<PAGE>
Filed Pursuant to Rule 424B(5)
Registration No. 333-34609
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED SEPTEMBER 10, 1997
$150,000,000
UTILICORP UNITED INC.
6.875% SENIOR NOTES DUE 2004
-------------
Interest on the Senior Notes is payable on April 1 and October 1 of each
year, commencing April 1, 1998. The Senior Notes are not redeemable prior to
maturity. The Senior Notes will be represented by one or more global Senior
Notes registered in the name of the nominee of The Depository Trust Company.
Beneficial interests in the global Senior Notes will be shown on, and transfers
thereof will be effected only through, records maintained by DTC and its
participants. Except as described herein, Senior Notes in definitive form will
not be issued. The Senior Notes will be issued only in denominations of $1,000
and integral multiples thereof. See "Description of Senior Notes."
------------------
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 SUPPLEMENT OR THE PROSPECTUS TO WHICH IT RELATES.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------
<TABLE>
<CAPTION>
INITIAL PUBLIC UNDERWRITING PROCEEDS TO
OFFERING PRICE (1) DISCOUNT (2) COMPANY (1)(3)
------------------ ------------------ ------------------
<S> <C> <C> <C>
Per Senior Note.................................... 99.954% 0.625% 99.329%
Total.............................................. $149,931,000 $937,500 $148,993,500
</TABLE>
- ------------------------
(1) Plus accrued interest from October 1, 1997.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
(3) Before deducting estimated expenses of $150,000 payable by the Company.
------------------
The Senior Notes offered hereby are offered severally by the Underwriters,
as specified herein, subject to receipt and acceptance by them and subject to
their right to reject any order in whole or in part. It is expected that the
Senior Notes will be ready for delivery in book-entry form only through the
facilities of DTC in New York, New York, on or about October 7, 1997, against
payment therefor in immediately available funds.
GOLDMAN, SACHS & CO.
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
MERRILL LYNCH & CO.
------------
The date of this Prospectus Supplement is September 30, 1997.
<PAGE>
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE SENIOR NOTES,
INCLUDING OVER-ALLOTMENT, STABILIZING AND SHORT-COVERING TRANSACTIONS IN SUCH
SECURITIES, AND THE IMPOSITION OF A PENALTY BID, IN CONNECTION WITH THE
OFFERING. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING".
DESCRIPTION OF SENIOR NOTES
The following description of the particular terms of the Senior Notes
offered hereby supplements, and to the extent inconsistent therewith replaces,
the description of the general terms and provisions of Senior Notes as set forth
in the Prospectus.
GENERAL
The Senior Notes will be issued under an Indenture, dated as of November 1,
1990, as supplemented by a Ninth Supplemental Indenture, dated as of September
1, 1997, between UtiliCorp United Inc. (the "Company" or "UtiliCorp") and The
First National Bank of Chicago, as Trustee (the "Trustee"), and will be limited
to $150,000,000 aggregate principal amount. The Senior Notes will be direct,
unsecured obligations of the Company and rank without preference or priority
among themselves and PARI PASSU with all existing and future unsecured and
unsubordinated indebtedness of the Company. The Senior Notes will mature on
October 1, 2004.
The Senior Notes will bear interest from October 1, 1997 at the rate per
annum set forth on the cover page of this Prospectus Supplement, payable on
April 1 and October 1 of each year, commencing April 1, 1998, to the person in
whose name the Senior Note was registered at the close of business on the
preceding March 15 and September 15, respectively, subject to certain
exceptions.
BOOK-ENTRY SYSTEMS
The Depository Trust Company ("DTC") will act as securities depository for
the Senior Notes. The Senior Notes will be issued in fully-registered form in
the name of Cede & Co. (DTC's partnership nominee). One or more fully registered
certificates will be issued as Global Securities for the Senior Notes in the
aggregate principal amount of the Senior Notes, and will be deposited with DTC.
DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934. DTC holds securities that its participants ("Direct Participants")
deposit with DTC. DTC also facilitates the settlement among Direct Participants
of securities transactions, such as transfers and pledges, in deposited
securities through electronic computerized book-entry changes in Direct
Participants' accounts, thereby eliminating the need for physical movement of
securities certificates. Direct Participants include securities brokers and
dealers, banks, trust companies, clearing corporations, and certain other
organizations. DTC is owned by a number of its Direct Participants and by the
New York Stock Exchange, Inc., the American Stock Exchange, Inc., and the
National Association of Securities Dealers, Inc. Access to the DTC system is
also available to others such as securities brokers and dealers, banks, and
trust companies that clear through or maintain a custodial relationship with a
Direct Participant, either directly or indirectly ("Indirect Participants" and
together with Direct Participants, "Participants"). The Rules applicable to DTC
and its Participants are on file with the Securities and Exchange Commission.
Purchase of Senior Notes under the DTC system must be made by or through
Direct Participants, which will receive a credit for the Senior Notes on DTC's
records. The ownership interest of each actual purchaser of Senior Notes
("Beneficial Owner") is in turn to be received on the Participants' records.
S-2
<PAGE>
Beneficial Owners will not receive written confirmation from DTC on their
purchases, but Beneficial Owners are expected to receive written confirmations
providing details of the transaction, as well as periodic statements of their
holdings, from the Participant through which the Beneficial Owner entered into
the transaction. Transfers of ownership interests in the Senior Notes are to be
accomplished by entries made on the books of Participants acting on behalf of
Beneficial Owners. Beneficial Owners will not receive certificates representing
their ownership interests in the Senior Notes except in the event that use of
the book-entry system for the Senior Notes is discontinued.
To facilitate subsequent transfers, all Senior Notes deposited by Direct
Participants with DTC are registered in the name of DTC's partnership nominee,
Cede & Co. The deposit of Senior Notes with DTC and their registration in the
name of Cede & Co. effect no change in beneficial ownership. DTC has no
knowledge of the actual Beneficial Owners, of the Senior Notes; DTC's records
reflect only the identity of the Direct Participants to whose accounts such
Senior Notes are credited, which may or may not be the Beneficial Owners. The
Participants will remain responsible for keeping account of their holdings on
behalf of their customers.
Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by
Participants to Beneficial Owners will be governed by arrangements among them,
subject to any statutory or regulatory requirements as may be in effect from
time to time.
Neither DTC nor Cede & Co. will consent or vote with respect to the Senior
Notes. Under its usual procedures, DTC would mail an Omnibus Proxy to the
Company as soon as possible after the record date. The Omnibus Proxy assigns
Cede & Co.'s consenting or voting rights to those Direct Participants to whose
accounts the Bonds are credited on the record date (identified in a listing
attached to the Omnibus Proxy).
Principal and interest payments on the Senior Notes will be made to DTC.
DTC's practice is to credit Direct Participants' accounts on the payable date in
accordance with their respective holdings shown on DTC's records unless DTC has
reason to believe that it will not receive payment on the payable date. Payments
by Participants to Beneficial Owners will be governed by standing instructions
and customary practices, as is the case with securities held for the accounts of
customers in bearer form or registered in "street name", and will be the
responsibility of such Participant and not of DTC, the Company or the Trustee,
subject to any statutory or regulatory requirements as may be in effect from
time to time. Payment of principal and interest to DTC is the responsibility of
the Company or the Trustee, disbursement of such payments to Direct Participants
shall be the responsibility of DTC, and disbursements of such payments to the
Beneficial Owners shall be the responsibility of Participants.
DTC may discontinue providing its service as securities depository with
respect to the Senior Notes at any time by giving reasonable notice to the
Company or the Trustee. Under such circumstances, in the event that a successor
securities depository is not obtained, Senior Note certificates are required to
be printed and delivered.
The Company may decide to discontinue use of the system of book-entry
transfers through DTC (or a successor securities depository). In that event,
Senior Note certificates will be printed and delivered.
The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that the Company believes to be reliable
(including DTC), but the Company takes no responsibility for the accuracy
thereof.
Neither the Company, the Trustee nor the Underwriters will have any
responsibility or obligation to Participants, or the persons for whom they act
as nominees, with respect to the accuracy of the records of DTC, its nominee or
any Participant with respect to any ownership interest in the Senior Notes, or
payments to, or the providing of notice for Participants or Beneficial Owners.
S-3
<PAGE>
REDEMPTION
The Senior Notes will not be redeemable at the option of the Company prior
to maturity.
