<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON , 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
UTILICORP UNITED INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 44-0541877
(State or other jurisdiction (I.R.S. Employer
of Identification Number)
incorporation or
organization)
</TABLE>
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)
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, SUITE 1100
KANSAS CITY, MISSOURI 64108
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
--------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES BEING REGISTERED BE REGISTERED PER UNIT OFFERING PRICE REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, par value $1 per share.............. 5,000,000 shares $27.125(1) $135,625,000(1) $41,100
Preference Stock Purchase Rights.................. (2) None (2) None (2) None (2)
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee. The
fee is calculated upon the basis of the average of the high and low price
for shares of Common Stock of the Registrant reported on the New York Stock
Exchange composite tape on June 19, 1997.
(2) Prior to the occurrence of certain events, the Preference Stock Purchase
Rights will not be evidenced separately from the Common Stock.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(1),
MAY DETERMINE.
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<PAGE>
SUBJECT TO COMPLETION, DATED JUNE 20, 1997
RULE 424(B)(3)--FILE NO. 33-57167
PROSPECTUS
5,000,000 SHARES
------------------------
[LOGO]
COMMON STOCK
(PAR VALUE $1.00 PER SHARE)
------------------------
DIVIDEND REINVESTMENT AND COMMON STOCK PURCHASE PLAN
---------------------
The Dividend Reinvestment and Common Stock Purchase Plan (the "Plan") of
UtiliCorp United Inc. ("UtiliCorp" or the "Company") provides investors with an
attractive and convenient method of investing cash dividends and optional cash
deposits in additional shares of Common Stock, par value $1.00 (the "Common
Stock"), of UtiliCorp without payment of any brokerage commission or service
charge. The price to be paid for such additional shares will be 5% less than the
Market Price (as defined herein) for the reinvestment of cash dividends and the
Market Price for the investment of optional cash deposits. The discount from
Market Price for the investment of cash dividends is subject to change from time
to time at UtiliCorp's discretion.
Enrollment in the Plan is entirely voluntary and Service Users (as defined
herein) in the Plan may terminate their participation at any time. Current
stockholders who do not enroll in the Plan will continue to receive their cash
dividends, if and when declared, as usual. Participants in the Company's
previous Dividend Reinvestment and Stock Purchase Plan will automatically be
enrolled in the Plan. A broker, bank or other nominee may reinvest dividends and
make optional cash deposits on behalf of beneficial owners.
This Prospectus relates to 5,000,000 authorized shares of Common Stock
registered for purchase under the Plan. Service Users should retain this
Prospectus for future reference.
THE PLAN ACCOUNTS ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF
ANY SAVINGS BANK OR NON-BANK SUBSIDIARY OF UTILICORP AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, BANK INSURANCE FUND, SAVINGS ASSOCIATION
INSURANCE FUND OR ANY OTHER GOVERNMENTAL AGENCY.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
--------------------------
THE DATE OF THIS PROSPECTUS IS , 1997
<PAGE>
AVAILABLE INFORMATION
UtiliCorp is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at public reference
facilities of the Commission at Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549; and at the Commission's Regional Offices located at Room 1400,
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661; and 7 World Trade Center, Suite 1300, New York, New York 10048.
Copies of such material can be obtained by mail from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. In addition, reports, proxy statements and other information
concerning UtiliCorp may be inspected at the offices of the New York Stock
Exchange, 20 Broad Street, New York, New York 10005 and the Pacific Stock
Exchange, 115 Sansome Street, 2nd Floor, San Francisco, California 94104. 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 under the Exchange Act with the Commission are
incorporated herein by reference:
(a) UtiliCorp's Annual Report on Form 10-K for the year ended December 31,
1996;
(b) UtiliCorp's Quarterly Report on Form 10-Q for the quarter ended March
31, 1997; and
(c) The description of Common Stock contained in UtiliCorp's Registration
Statement on Form 8-B dated May 5, 1987 and the description of the
Registrant's preference stock purchase rights set forth in Registration
Statement No. 333-14869.
All documents filed by UtiliCorp pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering made hereby shall be deemed to be incorporated
by reference into this Prospectus and to be part hereof from the date of filing
such documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be modified or superseded, for
purposes of this Prospectus, to the extent that a statement contained herein or
in any other subsequently filed document which is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
Any person, including any beneficial owner, receiving a copy of this
Prospectus may obtain without charge, upon request, a copy of any of the
foregoing documents incorporated herein by reference other than exhibits to such
documents unless such exhibits are specifically incorporated by reference in
such documents. Written requests should be directed to UtiliCorp United Inc., 20
WestNinth, Kansas City, MO 64105, Attention: Shareholder Relations. Telephone
requests may be directed to 800-487-6661.
------------------------
2
<PAGE>
UTILICORP UNITED INC.
The Company is an international energy company, incorporated under the laws
of the State of Delaware, which consists of electric and natural gas utility
operations, natural gas gathering, marketing and processing, energy services and
independent power projects. The Company's activities are managed through two
primary businesses: UtiliCorp Energy Delivery consists primarily of domestic
transmission and distribution utility operations, and appliance repair and
service contracts; and UtiliCorp Energy Group consists of retail and wholesale
gas marketing, gas processing, gathering and pipelines, electricity marketing
and electric generation, both regulated and non-regulated. The Company also
provides various other energy related products and services through its business
units. The Company has various international interests consisting primarily of
equity investments in Australia and New Zealand, a wholly-owned Canadian
electric utility and gas marketing operations in the United Kingdom and Canada.
The Company has its principal executive offices at 20 WestNinth, Kansas City,
Missouri 64105, telephone number 800-487-6661.
The Company's Common Stock is listed on the New York, Pacific and Toronto
Stock Exchanges. The closing price of the Common Stock on , 1997, as
shown by THE WALL STREET JOURNAL, was $ .
USE OF PROCEEDS
The Company does not know either the number of shares that will ultimately
be purchased under the Plan or the prices at which such shares will be sold. The
Company will only receive proceeds from the sale of shares pursuant to the Plan
to the extent such shares are acquired directly from the Company. The Company
intends to apply such proceeds to its general funds for repayment of short-term
debt used for acquisitions, construction and/or for working capital and other
corporate purposes.
DESCRIPTION OF THE PLAN
THE PLAN
The following, in question and answer format, sets forth the provisions of
and constitutes the Dividend Reinvestment and Common Stock Purchase Plan of the
Company.
PURPOSE
1. WHAT IS THE PLAN'S PURPOSE?
The Plan provides eligible investors in Common Stock with a convenient
method of investing cash dividends at a discount from Market Price (as defined
in Question 14) and optional cash deposits in shares of Common Stock without
payment of any brokerage commission or service charge. See Question 20 for
information concerning limitations applicable to optional cash deposits and
certain of the factors considered by the Company in granting waivers from such
limitations. The Plan is intended for the benefit of investors in UtiliCorp and
not for individuals or investors who engage in transactions which may cause
aberrations in the pricing or trading volume of Common Stock.
The Company reserves the right to modify, suspend or terminate participation
in the Plan by otherwise eligible investors in order to eliminate practices
which are not consistent with the purposes of the Plan.
3
<PAGE>
OPTIONS TO SERVICE USERS
2. WHAT OPTIONS ARE AVAILABLE TO ENROLLED SERVICE USERS?
Eligible investors who wish to participate in the Plan (each a "Service
User") may elect to have cash dividends paid on all or a portion of their total
share position of Common Stock and the balance automatically reinvested in
additional shares of Common Stock. Cash dividends are paid on the Common Stock
when and as declared by the Company's Board of Directors. There is no minimum
limitation on the amount of dividends a Service User may reinvest under the
dividend reinvestment feature of the Plan.
Each month, Service Users may also elect to invest optional cash deposits in
additional shares of Common Stock at the Market Price (see Question 18), subject
to a minimum per month purchase of $50 and a maximum per month purchase of
$10,000, subject to waiver. See Question 20 for information concerning
limitations applicable to optional cash deposits and the availability of waivers
with respect to such limitations. Service Users may make optional cash deposits
even if dividends on their shares of Common Stock are not being reinvested.
ADVANTAGES AND DISADVANTAGES
3. WHAT ARE THE ADVANTAGES AND DISADVANTAGES OF THE PLAN?
Advantages:
(a) The Plan provides Service Users with the opportunity to reinvest
cash dividends paid on all or a portion of their shares of Common Stock in
additional shares of Common Stock at a 5% discount (subject to change) from
the Market Price. No commission or service charges are paid by the Service
Users in connection with any reinvestment of dividends made under the Plan.
