Consent of Arthur Andersen LLP.
23(b) Consent of Blackwell Sanders Matheny Weary & Lombardi LLP
(included in opinion filed as Exhibit 5).
II-3
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24 Powers of Attorney executed by certain officers and members
of the Board of Directors of the Registrant.
- -------------
* Exhibits marked with an asterisk are incorporated by reference as indicated
pursuant to Rule 411(c).
ITEM 9. UNDERTAKING
RULE 415 OFFERING.
The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
provided, however, that paragraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination
of the offering.
INCORPORATION OF SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE.
The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
FORM S-8 REGISTRATION STATEMENT.
II-4
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Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Kansas City, State of Missouri, on the 23rd day
of June, 1997.
UTILICORP UNITED INC.
By: /s/ Dale J. Wolf
-----------------------------------
Dale J. Wolf
Vice President-Finance, Treasurer
and Corporate Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 23rd day of June, 1997.
Signature Title
--------- -----
Richard C. Green. Jr.* Chairman of the Board and Chief Executive
- ----------------------- Officer (Principal Executive Officer)
Richard C. Green Jr.
/s/ Dale J. Wolf Vice President Finance, Treasurer and Corporate
- ----------------------- Secretary (Principal Financial Officer)
Dale J. Wolf
/s/ James S. Brook Vice President, Accounting
- ----------------------- (Principal Financial Officer)
James S. Brook
Richard C. Green, Jr. )
John R. Baker )
Robert K. Green )
Irvine O. Hockaday, Jr. ) A majority of the Board of Directors*
Stanley O. Ikenberry, Ph.D. )
Robert F. Jackson, Jr. )
L. Patton Kline )
Avis G. Tucker )
As attorney-in-fact for the above-named
*By: /s/ Dale J. Wolf officers and directors pursuant to powers
- ------------------------- of attorney duly executed by such persons
Dale J. Wolf
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SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Kansas City, State of
Missouri, on the 23rd day of June, 1997.
UTILICORP UNITED INC.
By: /s/ Dale J. Wolf
-------------------------------------------
Dale J. Wolf UtiliCorp United Inc. on
behalf of the Pension Committee of the
Board of Directors
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EXHIBIT 5
June 23, 1997
UtiliCorp United Inc.
20 West Ninth Street
Kansas City, Missouri 64105
Ladies and Gentlemen:
We refer to the Registration Statement of UtiliCorp United Inc. (the
"Company") on Form S-8, to be filed with the Securities and Exchange
Commission for the purpose of registering under the Securities Act of 1933,
as amended, 2,500,000 shares of the Company's Common Stock, par value $1.00
per share (the "Common Stock"), to be issued under the UtiliCorp United Inc.
Retirement Investment Plan (formerly known as the "Restated Savings Plan")
(the "Plan"). We are familiar with the proceedings to date with respect to
such proposed sale and have examined such records, documents and matters of
law and satisfied ourselves as to such matters of fact as we have considered
relevant for the purposes of this opinion.
Based upon the foregoing, it is our opinion that (i) the 2,500,000 shares
of Common Stock to be issued under the Plan have been duly authorized, and,
when purchased in accordance with the Plan, will be legally issued, fully
paid and non-assessable and (ii) the provisions of the Plan are in compliance
with the Employee Retirement Income Security Act of 1974, as amended.
We hereby consent to the filing of this opinion as an exhibit to said
Registration Statement. In giving such consent, we do not hereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933.
Very truly yours,
/s/ Blackwell Sanders Matheny Weary &
Lombardi LLP
<PAGE>
EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement (Form S-8) to register 2.5 million
shares of Common Stock of UtiliCorp United Inc. of our reports dated February
11, 1997, included in the Utilicorp United Inc.'s Annual Report on Form 10-K
for the year ended December 31, 1996, and to all references to our firm
included in this Registration Statement.
/s/ Arthur Andersen LLP
Kansas City, Missouri,
June 23, 1997
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
We, the undersigned Directors and Officers of UtiliCorp United Inc., do
hereby name, constitute and appoint Richard C. Green, Jr., Terry G. Westbrook or
Dale J. Wolf, our agent and attorney-in-fact, for each of us and in our
respective behalves as Directors and/or as Officers of UtiliCorp United Inc., to
sign and execute a Registration Statement on Form S-8, and any amendments
thereto, relating to the registration with the Securities and Exchange
Commission of not more than 2,500,000 shares of Common Stock of UtiliCorp United
Inc. to be issued pursuant to its Restated Savings Plan.
Executed this 7th day of May, 1997.
RICHARD C. GREEN, JR. AVIS G. TUCKER
- ----------------------------------- -----------------------------------
Richard C. Green, Jr. Avis G. Tucker
IRVINE O. HOCKADAY, JR. ROBERT F. JACKSON, JR.
- ----------------------------------- -----------------------------------
Irvine O. Hockaday, Jr. Robert F. Jackson, Jr.
JOHN R. BAKER L. PATTON KLINE
- ----------------------------------- -----------------------------------
John R. Baker L. Patton Kline
STANLEY O. IKENBERRY
- ----------------------------------- -----------------------------------
Herman Cain Stanley O. Ikenberry
ROBERT K. GREEN
- ----------------------------------- -----------------------------------
Robert K. Green Dale J. Wolf
TERRY G. WESTBROOK
- -----------------------------------
Terry G. Westbrook