LIMITATION ON ISSUANCE OF MORTGAGE BONDS
The Company has agreed not to issue any Mortgage Bonds under its General
Mortgage Indenture and Deed of Trust, dated September 15, 1988, between the
Company and Commerce Bank of Kansas City, N.A., as Trustee (the "General
Mortgage"), without directly securing the Senior Notes equally and ratably with
the Mortgage Bonds and all other obligations and indebtedness secured under the
General Mortgage. As of the date hereof, there are no Mortgage Bonds
outstanding.
USE OF PROCEEDS
The net proceeds to be received by the Company from the sale of the Senior
Notes offered hereby will be used to reduce short-term debt previously incurred
for construction and acquisitions and for general corporate purposes. At August
31, 1997, the Company had outstanding short-term debt (excluding current
maturities of long-term debt) of approximately $160.7 million with a weighted
average interest rate of 5.71%.
RECENT DEVELOPMENTS
On September 17, 1997 the Missouri Public Service Commission (the "MPSC")
announced that the staff of the MPSC filed a complaint against the Company
seeking to reduce annual electric revenues by $28.5 million. This filing
followed an audit of the books and records of the Company, which began when the
Company's Missouri Public Service division filed an electric rate case with the
MPSC seeking to increase annual electric revenues by approximately $24.6
million.
UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting Agreement
and the Pricing Agreement relating to the Senior Notes, each dated September 30,
1997, the Company has agreed to sell to each of the Underwriters named below,
and each of such Underwriters has severally agreed to purchase, the principal
amount of the Senior Notes set forth opposite its name below:
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT
UNDERWRITER OF SENIOR NOTES
- --------------------------------------------------------------------------------- ----------------
<S> <C>
Goldman, Sachs & Co.............................................................. $ 50,000,000
Donaldson, Lufkin & Jenrette Securities Corporation.............................. 50,000,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated........................................................... 50,000,000
----------------
Total........................................................................ $ 150,000,000
----------------
----------------
</TABLE>
Under the terms and conditions of the Underwriting Agreement and the Pricing
Agreement, the Underwriters are committed to take and pay for all of the Senior
Notes, if any are taken.
The Underwriters propose to offer the Senior Notes in part directly to the
public at the initial public offering price set forth on the cover page of this
Prospectus and in part to certain securities dealers at such price less a
concession of 0.35% of the principal amount of the Senior Notes. The
Underwriters may allow, and such dealers may reallow, a concession not to exceed
0.25% of the principal amount of the Senior Notes to certain brokers and
dealers. After the Senior Notes are released for sale to the public, the
offering price and other selling terms may from time to time be varied by the
Underwriters.
The Senior Notes are a new issue of securities with no established trading
market. The Company has been advised by the Underwriters that the Underwriters
intend to make a market in the Senior Notes
S-4
<PAGE>
but are not obligated to do so and may discontinue market making at any time
without notice. No assurance can be given as to the liquidity of the trading
market for the Senior Notes.
In connection with the offering, the Underwriters may purchase and sell the
Senior Notes in the open market. These transactions may include over-allotment
and stabilizing transactions and purchases to cover short positions created by
the Underwriters in connection with the offering. Stabilizing transactions
consist of certain bids or purchases for the purpose of preventing or retarding
a decline in the market price of the Senior Notes; and short positions created
by the Underwriters involve the sale by the Underwriters of a greater number of
Senior Notes than they are required to purchase from the Company in the
offering. The Underwriters also may impose a penalty bid, whereby selling
concessions allowed to broker-dealers in respect of the securities sold in the
offering may be reclaimed by the Underwriters if such Senior Notes are
repurchased by the Underwriters in stabilizing or covering transactions. These
activities may stabilize, maintain or otherwise affect the market price of the
Senior Notes, which may be higher than the price that might otherwise prevail in
the open market; and these activities, if commenced, may be discontinued at any
time. These transactions may be effected in the over-the-counter market or
otherwise.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
S-5
<PAGE>
UTILICORP UNITED INC.