(b) The Plan provides Service Users with the opportunity to make monthly
investments of optional cash deposits, subject to minimum and maximum
amounts, for the purchase of additional shares of Common Stock at the Market
Price. No brokerage commissions or service charges are paid by Service Users
in connection with any purchase of shares made under the Plan.
(c) Persons not presently owning shares of Common Stock may become
Service Users by making an initial cash investment of $250 or more to
purchase shares under the Plan.
(d) All cash dividends paid on Service Users' shares can be fully
invested in additional shares of Common Stock because the Plan permits
fractional shares to be credited to Plan accounts. Dividends on such
fractional shares, as well as on whole shares, can be paid in cash or can be
reinvested in additional shares which will be credited to Plan accounts.
(e) The Plan Administrator, at no charge to Service Users, provides for
the safekeeping of stock certificates for shares credited to each Plan
account. However, if a Service User wishes to receive a certificate, it may
be requested by writing the Plan Administrator (see Question 31) and a
certificate will be issued at no charge to the Service User.
(f) Quarterly statements will be sent, at no charge, reflecting all
current activity, including share purchases and latest Plan account balance,
simplifying Service Users' record keeping.
4
<PAGE>
Disadvantages:
(a) No interest will be paid by the Company or the Plan Administrator on
dividends or optional cash deposits held pending reinvestment or investment.
(See Question 13.) In addition, optional cash deposits in excess of $10,000
may be subject to return to the Service User without interest in the event
that the Service User did not obtain a waiver from the Company. (See
Question 20.)
(b) The actual number of shares to be issued to a Service User's Plan
account will not be determined until after the end of the relevant Pricing
Period (as defined herein). Therefore, during the Pricing Period, Service
Users will not know the actual number of shares they have purchased or the
purchase price for such shares.
(c) Once optional cash deposits have been received by the Plan
Administrator, these deposits will not be returned to Service Users unless a
written request is received by the Plan Administrator at least five business
days prior to the Investment Date (as defined herein). (See Questions 21 and
23.)
(d) The Market Price of shares purchased pursuant to the Plan may be
greater than the fair market value of such shares on the relevant Investment
Date.
(e) Discounts to the Market Price with respect to dividend reinvestments
may result in additional taxable income to the Service User, and commissions
paid by the Company for the purchase of shares on the open market to fund
the Plan will be taxable items for the Service Users. (See Question 39.)
(f) Service Users who resell shares of Common Stock through the Plan
Administrator (as opposed to withdrawing such shares and selling them
outside the Plan) will be charged transaction fees and brokerage commissions
on such resales. (See Question 24.)
ADMINISTRATION
4. WHO ADMINISTERS THE PLAN FOR SERVICE USERS?
The Company has retained First Chicago Trust Company of New York as an
independent agent to act as the Plan's administrator (the "Plan Administrator")
to administer the Plan, keep records, send statements of account to each Service
User and perform other duties related to the Plan. Shares purchased for each
Service User under the Plan will be held in safekeeping by or through the Plan
Administrator until such Service User terminates participation in the Plan or
until a written request is received from such Service User for issuance of a
stock certificate for all or a portion of its share position. (See Questions 26
and 31.) The Plan Administrator also acts as dividend disbursing agent, transfer
agent and registrar for the Common Stock.
The Company may adopt rules and regulations to facilitate administration of
the Plan and has the right to replace the Plan Administrator at any time. The
Plan Administrator is not an affiliate of the Company.
5
<PAGE>
PARTICIPATION
5. WHO IS ELIGIBLE TO PARTICIPATE?
Stockholders who are currently enrolled in the Plan may continue to use Plan
services. Otherwise, stockholders must return a properly executed Enrollment
Form to the Plan Administrator.
Beneficial Owners, stockholders whose shares are held in nominee name by
their bank or broker, must either (i) become Registered Owners, stockholders who
are registered on the books of the Corporation by having such shares transferred
into their own names, or (ii) make arrangements with their broker, bank or other
nominee to participate on their behalf. (See Question 6.)
Persons not presently holding Common Stock must complete an Enrollment Form
and make a minimum initial investment of $250.
Persons who reside in jurisdictions in which it is unlawful for UtiliCorp to
permit their participation are not eligible to participate in the Plan.
Regulations in certain countries may limit or prohibit participation in this
type of Plan. Therefore, persons residing outside the United States who wish to
participate in the Plan should first determine whether they are subject to any
governmental regulation prohibiting their participation.
6. HOW DOES A PERSON OR ENTITY ENROLL IN THE PLAN AND BECOME A SERVICE USER?
If a person or entity is not currently a holder of the Company's common
stock, they must complete an Enrollment Form and send it, along with a minimum
initial investment of $250, to the Plan Administrator at First Chicago Trust
Company, P. O. Box 2598, Jersey City NJ, 07303-2598.
Stockholders who are currently enrolled in the Plan will continue in the
Plan as a Service User. The accounts of such stockholders will not change.
Beneficial Owners must instruct their broker, bank or other nominee to
submit a completed Broker and Nominee Form (a "B&N Form") on their behalf in
order to participate in the Plan. (See Question 9.)
STOCKHOLDERS WHO ARE NOT CURRENTLY ENROLLED IN THE PLAN MUST RETURN A
PROPERLY EXECUTED ENROLLMENT FORM TO THE PLAN ADMINISTRATOR TO ENROLL IN THE
PLAN. IF SUCH A STOCKHOLDER RETURNS A PROPERLY EXECUTED ENROLLMENT FORM TO THE
PLAN ADMINISTRATOR WITHOUT ELECTING AN INVESTMENT OPTION, SUCH ENROLLMENT FORM
WILL BE DEEMED TO INDICATE THE INTENTION OF SUCH STOCKHOLDER TO APPLY ALL CASH
DIVIDENDS AND OPTIONAL CASH DEPOSITS TOWARD THE PURCHASE OF ADDITIONAL SHARES OF
COMMON STOCK. Investment option elections are explained in Question 7.
Written requests for Enrollment Forms and B&N Forms, and requests for the
return of previously delivered optional cash deposits (received by the Plan
Administrator at least five business days prior to the Investment Date) and
requests to terminate participation in the Plan or to withdraw Plan Shares (see
Question 31) should be directed to the Plan Administrator at:
UtiliCorp United Inc.
c/o First Chicago Trust Company of New York
P. O. Box 2598
Jersey City, NJ 07303-2598
6
<PAGE>
7. WHAT DOES THE ENROLLMENT FORM PROVIDE?
The Enrollment Form appoints the Plan Administrator as agent for the Service
User and directs the Company to pay to the Plan Administrator each Service
User's cash dividends on all or a specified number of shares of Common Stock
owned by the Service User on the applicable record date ("Plan Shares"). The
Enrollment Form directs the Plan Administrator to purchase on the Investment
Date additional shares of Common Stock with such dividends and any optional cash
deposits made by the Service User. Dividends will continue to be reinvested on
the number of Plan Shares specified in the Enrollment Form until the Service
User specifies otherwise, terminates participation or the Plan is terminated.
The Enrollment Form provides for the purchase of additional shares of Common
Stock through the following investment options:
(1) If "Full Dividend Reinvestment" is elected, the Plan Administrator will
apply all cash dividends on all shares of Common Stock then or
subsequently registered in the Service User's name, including all whole
and fractional Plan Shares and all cash dividends on all Plan Shares,
together with any optional cash deposits, toward the purchase of
additional shares of Common Stock.
(2) If "Partial Dividend Reinvestment" is elected, the Plan Administrator
will pay cash dividends on only the number of whole Shares designated by
the Service User on the Enrollment Form and all other dividends paid on
Plan Shares and certificate shares will be reinvested toward the purchase
of additional shares of Common Stock.
(3) If "Optional Cash Deposits Only" is elected, the Service User will
continue to receive cash dividends on shares of Common Stock registered
in that Service User's name in the usual manner, and the Plan
Administrator will apply only optional cash deposits received from the
Service User toward the purchase of additional shares of Common Stock.
Once purchased pursuant to the Plan, dividends on shares of Common Stock
purchased with optional cash deposits will also be paid to the Service
User.
Service Users may change their investment options at any time by requesting
a new Enrollment Form and returning it to the Plan Administrator at the address
set forth in Question 6. See Question 11 for the effective date for any change
in investment options.
8. WHO MAY USE THE ENROLLMENT FORM AND WHEN IS A B&N FORM USED?
The Enrollment Form is designed to be used by eligible stockholders whose
shares are registered in their names for the reinvestment of dividends and for
optional cash deposits and by investors wishing to join the Plan who are not
currently stockholders of the Company. Beneficial Owners must instruct their
broker, bank or other nominee to submit a B&N Form on their behalf in order to
participate in the Plan. (See Question 9.)