SENIOR NOTES
------------------
UtiliCorp United Inc. (the "Company" or "UtiliCorp") may offer from time to
time up to $250,000,000 aggregate principal amount of its unsecured senior notes
(the "Securities") on terms to be determined at the time of offering. The
specific designation, aggregate principal amount, maturity, rate and times of
payment of interest, if any, redemption and sinking fund terms, if any, other
specific terms and any listing on a securities exchange of each series of the
Securities in respect of which this Prospectus is being delivered will be set
forth in a Prospectus Supplement (the "Prospectus Supplement"), together with
the terms of offering of the Securities. The terms will be established by
negotiation or by competitive bid.
------------------------
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 Company may sell the Securities in any of the following ways: (i)
through underwriters or dealers; (ii) directly to a limited number of purchasers
or to a single purchaser; or (iii) through agents. The names of any such
underwriter or agents and any applicable commissions or discounts will be set
forth in an accompanying Prospectus Supplement. Pricing information and net
proceeds to the Company from the sale of each series of Securities will also be
set forth in such Prospectus Supplement. See "Plan of Distribution" herein.
------------------------
The date of this Prospectus is September 10, 1997.
<PAGE>
NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS,
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER, DEALER OR
AGENT. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF
AN OFFER TO BUY ANY SECURITIES OFFERED HEREBY TO ANY PERSON IN ANY JURISDICTION
IN WHICH IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION TO SUCH PERSON.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER
ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN
IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF.
------------------------
AVAILABLE INFORMATION
The Company is subject to the informational 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 the Office of
the Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and
at the following Regional Offices of the Commission: 7 World Trade Center, New
York, New York 10048 and 500 West Madison Street, Suite 1400, Chicago, Illinois
60661. Copies of such material may be obtained from the Public Reference Section
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. Such reports, proxy statements and other information may also
be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York 10005, and the Pacific Exchange, Inc. 301 Pine Street, San
Francisco, California 94104. Such materials may also be accessed electronically
by means of the Commission's home page on the Internet at http://www.sec.gov.
------------------------
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission pursuant to
the Exchange Act are incorporated in this Prospectus by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996;
(b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1997 and June 30, 1997 and;
(c) The Company's Current Report on Form 8-K dated June 24, 1997.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of this offering shall be deemed to be incorporated by reference
in this Prospectus and to be a part hereof from the date of filing such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be modified or superseded, for purposes
of this Prospectus, to the extent that a statement contained herein or in any
subsequently filed document which is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus has been delivered, on the written or oral
request of any such person, a copy of any or all of the documents referred to
above which have been or may be incorporated in this Prospectus by reference,
other than exhibits to such documents unless such exhibits are specifically
incorporated by reference into such documents. Such requests should be directed
to Mr. Dale J. Wolf, Vice President, Finance, Treasurer and Corporate Secretary,
UtiliCorp United Inc., 20 West Ninth, P.O. Box 13287, Kansas City, Missouri
64199-3287, telephone number (816) 421-6600.
2
<PAGE>
THE COMPANY
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 managed through two primary businesses. UtiliCorp
Energy Delivery consists primarily of domestic transmission and distribution
utility operations and also offers appliance repair and service contracts.
UtiliCorp Energy Group consists of wholesale energy marketing, retail gas
marketing, gas processing, gathering and pipelines, electricity marketing and
electric generation, both regulated and non-regulated independent power
projects. The Company also 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 Executive Offices at 20 West Ninth Street, P.O. Box
13287, Kansas City, Missouri 64199-3287, telephone number (816) 421-6600.
The businesses of the Company are seasonal, with electric revenues peaking
in the summer and gas revenues peaking in the winter.
The Company is actively seeking expansion through the prudent acquisition of
utility and other energy related properties, including electric and gas
operating utilities, interests in electric generating assets, natural gas
gathering systems and proven reserves.
USE OF PROCEEDS
The net proceeds to be received by the Company from the sale of the
Securities offered hereby will be used to reduce outstanding short-term debt
previously incurred for retirement of approximately $69 million of the Company's
10.5% Senior Notes due 2020 and $25 million of the Company's $2.05 Series
Preference Stock, construction and acquisitions and for general corporate
purposes. At June 30, 1997, the Company had outstanding short-term borrowings
(excluding current maturities of long-term debt) of approximately $253 million
with a weighted average interest rate of 6.01%.
As discussed under "The Company", UtiliCorp is actively seeking to make
acquisitions of utility and other energy related properties. Such acquisitions,
if made, may require additional permanent financings. The nature and amount of
such financings will depend on, among other things, market conditions at the
time of the financings.
RATIO OF EARNINGS TO FIXED CHARGES
For the twelve-month period ended June 30, 1997 and the last five fiscal
years, the ratios of earnings to fixed charges of the Company, computed as set
forth below, were as follows:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
TWELVE MONTHS ENDED ---------------------------------------------------------------
JUNE 30, 1997 1996 1995 1994 1993 1992
------------------------- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed
Charges......................... 2.39 2.15 1.93 2.31 2.05 1.76
</TABLE>
The ratio of earnings to fixed charges represents the number of times fixed
charges are covered by earnings. For purposes of computing this ratio, earnings
consist of income before income taxes, plus fixed charges. Fixed charges consist
of interest expense (before allowance for borrowed funds used for construction),
amortization of debt issuance costs and such portion of rental expense which the
Company estimates to be representative of the interest factor attributable to
such rental expense.
3
<PAGE>
DESCRIPTION OF SECURITIES
The following description of the terms of the Securities sets forth certain
general terms and provisions. The particular terms of the Securities offered by
any Prospectus Supplement (the "Offered Securities") will be described therein.
The Securities will be issued under an Indenture, dated as of November 1, 1990,
as supplemented (the "Indenture"), between the Company and The First National
Bank of Chicago, as Trustee (the "Trustee"), a copy of which is filed as an
exhibit to the Registration Statement. The following summaries of certain
provisions of the Indenture do not purport to be complete and are subject to,
and are qualified in their entirety by reference to, all the provisions of the
Indenture, including the definitions therein of certain terms. Wherever
particular sections or defined terms of the Indenture are referred to or used
herein, such sections or defined terms shall be incorporated herein by reference
as part of the statements made.
GENERAL
The Indenture does not limit the aggregate principal amount of the
Securities or of any particular series of Securities which may be issued
thereunder. The Indenture provides that Securities may be issued from time to
time in one or more series. (Section 301). The Securities will be unsecured
obligations of the Company and will rank on a parity with all other unsecured
and unsubordinated indebtedness of the Company.
Reference is made to the Prospectus Supplement relating to the particular
series of Securities offered thereby for the following terms or additional
provisions of the Offered Securities: (1) the title of the Offered Securities;
(2) any limit on the aggregate principal amount of the Offered Securities; (3)
the price (expressed as a percentage of the aggregate principal amount thereof)
at which the Offered Securities will be issued; (4) the date or dates on which
the Offered Securities will mature; (5) the rate or rates (which may be fixed or
variable) per annum at which the Offered Securities will bear interest, if any,
or the method by which such rate or rates, if any, will be determined; (6) the
date from which such interest, if any, on the Offered Securities will accrue,
the dates on which such interest, if any, will be payable, the date on which
payment of such interest, if any, will commence, the record dates for any
interest payment dates and the person, if different than the registered holder
as of the record date, to whom any interest shall be payable; (7) the dates, if
any, on which and the price or prices at which the Offered Securities will,
pursuant to any mandatory sinking fund provisions, or may, pursuant to any
optional sinking fund provisions, be redeemed by the Company, and the other
detailed terms and provisions of such sinking funds; (8) the date, if any, after
which and the price or prices at which the Offered Securities may, pursuant to
any optional redemption provisions, be redeemed at the option of the Company or
of the Holder thereof and the other detailed terms and provisions of such
optional redemptions; (9) any additional restrictive covenants included solely
for the benefit of the Offered Securities; (10) any additional Events of Default
provided solely with respect to the Offered Securities; (11) the currency or
currencies in which the principal of (and premium, if any) and interest, if any,
on the Offered Securities will be payable; (12) the index, if any, with
reference to which the amount of principal of (and premium, if any) or interest,
if any, on the Offered Securities will be determined; (13) whether a Global
Security is to be issued with respect to the Offered Securities, the name of the
Depository for such Global Security and the terms, if any, upon which interests
in the Global Security may be exchanged for definitive Offered Securities; and
(14) any additional terms of the Offered Securities.
Unless otherwise provided in the Prospectus Supplement relating thereto,
principal of (and premium, if any) and interest, if any, on the Securities will
be payable, and the transfer or exchange of the Securities will be registrable,
at the office or agency maintained by the Company for that purpose in New York,
New York, provided that, at the option of the Company interest may be paid by
check mailed to the address of the Person entitled thereto as it appears on the
Security Register. (Sections 301, 305 and 1002).