The Company reserves the right to modify, suspend or terminate participation
in the Plan by otherwise eligible investors in order to eliminate practices
which are not consistent with the purposes of the Plan.
9. WHAT DOES THE B&N FORM PROVIDE?
The participation of Beneficial Owners in the Plan is subject to certain
additional and different terms than participation by other Service Users.
Initially, Beneficial Owners must instruct their
7
<PAGE>
broker, bank or other nominee to submit a B&N Form on their behalf. By
submitting a completed B&N Form, a broker, bank or nominee appoints the Plan
Administrator as its agent to receive dividends, to apply such dividends to the
purchase of Common Stock, and to apply optional cash deposits to the purchase of
Common Stock on behalf of the participating Beneficial Owners identified by such
broker, bank or nominee.
A completed B&N Form is submitted by the broker, bank or nominee to the Plan
Administrator only once. Thereafter, in order to participate in investments made
on any applicable Investment Date (as defined in Questions 15 and 21), the
broker, bank or nominee must submit an Instruction Form identifying the
Beneficial Owners and specifying as to each (i) the number of whole shares with
respect to which dividends are to be reinvested and (ii) the amount of any
optional cash deposit ($50 minimum/$10,000 maximum, subject to waiver). The
Instruction Form must be received by the Plan Administrator prior to the fifth
business day following the applicable record date with respect to dividend
reinvestments. With respect to optional cash deposits, the Instruction Form and
good funds must be received prior to the commencement of each Pricing Period (as
defined in Question 18).
If a timely Instruction Form with respect to dividend reinvestments is
received, the Plan Administrator will, on the Investment Date, reinvest the
dividend payable with respect to the number of shares of each Beneficial Owner
identified on the Instruction Form in as many whole shares of Common Stock as
can be purchased at the purchase price per share computed in accordance with
Question 14. If a timely Instruction Form and sufficient funds are received with
respect to optional cash deposits, such funds will be invested on behalf of each
Beneficial Owner in as many whole shares of Common Stock as can be purchased at
the purchase price per share computed in accordance with Question 18. Remaining
amounts, if any, will be paid by check to the broker, bank or nominee.
If the Plan Administrator does not receive a properly completed Instruction
Form and good funds (if applicable) within the time period set forth above,
dividends will be paid with respect to shares registered in nominee name on the
record date in the usual manner and any optional cash deposits will be returned
without interest.
As soon as practicable following the Investment Date, the Plan Administrator
will transmit to the broker, bank or nominee a listing of the following items
(if applicable) for each Beneficial Owner set forth on the Instruction Form: (i)
the shares of Common Stock specified for dividend reinvestment, (ii) the total
dividend paid with respect to such Common Stock, (iii) the total amount invested
in respect of optional cash payments, (iv) the number of whole shares of Common
Stock purchased, (v) the total cost of the Common Stock purchased, (vi) the
portion of the total amount available for reinvestment but not reinvested, and
(vii) the aggregate fair market value on the Investment Date of the shares
purchased. Accompanying the listing will be a share certificate, registered in
nominee name, for the shares purchased for each Beneficial Owner, and one check
for the aggregate amount of the dividends or optional cash payments not
reinvested for such owners.
B&N Forms and Instruction Forms are available upon request to the Plan
Administrator at the address or telephone number specified in Question 43.
10. WHEN MAY AN ELIGIBLE INVESTOR ENROLL IN THE PLAN?
Eligible investors may enroll in the Plan at any time. Once enrolled,
Service Users remain enrolled until they discontinue their participation or
until the Plan is terminated. See Questions 34 and 42 regarding termination of
the Plan.
8
<PAGE>
11. WHEN IS A SERVICE USER'S ENROLLMENT IN THE PLAN OR CHANGE IN INVESTMENT
OPTIONS EFFECTIVE?
For enrollment or a change in investment options to be effective with
respect to a particular dividend, an Enrollment Form must be received by the
Plan Administrator on or before the record date established for such dividend.
If the Enrollment Form is received after that record date, the reinvestment of
dividends will begin on the Investment Date following the next dividend record
date, provided that such stockholder is still an eligible stockholder. An
eligible investor may also enroll in the Plan through the timely delivery of an
Enrollment Form and an optional cash deposit. (See Question 22.)
PURCHASES
12. WHAT IS THE PURCHASE PRICE DISCOUNT ASSOCIATED WITH THE REINVESTMENT OF
CASH DIVIDENDS?
The purchase price for shares acquired under the Plan by reinvestment of
cash dividends may be reduced by a purchase price discount. The purchase price
discount for the reinvestment of cash dividends is 5%. (See Question 13.) The
purchase price discount is subject to change from time to time at the Company's
discretion. The purchase price discount is not expected to ever exceed 5%, but
may be reduced to zero. Changes to the purchase price discount with respect to
reinvestment of cash dividends will be made by the Company notifying the Plan
Administrator of the change at least 3 business days prior to the relevant
record date. As used herein, the term "business day" shall mean any day other
than a Saturday, Sunday or a legal holiday on which the New York Stock Exchange
(the "NYSE") is closed or a day on which the Plan Administrator is authorized or
obligated by law to close. Neither the Company nor the Plan Administrator shall
be required to provide any written notice to Service Users of changes to the
purchase price discount, but current information regarding the purchase price
discounts may be obtained by telephoning the Plan Administrator at 800-884-5426
or UtiliCorp at 800-487-6661.
13. WHEN WILL SHARES BE PURCHASED UNDER THE PLAN?
Purchases of shares of Common Stock will be made on the relevant Investment
Date (as defined in Questions 15 and 21) or, in the case of open market
purchases, as soon thereafter as determined by the Plan Administrator, but in no
event later than 30 days after the Investment Date with respect to dividend
reinvestment or 35 days after the receipt of optional cash deposits by the Plan
Administrator. In the event that such shares are purchased on the open market,
the Plan Administrator may acquire such shares on any securities exchange where
the Common Stock is traded, in the over-the-counter market or by negotiated
transactions and such shares may be subject to such terms with respect to price,
delivery, etc. as agreed upon by the Plan Administrator. Neither the Company nor
any Service User shall have any authority or power to direct the time or price
at which shares may be purchased, or the selection of the broker or dealer
through or from whom purchases are to be made.
NO INTEREST WILL BE PAID BY THE COMPANY OR THE PLAN ADMINISTRATOR ON
DIVIDENDS OR OPTIONAL CASH DEPOSITS HELD PENDING REINVESTMENT OR INVESTMENT.
14. WHAT WILL BE THE PRICE PER SHARE TO PURCHASE SHARES WITH REINVESTED
DIVIDENDS FOR SERVICE USERS?
The purchase price per share of Common Stock purchased with reinvested
dividends will be 5% (subject to change) below the Market Price of the Common
Stock. "Market Price", with respect to dividend reinvestments, means the average
of the daily high and low sale prices, computed to three decimal places, of the
Common Stock on the NYSE for the last five Trading Days before the dividend
9
<PAGE>
payment date, which is typically the 12th calendar day of the month. (See
Question 15.) A "Trading Day" means a day on which trades in Common Stock are
reported on the NYSE. The period encompassing the last five Trading Days before
the dividend payment date constitutes the relevant "Pricing Period", with
respect to dividend reinvestments.
15. WHAT ARE THE RECORD DATES AND INVESTMENT DATES FOR DIVIDEND REINVESTMENTS?
For the reinvestment of dividends, the record date is the record date
declared by the Board of Directors for such dividend. Likewise, the dividend
payment date declared by the Board of Directors constitutes the "Investment
Date" applicable to the reinvestment of such dividend, except that if any such
date falls on a date when the NYSE is closed, the first day immediately
following such date on which the NYSE is open shall be the Investment Date.
Dividends will be reinvested on the Investment Date based on the Market Price
determined during the immediately preceding Pricing Period. In the past, record
dates for quarterly dividends on the Common Stock have preceded the dividend
payment dates by approximately three weeks. Dividend payment dates historically
have occurred on the 12th day of the calendar month.
There can be no assurance as to the declaration or payment of dividends, and
nothing contained in the Plan obligates the Company to declare or pay any
dividends. The Plan does not represent a change in the Company's dividend policy
or a guarantee of future dividends, which will continue to be determined by the
Board of Directors based upon the Company's earnings, financial condition and
other factors.
Please refer to Questions 18 and 21 for a discussion of the Investment Dates
applicable to optional cash deposits.
16. HOW WILL THE NUMBER OF SHARES PURCHASED FOR A SERVICE USER BE DETERMINED?
With respect to dividend reinvestments, a Service User's Plan account will
be credited with the number of shares, including fractions computed to three
decimal places, equal to the amount of dividends paid on the number of shares
authorized by the Service User's Enrollment Form, divided by the purchase price
per share as calculated pursuant to Question 14. There is no maximum number of
shares that can be issued pursuant to dividend reinvestment. With respect to
optional cash deposits, a Service User's Plan account will be credited with the
number of shares, including fractions computed to three decimal places, equal to
such deposits divided by the purchase price as calculated pursuant to Question
18. See Question 20 for a discussion of the limitations with respect to optional
cash deposits.
The Company reserves the right to modify, suspend or terminate participation
in the Plan by otherwise eligible investors in order to eliminate practices
which are not consistent with the purposes of the Plan.
17. WHAT IS THE SOURCE OF COMMON STOCK PURCHASED UNDER THE PLAN?
Plan Shares will be purchased either (i) directly from the Company as
authorized but unissued shares, (ii) on the open market by the Plan
Administrator or its agent, or (iii) through a combination of (i) and (ii).
OPTIONAL CASH DEPOSITS
18. HOW DOES THE OPTIONAL CASH DEPOSIT FEATURE OF THE PLAN WORK?
All investors, except for brokers, banks and other nominees (discussed
below), who have submitted signed Enrollment Forms indicating their intention to
participate in this feature of the
10
<PAGE>
Plan are eligible to make optional cash deposits during any month, whether or
not a dividend is declared. Each month the Plan Administrator will apply any
optional cash deposit received from a Service User prior to the Investment Date,
which is typically the 12th of the month, towards the purchase of additional
shares of the Company's Common Stock at the Market Price. "Market Price", with
respect to optional cash deposits, means the average of the daily high and low
sales prices, computed to three decimal places, of the Common Stock on the NYSE
for the last five Trading Days before the Investment Date. The period
encompassing the last five trading days before the Investment Date constitutes
the relevant "Pricing Period". The Plan Administrator will not return any
optional cash deposits unless written notice is received five days prior to the
Investment Date.
19. MAY SERVICE USERS HAVE THEIR SAVINGS OR CHECKING ACCOUNT AUTOMATICALLY
DEBITED TO MAKE OPTIONAL CASH PURCHASES?
Service Users may pre-authorize the Plan Administrator to deduct a set
amount from their checking or savings account periodically (e.g., monthly) and
use the funds as optional cash deposits to purchase additional shares. This
permits Service Users to make regular investments in an amount and schedule that
is comfortable for them, without the inconvenience of writing checks. To enroll
for this service feature, Service Users must contact the Plan Administrator at
800-884-5426 for an Automatic Investment Form. Forms will be processed and made
effective as promptly as practicable. Once effective, funds will be drawn each
month from the Service User's designated account on the business day preceding
the Investment Date, and such funds will be invested in Common Stock on the
Investment Date.
20. WHAT LIMITATIONS APPLY TO OPTIONAL CASH DEPOSITS?
Persons not presently owning shares of Common Stock must make an initial
investment of at least $250, but no more than $10,000 unless a waiver is
granted. Optional cash deposits by stockholders are subject to a minimum per
month purchase limit of $50 and, unless a waiver is granted, maximum per month
purchase limit of $10,000. Optional cash deposits of less than $50 and that
portion of any optional cash deposit which exceeds the maximum monthly purchase
limit are subject to return to the Service User, without interest.
Service Users may make optional cash deposits of up to $10,000 each month
without the prior approval of the Company. Optional cash deposits in excess of
$10,000 may be made by a Service User only upon acceptance by the Company of a
written Request for Waiver from such Service User. Such prior acceptance of a
Request for Waiver, with respect to the amount of the optional cash deposit,
must be obtained each month no later than two business days prior to the
commencement of the Pricing Period with respect to which such waiver is sought.
Service Users interested in making optional cash deposits in excess of $10,000
or in obtaining a Request for Waiver should contact the Company at 800-487-6661.
Requests for Waiver will be considered on the basis of a variety of factors,
which may include the Company's current and projected capital needs, the
alternatives available to the Company to meet those needs, prevailing market
prices for Common Stock and other Company securities, general economic and
market conditions, expected aberrations in the price or trading volume of
UtiliCorp securities, the number of shares of Common Stock held by the Service
User submitting the Request for Waiver, the aggregate amount of optional cash
deposits for which such Requests for Waiver have been submitted and the
administrative implications associated with granting such Requests for Waiver.
Grants of Requests for Waiver will be made at the absolute discretion of the
Company.
11
<PAGE>
SERVICE USERS IN THE PLAN ARE NOT OBLIGATED TO PARTICIPATE IN THE OPTIONAL
CASH DEPOSIT FEATURE OF THE PLAN AT ANY TIME. OPTIONAL CASH DEPOSITS NEED NOT BE
IN THE SAME AMOUNT EACH MONTH.
21. WHAT ARE THE INVESTMENT DATES FOR OPTIONAL CASH DEPOSITS?
Optional cash deposits will be invested each month. The Investment Date,
with regard to optional cash deposits, is the 12th day of the month, except that
if any such date falls on a date when the NYSE is closed, the first day
immediately following such date on which the NYSE is open shall be the
Investment Date.
22. WHEN MUST OPTIONAL CASH DEPOSITS BE RECEIVED BY THE PLAN ADMINISTRATOR?
Each month the Plan Administrator will apply any optional cash deposit for
which good funds are received on or before the 11th day of the month to the
purchase of shares of Common Stock for the account of the Service User on the
Investment Date which relates to that Pricing Period. Optional cash deposits
received on or after the 12th day of the month will be applied to the purchase
of shares of Common Stock on the Investment Date which relates to the next
Pricing Period. Optional cash deposits may be made with a check or money order
made payable to First Chicago Trust - UtiliCorp. Wire transfers may be made, but
only if approved in writing in advance by the Plan Administrator and if received
by the Plan Administrator no later than 12:00 Noon (Eastern Standard Time) on
the 11th day of the month.
NO INTEREST WILL BE PAID BY UTILICORP OR THE PLAN ADMINISTRATOR ON OPTIONAL
CASH DEPOSITS HELD PENDING INVESTMENT. THE PLAN ACCOUNTS ARE NOT SAVINGS
ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF ANY SAVINGS BANK OR NON-BANK
SUBSIDIARY OF UTILICORP AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, BANK INSURANCE FUND, SAVINGS ASSOCIATION INSURANCE FUND OR ANY
OTHER GOVERNMENT AGENCY.
In order for optional cash deposits to be invested on an Investment Date
(usually the 12th day of each month), the Plan Administrator must be in receipt
of an Enrollment Form and receive good funds prior to such Investment Date.
23. MAY OPTIONAL CASH DEPOSITS BE RETURNED?
Upon written request addressed to the Plan Administrator received at least
five business days prior to the 12th day of the month with respect to which
optional cash deposits have been delivered to the Plan Administrator, such
optional cash deposits will be returned without interest to Service User. Also,
each optional cash deposit, to the extent that it does not conform to the
limitations described in Question 20, will be subject to return without interest
to the Service User.
COSTS OF PARTICIPATION IN THE PLAN
24. ARE THERE ANY EXPENSES TO SERVICE USERS IN CONNECTION WITH THEIR
PARTICIPATION UNDER THE PLAN?
Service Users will incur no brokerage commissions or service charges for
purchases made under the Plan. All costs of administration of the Plan,
including purchase of Plan Shares, will be paid by the Company. However, Service
Users whose shares are sold by the Plan Administrator upon their withdrawal from
the Plan (see Questions 31 and 34) must pay to the Plan Administrator a
transaction fee and a brokerage commission. The discount and commission on any
shares purchased under the Plan will be reported as a taxable item. (See
Question 39.)
12
<PAGE>
REPORTS TO SERVICE USERS
25. WHAT KINDS OF REPORTS WILL BE SENT TO SERVICE USERS?
As soon as practicable after each purchase of shares on behalf of a Service
User, a statement of account will be mailed to such Service User. This
statement, which provides a record of account activity and indicates the cost of
such Service User's purchases under the Plan, should be retained for tax
purposes. In addition, each Service User will receive, from time to time,
communications sent to every other holder of Common Stock. The number of shares
purchased and held for a Service User's account under the Plan, as well as
certificated Plan Shares, will be indicated on such Service User's statement of
account.
If applicable, each Service User will receive annually Internal Revenue
Service information (on Form 1099) for reporting income for tax purposes.