4
<PAGE>
Unless otherwise indicated in the Prospectus Supplement relating thereto,
the Securities will be issued only in registered form without coupons and in
denominations of $1,000 and integral multiples thereof. (Section 302). No
service charge will be made for any registration of transfer or exchange of the
Securities, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith. (Section 305).
Securities may be issued as Original Issue Discount Securities to be sold at
a substantial discount below their principal amount. Special Federal income tax,
accounting and other considerations applicable thereto will be described in the
Prospectus Supplement relating thereto. "Original Issue Discount Security" means
any security which provides for the declaration of acceleration of the maturity
of an amount less than the principal amount thereof upon the occurrence and
continuance of an Event of Default. (Section 101).
EVENTS OF DEFAULT
An Event of Default is defined in the Indenture, with respect to Securities
of any series, as: (a) a default in the payment of principal of (or premium, if
any, on) any Security at its Maturity; (b) a default in the payment of any
interest on any Security when due, continued for 30 days; (c) a default in the
payment of any sinking fund instalment, when and as due; (d) failure by the
Company for 60 days after due notice in performance of any other of the
covenants or warranties in the Indenture (other than a covenant or warranty
included in the Indenture solely for the benefit of a series of Securities other
than that series); (e) a default under any indebtedness for money borrowed by
the Company resulting in such indebtedness in an aggregate principal amount
exceeding $5,000,000 becoming due prior to maturity, without such acceleration
having been rescinded within 10 days after due notice of such default as
provided in the Indenture; (f) certain events of bankruptcy, insolvency or
reorganization of the Company; and (g) any other Event of Default provided with
respect to Securities of that series. (Section 501).
The Indenture provides that, if any Event of Default with respect to
Securities of any series at the time Outstanding occurs and is continuing,
either the Trustee or the Holders of not less than 25% in principal amount of
the Outstanding Securities of that series may, by notice as provided in the
Indenture, declare the principal amount (or, if the Securities of that series
are Original Issue Discount Securities, such portion of the principal amount as
may be specified in the terms of that series) of all Securities of that series
to be due and payable immediately, but upon certain conditions such declaration
may be annulled and past defaults (except, unless theretofore cured, a default
in payment of principal of (or premium, if any) or interest, if any, on the
Securities of that series and certain other specified defaults) may be waived by
the Holders of a majority in principal amount of the Outstanding Securities of
that series on behalf of the Holders of all Securities of that series. (Sections
502 and 513).
Reference is made to the Prospectus Supplement relating to each series of
Offered Securities which are Original Issue Discount Securities for the
particular provisions relating to acceleration of the Maturity of a portion of
the principal amount of such Original Issue Discount Securities upon the
occurrence of an Event of Default and the continuation thereof.
The Indenture provides that the Trustee will, within 90 days after the
occurrence of a default with respect to Securities of any series at the time
Outstanding, give to the Holders of the Outstanding Securities of that series
notice of such default known to it if uncured or not waived, provided, that,
except in the case of default in the payment of principal of (or premium, if
any) or interest, if any, on any Security of that series, or in the payment of
any sinking fund instalment which is provided, the Trustee will be protected in
withholding such notice if the Trustee in good faith determines that the
withholding of such notice is in the interest of the Holders of the Outstanding
Securities of such series; and, provided further, that such notice shall not be
given until 30 days after the occurrence of a default with respect to
Outstanding Securities of any series in the performance of a covenant in the
Indenture other than for the payment of the principal of (or premium, if any) or
interest, if any, on any Security of such series or the
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deposit of any sinking fund instalment with respect to the Securities of such
series. The term default with respect to any series of Outstanding Securities
for the purpose only of this provision means the happening of any of the Events
of Default specified in the Indenture and relating to such series of Outstanding
Securities, excluding any grace periods and irrespective of any notice
requirements. (Section 602).