STOCK CERTIFICATES
26. WILL STOCK CERTIFICATES BE ISSUED FOR SHARES PURCHASED?
No. Plan Shares will be held in the name of the Plan Administrator or its
nominee. This service protects against the loss, theft and destruction of stock
certificates evidencing Plan Shares. However, stock certificates will be issued
to any Service User upon written request or by telephoning the Plan
Administrator. (See Questions 27, 31 and 34.)
27. CAN I DEPOSIT SHARES I ALREADY HOLD IN CERTIFICATE FORM INTO MY PLAN
ACCOUNT?
Yes. Certificates may be deposited for safekeeping with the Plan
Administrator. No service fee will be charged to deposit certificate shares.
Service Users may deliver such certificates to the Plan Administrator along with
the Enrollment Form when enrolling in the Plan, or may do so at any time
thereafter while participating in the Plan. The Plan Administrator reserves the
right to maintain shares represented by such stock certificates in its name or
in the name of its nominee.
Each Plan account is maintained in the name in which the related Service
User's certificates were registered at the time of enrollment in the Plan. Stock
certificates for whole shares purchased under the Plan will be similarly
registered when issued upon a Service User's request. If a Service User is a
Beneficial Owner, such request should be placed through such Service User's
bank, broker or other nominee. (See Question 9) A Service User who wishes to
pledge shares credited to such Service User's Plan account must first withdraw
such shares from the account.
TRANSFER OF SHARES
28. MAY A SERVICE USER ASSIGN OR TRANSFER ALL OR A PART OF HIS OR HER PLAN
SHARES TO ANOTHER PERSON?
Yes. If a Service User wishes to change the ownership of all or part of his
or her Plan Shares through gift, private sale or otherwise, the Service User may
effect the transfer by mailing a properly completed and executed Gift/Transfer
Form to the Plan Administrator. Transfers of less than all of a Service User's
shares must be made in whole share amounts. No fraction of a share may be
transferred. Requests for transfer on a Gift/Transfer Form are subject to the
same requirements as other transfers of Common Stock, including the requirement
of a signature guarantee. Gift/Transfer Forms are available upon request from
the Plan Administrator.
13
<PAGE>
29. IF PLAN SHARES ARE TRANSFERRED TO ANOTHER PERSON, WILL THE COMPANY ISSUE A
STOCK CERTIFICATE TO THE TRANSFEREE?
No. Shares transferred will continue to be held by the Plan Administrator
under the Plan. An account will be opened in the name of the transferee, if he
or she is not already a Service User, and such transferee will automatically be
enrolled in the Plan. All dividends on shares transferred to the transferee's
Plan account will be reinvested under the terms of the Plan.
30. HOW WILL A TRANSFEREE BE ADVISED OF HIS STOCK OWNERSHIP?
The transferee will receive a statement showing the number of shares
transferred to and held in the transferee's Plan account. At the transferor's
request a gift certificate evidencing the transfer will be sent to the
transferee.
WITHDRAWAL OF SHARES IN PLAN ACCOUNTS
31. WHEN AND HOW MAY SHARES BE WITHDRAWN FROM THE PLAN?
Plan Shares credited to a Service User's account may be withdrawn by a
Service User by notifying the Plan Administrator in writing or by telephone,
specifying the number of shares to be withdrawn. A stock certificate for the
number of whole shares of Common Stock so withdrawn will be issued in the name
of the Service User. In no case will certificates for fractional shares of
Common Stock be issued. Upon termination of a Service User's participation in
the Plan, all fractional shares will be liquidated. (See Question 34.)
32. WILL DIVIDENDS ON SHARES WITHDRAWN FROM THE PLAN CONTINUE TO BE REINVESTED?
If the Service User has authorized "Full Dividend Reinvestment", cash
dividends with respect to shares withdrawn from a Service User's account will
continue to be reinvested until such shares are sold by that Service User. If,
however, the Service User has authorized Partial Dividend Reinvestment, the Plan
Administrator will continue to reinvest dividends on the number of shares
specified by the Service User on the Enrollment Form, which may result in
dividend reinvestment with respect to the withdrawn shares. The Service User may
specify a different number of shares subject to dividend reinvestment by
delivering a new Enrollment Form to the Plan Administrator.
33. WILL DIVIDENDS CONTINUE TO BE REINVESTED IF THE SERVICE USER SELLS OR
TRANSFERS SOME OR ALL THEIR SHARES OF COMMON STOCK?
If a Service User sells or transfers some or all of their shares of Common
Stock, the Plan Administrator will continue to reinvest dividends on the Service
User's remaining or fractional shares in accordance with the investment options
set forth on the Service User's Enrollment Form until a written request for
withdrawal from the Plan is received from the Service User.
PARTICIPATION TERMINATION
34. HOW AND WHEN MAY A SERVICE USER TERMINATE PARTICIPATION IN THE PLAN?
Participation in the Plan may be terminated at any time by providing written
notice or by telephoning the Plan Administrator. To be effective on any given
dividend payment date, the notice to terminate must be received by the Plan
Administrator before the record date for that payment. If a notice to terminate
is received by the Plan Administrator on or after the record date for a dividend
payment, such notice to terminate may not become effective until such dividend
has been reinvested and the shares purchased are credited to the participant's
account under the Plan. The Plan
14
<PAGE>
Administrator, in its sole discretion, may either pay such dividend in cash or
reinvest it in shares on behalf of the terminating Service User. If such
dividend is reinvested, the Plan Administrator will sell the shares purchased
and remit the proceeds to the Service User, less the costs of sale. (See
Question 24.) Any optional cash deposit which would otherwise have been invested
on the next Investment Date will be returned to the Service User.
Upon termination of participation in the Plan, unless a Service User has
requested that all of the shares held in its account be sold, the Plan
Administrator will send such Service User a stock certificate for the number of
whole shares in such Service User's account and a check in an amount equal to
the value of any fractional shares based upon the prevailing market price, less
applicable costs of sale (See Question 24), as soon as practicable after such
written notice from a Service User is received by the Plan Administrator.
Upon termination of participation in the Plan, Service Users who do not wish
to receive a stock certificate for the number of whole shares in their account
may request that such shares be sold. As soon as practicable after such request
is received the sale will be made by the Plan Administrator at the prevailing
market price and the Service User will receive the proceeds of the sale, less
the cost of such sale (see Question 24), within ten business days after such
request or such shorter period that may be required by the rules and regulations
under the Exchange Act.
35. MAY SERVICE USERS SET UP AN INDIVIDUAL RETIREMENT ACCOUNT (IRA)?
Yes, Service Users may establish a "self-directed, single investment IRA" in
the Company's Common Stock. They can also roll over funds from other IRA
investments into this account and may be eligible to make annual tax deductible
contributions. All dividends paid on the Company's Common Stock purchased for an
IRA Plan account will be reinvested in additional shares of the Company's Common
Stock. An annual administrative fee will be charged for maintaining an IRA Plan
account. If not paid separately by the Service User, the annual fee will be
deducted from the Service User's IRA Plan account at the beginning of each year
by cashing out any shares or fractions of shares sufficient to cover the amount
of the fee. To get further information, an IRA Enrollment Form and an IRA Asset
Transfer Form, Service Users should contact the Plan Administrator at
800-597-7736.
RIGHTS OFFERINGS, STOCK DIVIDENDS AND STOCK SPLITS
36. IF THE COMPANY HAS A RIGHTS OFFERING HOW WILL THE RIGHTS ON PLAN SHARES BE
TREATED?
Participation in any rights offering will be based upon both shares of
Common Stock registered in a Service User's name and any whole Plan Shares
credited to such Service User's Plan account.
37. WHAT HAPPENS IF THE COMPANY ISSUES A DIVIDEND PAYABLE IN STOCK OR DECLARES
A STOCK SPLIT?
Any stock dividends or split shares of Common Stock distributed by the
Company on Plan Shares will be credited pro rata to each Service User's account
in the same manner as stockholders who are not Service Users in the Plan. Stock
dividends or split shares distributed on shares registered in a Service User's
name will be credited to its Plan account.
15
<PAGE>
VOTING
38. WILL THE PLAN ADMINISTRATOR VOTE SHARES CREDITED TO A SERVICE USER'S PLAN
ACCOUNT AT STOCKHOLDERS' MEETINGS?
No, for each Stockholder's meeting, a Service User will receive proxy
materials that will enable the Service User to vote both the shares registered
in the Service User's name directly and shares credited to the Service User's
Plan account.
FEDERAL INCOME TAX CONSEQUENCES TO SERVICE USERS
39. WHAT ARE THE INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN?
The following summary is based upon an interpretation by the Company's legal
counsel, Blackwell Sanders Matheny Weary & Lombardi LLP, of current federal tax
laws. Service Users should consult their own tax advisers to determine
particular tax consequences, including state income tax consequences, which vary
from state to state and which may result from participation in the Plan and
subsequent disposition of shares acquired pursuant to the Plan. Income tax
consequences to Service Users residing outside the United States will vary from
jurisdiction to jurisdiction.
Service Users in the Plan will be treated for federal income tax purposes as
having received, on the dividend payment date, a dividend in an amount equal to
the fair market value on that date of the shares acquired with reinvested
dividends. Such shares will have a tax basis equal to the same amount. For
federal income tax purposes, the fair market value of shares acquired with
reinvested dividends under the Plan will be equal to 100% of the average of the
high and low sale prices of shares on the dividend payment date. It should be
noted that the fair market value on the dividend payment date is likely to
differ from the Market Price for the Pricing Period immediately preceding the
related dividend payment date (which is used to determine the number of shares
acquired).
The following example may be helpful to illustrate the federal income tax
consequences of the reinvestment of dividends.
<TABLE>
<S> <C> <C>
Cash dividends reinvested........................................ $ 100.00
Fair market value on dividend payment date*...................... $ 20.00
Market Price under Plan*......................................... $ 19.00
Less 5% discount per share....................................... (0.95)
---------
Net purchase price per share..................................... $ 18.05
Number of shares purchased ($100.00/$18.05)...................... 5.540
Total taxable dividend resulting from transaction ($20.00 x
5.540).......................................................... $ 110.80
<FN>
- ------------------------
* These prices are assumed for illustrative purposes only, and will vary with
the market price of Common Stock.
</TABLE>
Upon the purchase of shares with an optional cash deposit, Service Users
will be treated as having received a dividend in an amount equal to the excess,
if any, of the fair market value of the shares on the Investment Date over the
amount of the optional cash deposit. Such shares will have a tax basis equal to
the amount of the deposit plus the excess, if any, of the fair market value of
the shares purchased over the amount of the deposit. The fair market value of
shares acquired with optional cash deposits under the Plan will be equal to the
average of the high and low sale prices of shares on the
16
<PAGE>
Investment Date. The fair market value on the Investment Date is likely to
differ from the Market Price for the Pricing Period immediately preceding the
related Investment Date (which is used to determine the number of shares
acquired).
The following example may be helpful to illustrate the federal income tax
consequences of the optional cash deposit feature.
<TABLE>
<S> <C> <C>
Optional cash deposit............................................ $ 100.00
Fair market value on Investment Date*............................ $ 20.00
Market Price under Plan*......................................... $ 19.00
Number of shares purchased ($100.00/$19.00)...................... 5.263
Fair Market Value of Shares Purchased (5.263 x $20.00)........... $ 105.26
---------
Total taxable dividend resulting from transaction................ $ 5.26
---------
<FN>
- ------------------------
* These prices are assumed for illustrative purposes only, and will vary with
the market price of Common Stock.
</TABLE>
A Service User's holding period for shares acquired pursuant to the Plan
will begin on the day following the Investment Date.
A Service User will not realize any taxable income upon receipt of
certificates for whole shares credited to the Service User's account, either
upon the Service User's request for certain of those shares or upon termination
of participation in the Plan. A Service User will realize gain or loss upon the
sale or exchange of shares acquired under the Plan. A Service User will also
realize gain or loss upon receipt, following termination of participation in the
Plan, of a cash payment for any fractional share equivalent credited to the
Service User's account. The amount of any such gain or loss will be the
difference between the amount that the Service User received for the shares or
fractional share equivalent and the tax basis thereof.
In the case of corporate stockholders, dividends may be eligible for the
dividends-received deduction.
The foregoing discussion is based on the assumption that newly-issued or
treasury shares will be purchased directly from the Company. If the shares are
purchased in the open market, the consequences will be generally the same.
However, the payment of brokerage commissions by UtiliCorp in connection with
the purchase of shares in the open market will be taxable items which may result
in additional dividend income to the Service User and, in such event, will
increase the tax basis of such shares.
40. HOW ARE INCOME TAX WITHHOLDING PROVISIONS APPLIED TO STOCKHOLDERS WHO
PARTICIPATE IN THE PLAN?
If a Service User fails to provide certain federal income tax certifications
in the manner required by law, dividends on shares of Common Stock, proceeds
from the sale of fractional shares and proceeds from the sale of shares held for
a Service User's account, will be subject to federal income tax withholding at
the applicable withholding rate.
The Tax Equity and Fiscal Responsibility Act of 1982 imposes certain
reporting obligations upon brokers and other middlemen. As a result, the Plan
Administrator will be required to report to the Internal Revenue Service and the
Service User any sale of shares effected on behalf of a Service User.
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<PAGE>
If a Service User is a foreign stockholder whose dividends are subject to
federal income tax withholding at the applicable withholding rate (or a lower
treaty rate), the appropriate amount will be withheld and the balance in shares
will be credited to such Service User's account.
RESPONSIBILITY OF THE COMPANY AND THE PLAN ADMINISTRATOR
41. WHAT ARE THE RESPONSIBILITIES OF THE COMPANY AND THE PLAN ADMINISTRATOR
UNDER THE PLAN?
Neither the Company nor the Plan Administrator will be liable for any act
done in good faith or for any good faith omission to act, including, without
limitation, any claim of liability arising out of failure to terminate a Service
User's account upon such Service User's death, the prices at which shares are
purchased or sold for the Service User's account, the times when purchases or
sales are made or fluctuations in the market value of Common Stock. The
foregoing shall not affect a stockholders right to bring a cause of action based
on alleged violations of federal securities laws.
The Service User should recognize that neither the Company nor the Plan
Administrator can provide any assurance of a profit or protection against loss
on shares purchased under the Plan.
First Chicago Trust Company of New York ("First Chicago Trust"), the Plan
Administrator, a subsidiary of First Chicago Corporation, is a limited purpose
trust company chartered under the laws of the State of New York, and is a
transfer agent registered with the Board of Governors of the Federal Reserve
System pursuant to Section 17A of the Securities Exchange Act of 1934. The Plan
accounts and securities are not insured by the Federal Deposit Insurance
Corporation, the Securities Investor Protection Corporation or similar agency.
The Plan and the agency agreement between First Chicago Trust and each
Service User, including these Terms and Conditions, shall be governed by the
laws of the State of New York. The signing and mailing of the Plan Enrollment
Form or B&N Form or the initiation of a transaction, including a certificate
deposit, through the Plan shall constitute an offer by an individual shareholder
to establish a principal-agency relationship with First Chicago Trust.
Acceptance shall occur in the offices of First Chicago Trust upon receipt by
First Chicago Trust of such forms or requests.
SUSPENSION, MODIFICATION OR TERMINATION OF THE PLAN
42. MAY THE PLAN BE SUSPENDED, MODIFIED OR TERMINATED?
The Company reserves the right to suspend or terminate the Plan at any time,
including the period between a record date and the related Investment Date.
Service Users will be notified of any such suspension or termination. The
Company also reserves the right to make modifications to the Plan and, in such
event, will provide Service Users with a copy of any material modification. Upon
termination of the Plan, except in the circumstances described below, any
uninvested dividends and optional cash deposits will be returned, a stock
certificate for whole shares credited to each Service User's Plan account will
be issued and a cash payment will be made for any fractional share credited to
each such account.
In the event that the Company terminates the Plan for the purpose of
establishing another dividend reinvestment and common stock purchase plan,
Service Users will be automatically enrolled in such other plan and shares
credited to their Plan accounts will be credited automatically to such other
plans, unless notice to the contrary is received by the Plan Administrator.
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<PAGE>
The Company and the Plan Administrator also reserve the right to terminate
any Service User's participation in the Plan at any time for any reason
including, without limitation, trading, transactional profit activities or
excessive enrollments and terminations which may cause aberrations in the price
or trading volume of Common Stock.
OTHER INFORMATION
43. HOW MAY SERVICE USERS OBTAIN ANSWERS TO QUESTIONS CONCERNING THEIR PLAN
ACCOUNTS?
Questions concerning Plan accounts should be directed to the Plan
Administrator at
First Chicago Trust Company of New York
P.O. Box 2598
Jersey City, NJ 07303-2598
TELEPHONE:
Shareholder customer service, including sale of shares: 1-800-884-5426.
An automated telephone response system is available 24 hours a day, 7 days a
week.
Customer service representatives are available 8:30 am - 7:00 pm Eastern
time each business day.
Non-shareholders requesting Plan material: 1-800-647-2789. Available 24
hours a day, 7 days a week.