The Indenture contains a provision entitling the Trustee, subject to the
duty of the Trustee during default to act with the required standard of care, to
be indemnified by the Holders of any series of Outstanding Securities before
proceeding to exercise any right or power under the Indenture at the request of
the Holders of such series of Securities. (Section 603). The Indenture provides
that the Holders of a majority in principal amount of Outstanding Securities of
any series may direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or other power
conferred on the Trustee, provided that the Trustee may decline to act if such
direction is contrary to law or the Indenture. (Section 512).
The Indenture includes a covenant that the Company will file annually with
the Trustee a certificate of no default, or specifying any default that exists.
(Section 1007).
DEFEASANCE
The Indenture provides that the Company, at its option, (a) will be
discharged from any and all obligations with respect to the Securities (except
for certain obligations which include registering the transfer or exchange of
the Securities, replacing stolen, lost or mutilated Securities, maintaining
paying agencies and holding monies for payment in trust) or (b) need not comply
with certain restrictive covenants of the Indenture, upon the deposit with the
Trustee (and in the case of a discharge, 91 days after such deposit), in trust,
of money, or U.S. Government Obligations, or a combination thereof, which
through the payment of interest thereon and principal thereof in accordance with
their terms will provide money, in an amount sufficient to pay all the principal
of and interest on the Securities on the date such payments are due in
accordance with the terms of the Securities to their stated maturities or to and
including a redemption date which has been irrevocably designated by the Company
for redemption of the Securities. To exercise any such option, the Company is
required to meet certain conditions, including delivering to the Trustee an
opinion of counsel to the effect that the deposit and related defeasance would
not cause the Holders of the Securities to recognize income, gain or loss for
federal income tax purposes. (Sections 403 and 1008).
MODIFICATION OF THE INDENTURE
The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the Holders of not less than 66 2/3% in principal amount of
each series of Outstanding Securities affected thereby (voting as a class), to
execute supplemental indentures adding any provisions to or changing or
eliminating any of the provisions of the Indenture or modifying the rights of
the Holders of Outstanding Securities of such series, except that no such
supplemental indenture may (a) change the Stated Maturity of any Security, (b)
reduce the principal amount of, or the rate of interest or any premium on, any
Security, (c) change the place or currency of payment on any Security, (d)
impair the right to institute suit for the enforcement of any payment on or
after the Stated Maturity thereof, (e) reduce the above-stated percentage of
Outstanding Securities necessary to modify or amend the Indenture, or (f) reduce
the percentage of aggregate principal amount of Outstanding Securities necessary
for waiver of compliance with certain provisions of the Indenture or for the
waiver of certain covenants and defaults. (Section 902).
CONSOLIDATION, MERGER AND SALE OF ASSETS
The Indenture contains a provision permitting the Company, without the
consent of the Holders of any of the Outstanding Securities under the Indenture,
to consolidate with or merge into any other
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corporation or transfer or lease its assets substantially as an entirety to any
Person or to acquire or lease the assets of any Person substantially as an
entirety or to permit any corporation to merge into the Company, provided that:
(i) the successor is a corporation organized under the laws of any domestic
jurisdiction; (ii) the successor corporation, if other than the Company, assumes
the Company's obligations on the Securities and under the Indenture; and (iii)
after giving effect to the transaction, no Event of Default, and no event which,
after notice or lapse of time, would become an Event of Default, shall have
occurred and be continuing. (Section 801).
Unless otherwise indicated in the Prospectus Supplement, certain of the
covenants described above would not necessarily afford the Holders protection in
the event of a highly leveraged transaction involving the Company, such as a
leveraged buyout. However, issuance of debt securities by the Company requires
regulatory approval.
OUTSTANDING SECURITIES
The Indenture provides that, in determining whether the Holders of the
requisite principal amount of Outstanding Securities have given any request,
demand, authorization, direction, notice, consent or waiver under the Indenture,
(i) the portion of the principal amount of an Original Issue Discount Security
that shall be deemed to be Outstanding for such purposes shall be that portion
of the principal amount thereof that could be declared to be due and payable
upon the occurrence of an Event of Default and the continuation thereof pursuant
to the terms of such Original Issue Discount Security as of the date of such
determination, and (ii) Securities owned by the Company or any of its Affiliates
shall not be deemed to be Outstanding. (Section 101).
REGARDING THE TRUSTEE
The Company has a bank line of credit with the Trustee and maintains
depository and other banking relationships with the Trustee.