INTERNET: http://www.fctc.com
44. HOW MAY STOCKHOLDERS OBTAIN ANSWERS TO OTHER QUESTIONS REGARDING THIS PLAN?
For permission to invest amounts in excess of the maximum monthly purchase
limits, call 800-487-6661. (See Question 20.)
Any additional questions should be directed to:
UtiliCorp United Inc.
Attn: Shareholder Relations
P. O. Box 13287
Kansas City, MO 64199-3287
TELEPHONE: 800-487-6661
INTERNET: http://www.utilicorp.com
45. WHO BEARS THE RISK OF MARKET FLUCTUATIONS IN COMMON STOCK?
A Service User's investment in shares held in his or her Plan account is no
different than such Service User's investment in directly held shares in that
such Service User bears all risk of loss that may result from market
fluctuations in the price of Common Stock.
Neither the Company nor the Plan Administrator can guarantee that shares
purchased under the Plan will, at any particular time, be worth more than their
purchase price.
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<PAGE>
46. HOW IS THE PLAN INTERPRETED?
Any question of interpretation arising under the Plan will be determined by
UtiliCorp, and any such determination will be final. The Company may adopt rules
and regulations to facilitate the administration of the Plan. The terms and
conditions of the Plan and its operation will be governed by the laws of the
State of New York.
47. WHAT ARE SOME OF THE SERVICE USER RESPONSIBILITIES UNDER THE PLAN?
Plan Shares are subject to escheat to the state in which the Service User
resides in the event that such shares are deemed, under such state's laws, to
have been abandoned by the Service User. Service Users, therefore, should notify
the Plan Administrator promptly in writing of any change of address. Account
statements and other communications to Service Users will be addressed to them
at the last address of record provided by Service Users to the Plan
Administrator.
Service Users will have no right to draw checks or drafts against their Plan
accounts or to instruct the Plan Administrator with respect to any shares of
Common Stock or cash held by the Plan Administrator except as expressly provided
herein.
PLAN OF DISTRIBUTION
The Common Stock acquired under the Plan is being sold directly by the
Company through the Plan. The Company will pay any and all brokerage commissions
and related expenses incurred in connection with purchases of Common Stock under
the Plan. Upon withdrawal by a Service User from the Plan by the sale of Common
Stock held under the Plan, the Service User will receive the proceeds of such
sale less any related brokerage commissions, any service fee, any costs of sale
and any applicable transfer taxes.
EXPERTS
The consolidated financial statements and schedules included in the
Company's Annual Report on Form 10-K for the years ended December 31, 1996, 1995
and 1994, 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.
LEGAL MATTERS
Certain legal matters with respect to the Common Stock offered hereby will
be passed upon for UtiliCorp by Blackwell Sanders Matheny Weary & Lombardi LLP,
Two Pershing Square, 2300 Main Street, Kansas City, Missouri 64108.
20
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO
WHICH IT RELATES OR ANY OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY
SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS
UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF UTILICORP SINCE THE DATE HEREOF OR THAT THE INFORMATION
CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Available Information.......................... 2
Incorporation of Certain Documents by
Reference..................................... 2
UtiliCorp United Inc........................... 3
Use of Proceeds................................ 3
Description of the Plan........................ 3
The Plan..................................... 3
Purpose........................................ 3
Options to Service Users....................... 4
Advantages and Disadvantages................... 4
Administration................................. 5
Participation.................................. 6
Purchases...................................... 9
Optional Cash Deposits......................... 10
Costs of Participation in the Plan............. 12
Reports to Service Users....................... 13
Stock Certificates............................. 13
Transfer of Shares............................. 13
Withdrawal of Shares in Plan Accounts.......... 14
Participation Termination...................... 14
Rights Offerings, Stock Dividends and Stock
Splits........................................ 15
Voting......................................... 16
Federal Income Tax Consequences to Service
Users......................................... 16
Responsibility of UtiliCorp and the Plan
Administrator................................. 18
Suspension, Modification or Termination of the
Plan.......................................... 18
Other Information.............................. 19
Plan of Distribution........................... 20
Experts........................................ 20
Legal Matters.................................. 20
</TABLE>
[LOGO]
DIVIDEND REINVESTMENT AND
COMMON STOCK PURCHASE PLAN
--------------
PROSPECTUS
--------------
, 1997
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following is an itemized statement of estimated expenses to be paid by
UtiliCorp in connection with the issuance and sale of the Common Stock being
registered:
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee.............. $ 41,100
Stock Exchange listing fees...................................... 34,000
Accounting fees and expenses..................................... 10,000
Printing fees.................................................... 35,000
Legal fees and expenses.......................................... 5,000
Transfer Agent and Registrar fees................................ 150,000
Miscellaneous.................................................... 900
---------
Total.......................................................... $ 276,000
---------
---------
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law confers broad powers
upon corporations incorporated in that State with respect to indemnification of
any person against liabilities incurred by reason of the fact that such person
is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer, employee
or agent of another corporation or other business entity. The provisions of
Section 145 are not exclusive of any other rights to which those seeking
indemnification may be entitled under any bylaw, agreement or otherwise.
The Certificate of Incorporation of the Company contains a provision that
eliminates the personal liability of the Company's directors to the Company or
its stockholders for monetary damages for breach of fiduciary duty to the
fullest extent permitted by the Delaware General Corporation Law.
There is in effect for the Company a dual phase insurance policy providing
directors and officers with indemnification, subject to certain exclusions and
to the extent not otherwise indemnified by the Company, against loss (including
expenses incurred in the defense of actions, suits or proceedings in connection
therewith) arising from any negligent act, error, omission or breach of duty
while acting in their capacity as directors and officers of the Company. The
policy also reimburses the Company for liability incurred in the indemnification
of its directors and officers.
There is also in effect a Bylaw provision entitling officers and directors
to be indemnified by the Company against costs or expenses, attorneys' fees,
judgments, fines and amounts paid in settlement that are actually and reasonably
incurred in connection with any action, suit or proceeding, including actions
brought by or in the right of the Company, to which such persons are made or
threatened to be made a party, by reason of their being a director or officer.
Such right, however, may be made only as authorized by (i) a majority vote of a
quorum of disinterested directors, or (ii) if such quorum is not obtainable or,
if obtainable, a majority thereof so directs, by independent legal counsel, in a
written opinion, or (iii) by the stockholders of the Company, upon a
determination that the person seeking indemnification acted in good faith and in
the manner that he reasonably believed to be in or not opposed to the Company's
best interest, or, if the action is criminal in nature, upon a determination
that the person seeking indemnification had no reasonable cause to believe that
his or her conduct was
II-1
<PAGE>
unlawful. This provision also requires the Company, upon authorization by the
Board of Directors, to advance costs and expenses, including attorneys' fees,
reasonably incurred in defending such actions; provided, that any person seeking
such an advance first provide the Company with an undertaking to repay any
amount as to which it may be determined that such person is not entitled.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
- --------------- ----------------------------------------------------------------------------------------------
<C> <S>
*4(a)(1) -- Certificate of Incorporation of the Registrant. (Exhibit 4(a)(1) to UtiliCorp United Inc.'s
Annual Report on Form 10-K for the fiscal year ended December 31, 1991.)
*4(a)(2) -- Certificate of Amendment to Certificate of Incorporation of the Registrant. (Exhibit
4(a)(1) to Registration Statement No. 33-16990, filed September 3, 1987.)
*4(a)(3) -- Certificate of Amendment to Certificate of Incorporation of the Registrant. (Exhibit
4(a)(5) to Registration Statement No. 33-50260, filed July 31, 1992.)
*4(a)(4) -- Certificate of Designation of the Preference Stock (Cumulative), $2.05 Series. (Exhibit
3(a)(4) to UtiliCorp United Inc.'s Annual Report on Form 10-K for the year ended December 31,
1991.)
*4(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 UtiliCorp United Inc.'s Quarterly
Report on Form 10-Q for the quarter ended June 30, 1995.)
*4(c) -- Twentieth Supplemental Indenture, dated as of May 26, 1989, Supplement to Indenture of
Mortgage and Deed of Trust, dated July 1, 1951. (Exhibit 4(d) to Registration Statement No.
33- 45382, filed January 30, 1992.)
*4(d)(1) -- Indenture, dated as of November 1, 1990, between the Company and The First National Bank of
Chicago, Trustee. (Exhibit 4(a) to the Company's Current Report on Form 8-K, dated November
30, 1990.)
*4(d)(2) -- First Supplemental Indenture, dated as of November 27, 1990. (Exhibit 4(b) to the Company's
Current Report on Form 8-K, dated November 30, 1990.)