PLAN OF DISTRIBUTION
The Company may sell the Securities in any of the following ways: (i)
through underwriters or dealers; (ii) directly to a limited number of purchasers
or to a single purchaser; or (iii) through agents. The Prospectus Supplement
with respect to the series of Securities being offered thereby will set forth
the terms of the offering of such Securities, including the name or names of any
underwriters, the purchase price of such Securities and the proceeds to the
Company from such sale, any underwriting discounts and other items constituting
underwriters' compensation, any initial public offering price and any discounts
or concessions allowed or reallowed or paid to dealers and any securities
exchanges on which such Securities may be listed.
If underwriters are used in the sale of a series of Securities, such
Securities will be acquired by the underwriters for their own account and may be
resold from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. The Securities may be either offered to the public through
underwriting syndicates (which may be represented by managing underwriters
designated by the Company), or directly by one or more underwriters acting
alone. Unless otherwise set forth in the Prospectus Supplement, the obligations
of the underwriters to purchase the Securities of the series offered thereby
will be subject to certain conditions precedent, and the underwriters will be
obligated to purchase all such Securities if any are purchased. Any initial
public offering price and any discounts or concessions allowed or reallowed or
paid to dealers may be changed from time to time.
Securities may be sold directly by the Company or through agents designated
by the Company from time to time. The Prospectus Supplement with respect to any
series of Securities sold in this manner will set forth the name of any agent
involved in the offer or sale of such series of Securities as well
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<PAGE>
as any commissions payable by the Company to such agent. Unless otherwise
indicated in the Prospectus Supplement, any such agent is acting on a best
efforts basis for the period of its appointment.
If dealers are utilized in the sale of any series of Securities, the Company
will sell such Securities to the dealers, as principal. Any dealer may then
resell such Securities to the public at varying prices to be determined by such
dealer at the time of resale. The name of any dealer and the terms of the
transaction will be set forth in the Prospectus Supplement with respect to the
Securities being offered thereby.
It has not been determined whether any series of the Securities will be
listed on a securities exchange. Underwriters intend to, but will not be
obligated to, make a market in any series of Securities. The Company cannot
predict the activity of trading in, or liquidity of, any series of the
Securities.
Agents, underwriters and dealers may be entitled, under agreements entered
into with the Company, to indemnification by the Company against certain civil
liabilities, including liabilities under the Securities Act of 1933, as amended,
or to contribution with respect to payments which the agents, underwriters or
dealers may be required to make in respect thereof. Agents, underwriters and
dealers may be customers of, engage in transactions with, or perform services
for the Company in the ordinary course of business.
LEGAL OPINIONS
The legality of the Securities will be passed upon for the Company by
Blackwell Sanders Matheny Weary & Lombardi LLP, Two Pershing Square, 2300 Main
Street, Kansas City, Missouri 64108, and for the underwriter(s), purchaser(s) or
agent(s) by Milbank, Tweed, Hadley & McCloy, 1 Chase Manhattan Plaza, New York,
New York 10005. Milbank, Tweed, Hadley & McCloy from time to time provides legal
services to the Company.
EXPERTS
The consolidated financial statements and schedules included in the
Company's Annual Report on Form 10-K for the years ended December 31, 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.
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO
BUY ANY SECURITIES DESCRIBED IN THIS PROSPECTUS SUPPLEMENT OR AN 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 SUPPLEMENT OR THE PROSPECTUS NOR ANY SALE MADE HEREUNDER OR
THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE
INFORMATION CONTAINED HEREIN OR THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
ITS DATE.
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
<S> <C>
Description of Senior Notes.................... S-2
Use of Proceeds................................ S-4
Recent Developments............................ S-4
Underwriting................................... S-4
PROSPECTUS
Available Information.......................... 2
Incorporation of Certain Documents by
Reference..................................... 2
The Company.................................... 3
Use of Proceeds................................ 3
Ratio of Earnings to Fixed Charges............. 3
Description of Securities...................... 4
Plan of Distribution........................... 7
Legal Opinions................................. 8
Experts........................................ 8
</TABLE>
$150,000,000
UTILICORP UNITED INC.
6.875% SENIOR NOTES DUE 2004
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PROSPECTUS SUPPLEMENT
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GOLDMAN, SACHS & CO.
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
MERRILL LYNCH & CO.
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