*4(d)(3) -- Second Supplemental Indenture, dated as of November 15, 1991. (Exhibit 4(a) to UtiliCorp
United Inc.'s Current Report on Form 8-K, dated December 19, 1991.)
*4(d)(4) -- Third Supplemental Indenture, dated as of January 15, 1992. (Exhibit 4(c)(4) to the
Company's Annual Report on Form 10-K for the year ended December 31, 1991.)
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
- --------------- ----------------------------------------------------------------------------------------------
*4(d)(5) -- Fourth Supplemental Indenture, dated as of February 24, 1993. (Exhibit 4(c)(5) to the
Company's Annual Report on Form 10-K for the year ended December 31, 1992.)
<C> <S>
*4(d)(6) -- Fifth Supplemental Indenture, dated as of April 1, 1993. (Exhibit 4(c)(6) to the Company's
Annual Report on Form 10-K for the year ended December 31, 1993.)
*4(d)(7) -- Sixth Supplemental Indenture, dated as of November 1, 1994. (Exhibit 4(d)(7) to the
Company's 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 Company's
Quarterly Report on Form 10-Q for the period ended June 30, 1995.)
*4(d)(9) -- Eight-Supplemental Indenture, dated as of October 1, 1996. (Exhibit 4(d)(9) to the
Company's 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 Form 10-K for the year ended December 31, 1995.)
Long-term debt instruments of the registrant in amounts not exceeding 10 percent of the total
assets of the Registrant and its subsidiaries on a consolidated basis will be furnished to
the Commission upon request.
5 -- Opinion of Blackwell Sanders Matheny Weary & Lombardi LLP regarding legality of securities.
8 -- Opinion of Blackwell Sanders Matheny Weary & Lombardi LLP regarding tax matters.
23(a) -- Consent of Arthur Andersen LLP.
23(b) -- Consent of Blackwell Sanders Matheny Weary & Lombardi LLP (included in opinions filed as
Exhibits 5 and 8).
24 -- Powers of Attorney executed by certain officers and a majority of the Board of Directors of
UtiliCorp United Inc.
<FN>
- ------------------------
* Exhibits marked with an asterisk are incorporated by reference as indicated
pursuant to Rule 411(c).
</TABLE>
ITEM 17. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 ("the Act") may be permitted to directors, officers and controlling
persons of UtiliCorp pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
II-3
<PAGE>
Exchange Commission, such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by the Registrant is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities and Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
II-4
<PAGE>
The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the Act;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
provided, however, that paragraphs (i) and (ii) do not apply if the
information required to be included in the post-effective amendment by
those paragraphs is contained in periodic reports filed by UtiliCorp
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in the registration
statement.
2. That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
II-5
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF KANSAS CITY, MISSOURI, ON THE 20TH 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 20TH DAY OF JUNE, 1997.
SIGNATURE TITLE
- ----------------------------------- -----------------------------------
RICHARD C. GREEN, JR.* Chairman of the Board, President
- ----------------------------------- and Chief Executive Officer
Richard C. Green, Jr. (Principal Executive Officer)
/s/ DALE J. WOLF Vice President, Finance, Treasurer
- ----------------------------------- and Corporate Secretary (Principal
Dale J. Wolf Financial Officer)
/s/ JAMES S. BROOK
- ----------------------------------- Vice President (Principal
James S. Brook Accounting Officer)
RICHARD C. GREEN JR.*
ROBERT K. GREEN*
AVIS G. TUCKER*
JOHN R. BAKER* A majority of the Board of
IRVINE O. HOCKADAY, JR.* Directors
STANLEY O. IKENBERRY*
ROBERT F. JACKSON, JR.*
L. PATTON KLINE*
As attorney-in-fact for the
*By /s/ DALE J. WOLF above-named officers and directors
Dale J. Wolf pursuant to powers of attorney
duly executed by such persons
II-6
<PAGE>
EXHIBIT 5
June 20, 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-3, to be filed with the Securities and Exchange Commission
for the purpose of registering under the Securities Act of 1933, as amended,
5,000,000 shares of the Company's Common Stock, par value $1.00 per share (the
"Common Stock"), in connection with the Company's Dividend Reinvestment and
Common Stock Purchase 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 the 5,000,000 shares of
Common Stock proposed to be offered for sale by the Company will be, when issued
as contemplated by the Registration Statement, legally issued, fully paid and
non-assessable.
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 8
June 20, 1997
UtiliCorp United Inc.
20 West Ninth Street
Kansas City, Missouri 64105
Dear Gentlemen:
You have requested our opinion regarding the tax treatment of UtiliCorp
United Inc. (the "Company") stockholders who elect to reinvest dividends
received on the Company's Common Stock (the "Common Stock") or invest optional
cash deposits in additional shares of Common Stock pursuant to the Company's
Dividend Reinvestment and Common Stock Purchase Plan (the "Plan").
In this connection, we have examined and relied upon the Form S-3
Registration Statement, the form of Prospectus as proposed to be filed with the
Securities and Exchange Commission, including the questions and answers
constituting the Plan, and such other instruments and documents as we have
deemed pertinent.
Our opinion is based solely upon applicable law and the factual information
and undertakings contained in the above mentioned documents. In rendering our
opinion, we have assumed the accuracy of all information and the performance of
all undertakings contained in the reviewed documents. If any of these stated
facts or assumptions are not correct, please advise us at once as our advice may
be affected by a change in the facts. Capitalized terms not defined in this
letter have the meaning given to them in the Plan.
Subject to the foregoing and upon investigation of such matters of law as we
consider applicable, we are of the opinion that under the Internal Revenue Code
of 1986, as amended and in effect as of the date of this opinion (the "Code"):
1. The receipt by a Service User of shares of Common Stock acquired through
reinvestment of dividends on Common Stock will be treated as dividend income in
an amount equal to the fair market value of such shares on the dividend payment
date. Code Section301, Section305. A Service User that purchases shares of
Common Stock through an optional cash deposit is treated as receiving dividend
income in an amount equal to the excess, if any, of the fair market value of the
shares of Common Stock received on the Investment Date over the amount of the
optional cash deposit (the "Incremental Value"). Rev. Rul. 78-375, 1978-2 C.B.
130. The payment of brokerage commissions by the Company in connection with the
purchase of shares in the open market (the "Commission Benefit") may result in
additional dividend income to the Service User.
2. The tax basis of shares purchased through dividend reinvestment is equal
to the amount of dividend income recognized with respect to the receipt of such
shares of Common Stock and the amount of the Commission Benefit recognized as
taxable income by the Service User. Code Section301(d). The tax basis of shares
purchased through an optional cash deposit is equal to the sum of: (i) the
Service User's optional cash payment; (ii) the Incremental Value; and (iii) the
amount of the Commission Benefit recognized as taxable income by the Service
User. Rev. Rul. 78-375, SUPRA.
3. The holding period for tax purposes for shares acquired under the Plan
begins on the day following the date of purchase of such shares. Rev. Rul.
70-598, 1970-2 C.B. 168.
<PAGE>
4. A Service User will not recognize taxable income upon receipt of
certificates for whole shares credited to its account through (i) a request for
such certificates, (ii) withdrawal from the Plan, or (iii) termination of the
Plan. Rev. Rul. 76-53, 1976-1 C.B. 87. However, Service Users will recognize
gain or loss when whole shares acquired under the Plan are sold or exchanged in
a taxable transaction. Code Section1001. Service Users will also recognize gain
or loss when they receive a cash payment for a fractional share upon termination
of participation in the Plan or termination of the Plan by the Company. Rev.
Rul. 78-375, SUPRA. Gain or loss will be computed by comparing the amount
received for such shares and the tax basis of such shares in the hands of the
Service User. ID. Any gain or loss recognized will be treated as long-term
capital gain or loss if the Service User has held such shares or fractional
shares as a capital asset for more than one year. Code Section1221, Section1222.
Our opinion is limited to the matters expressly addressed in the four
numbered paragraphs above. No opinion is expressed and none should be inferred
as to any other matter.
This opinion is intended solely for your use and the use of your
shareholders in connection with the Plan and is not to be relied upon by other
persons or entities without our prior written consent. We consent to the
reference to our firm under the caption "Federal Income Tax Consequences" and to
the filing of this opinion as an exhibit to the Registration Statement. In
giving such consent, we do not 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-3) to register 5 million shares
of Common Stock of UtiliCorp United Inc. of our report 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 20, 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-3, and any amendments
thereto, relating to the registration with the Securities and Exchange
Commission of not more than 5,000,000 shares of Common Stock of UtiliCorp United
Inc. to be issued pursuant to its Dividend Reinvestment and Common Stock
Purchase 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
