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Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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UTILICORP UNITED INC.
(Exact name of Registrant as specified in its charter)
Delaware 44-0541877
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
20 West Ninth Street, Kansas City, Missouri 64105-1711
(Address, including zip code, of Registrant's principal executive offices)
UTILICORP UNITED INC. EMPLOYEE STOCK OPTION PLAN AS AMENDED
(FULL TITLE OF THE PLAN)
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Richard C. Green, Jr
UtiliCorp United Inc.
20 West Ninth Street
Kansas City, Missouri 64105-1711
(816) 421-6600
(Name, address, telephone number, of agent for service)
Copies to:
Dennis P. Wilbert, Esq.
Blackwell Sanders Peper Martin LLP
2300 Main Street, Suite 1100
Kansas City, Missouri 64108
(816) 983-6800
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
Amount Proposed Maximum Proposed Maximum Amount of
Title of Securities to be to be Offering Price Aggregate Registration
Registered Registered* Per Share Offering Price Fee
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<S> <C> <C> <C> <C>
Common Stock, par value
$1 per share..............565,000 shares(1) $36.50(1) $20,622,500(1) $5,734(1)
</TABLE>
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(1) Pursuant to Rule 457(h)(1) under the Securities Act of 1933, the aggregate
offering price and the amount of the registration fee is computed based on
the price of $36.50 per share, the average of the high and low prices of
the Registrant's Common Stock on the New York Stock Exchange on
October 26, 1998, and assuming that 565,000 shares is the maximum number of
the Registrant's securities issuable under the Plan that are covered by the
Registration Statement.
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The contents of UtiliCorp United Inc.'s Registration Statement No. 33-
45074 are incorporated herein by reference.
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SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Kansas City, State of Missouri, on
October 28, 1998.
UTILICORP UNITED INC.
By: /s/ Dale J. Wolf
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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 and on the dated indicated.
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<CAPTION>
Signature Title Date
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RICHARD C. GREEN, JR.* Chairman of the Board October 28, 1998
- ----------------------- and Chief Executive Officer
Richard C. Green Jr. (Principal Executive Officer)
and Director
/s/ Dale J. Wolf Vice President, Finance, Treasurer October 28, 1998
- ----------------------- and Corporate Secretary (Principal
Dale J. Wolf Financial Officer)
JAMES S. BROOK* Vice President, Controller and October 28, 1998
- ----------------------- Chief Accounting Officer
James S. Brook (Principal Accounting Officer)
RICHARD C. GREEN, JR* October 28, 1998
IRVINE O. HOCKADAY, JR* October 28, 1998
JOHN R. BAKER* October 28, 1998
HERMAN CAIN* October 28, 1998
ROBERT K. GREEN* The Board of Directors October 28, 1998
AVIS G. TUCKER* October 28, 1998
ROBERT F. JACKSON, JR.* October 28, 1998
L. PATTON KLINE* October 28, 1998
STANLEY O. IKENBERRY* October 28, 1998
*By: /s/ Dale J. Wolf As attorney-in-fact for the above-named
--------------------- officers and directors pursuant to powers
Dale J. Wolf of attorney duly executed by such persons
</TABLE>
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INDEX TO EXHIBITS
*4(a)(1) By-laws of the Company as amended. (Exhibit 3(a)(1) to the
Company's Annual Report on Form 10-K for the year ended December
31, 1996.)
*4(a)(2) Certificate of Incorporation of the Company. (Exhibit 4(a)(1) to
the Company's Annual Report on Form 10-K for the year ended
December 31, 1991).
*4(a)(3) Certificate of Amendment to Certificate of Incorporation of the
Company. (Exhibit 4(a)(1) to Registration Statement No. 33-16990,
filed September 3, 1987.)
*4(a)(4) Certificate of Amendment to Certificate of Incorporation of the
Company. (Exhibit 4(a)(5) to Registration Statement No. 33-50260,
filed July 31, 1992.)
*4(a)(5) Certificate of Amendment of Certificate of Incorporation dated May
12, 1998. (Exhibit 3.2 to the Company's Quarterly Report on Form
10-Q for the period ended June 30, 1998.)
*4(b)(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(b)(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(b)(3) Second Supplemental Indenture, dated as of November 15, 1991.
(Exhibit 4(a) to the Company's Current Report on Form 8-K, dated
December 19, 1991.)
*4(b)(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.)
*4(b)(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.)
*4(b)(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(b)(7) Sixth Supplemental Indenture, dated as of November 1, 1994.
(Exhibit 4(d)(7) to the Company's Registration Statement on Form
S-3 No. 33-57167, filed January 4, 1995.)
*4(b)(8) Seventh Supplemental Indenture, dated as of June 1, 1995. (Exhibit
4 to the Company's Form 10-Q for the period ended June 30, 1995.)
*4(b)(9) Eighth Supplemental Indenture, dated as of October 1, 1996.
(Exhibit 4(d)(9) to the Company's Annual Report on Form 10-K for
the year ended December 31, 1996.)
*4(b)(10) Ninth Supplemental Indenture, dated as of September 1, 1997
(Exhibit 4 to the Company's quarterly report on Form 10-Q for the
period ended September 30, 1997.)
*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.)
Long-Term debt instruments of the Company in amounts not
exceeding 10 percent of the total assets of the Company and its
subsidiaries on a consolidated basis will be funished to the
Commission upon request.
*4(d)(1) Indenture, dated as of June 1, 1995, Junior Subordinated
Debentures. (Exhibit 4(d)(1) to the Company's Annual Report on
Form 10-K for the year ended December 31, 1995.)
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*4(d)(2) First Supplemental Indenture, dated as of June 1, 1995, Supplement
to Indenture dated June 1, 1995. (Exhibit 4(d)(2) to the Company's
Annual Report on Form 10-K for the year ended December 31, 1995.)
*4(e) Form of Rights Agreement between UtiliCorp United Inc. and First
Chicago Trust Company of New York, as Rights Agent. (Exhibit 4 to
the Company's Form 10-Q for the period ended September 30, 1996.)
5 -Opinion of Blackwell Sanders Peper Martin LLP
23(a) -Consent of Arthur Andersen LLP
23(b) -Consent of Blackwell Sanders Peper Martin LLP (included in
opinion filed as Exhibit 5).
24 -Powers of Attorney executed by certain officers and the
Board of Directors of the Company.
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* Exhibits marked with an asterisk are incorporated by reference as
indicated pursuant to Rule 411(c).
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EXHIBIT 5
October 28, 1998
UtiliCorp United Inc.
20 West 9th Street
Kansas City, Missouri 64105
Gentlemen:
We have acted as counsel to UtiliCorp United Inc. (the "Company") in
connection with the proposed offering of up to 565,000 shares of Common Stock
of the Company (the "Common Stock") pursuant to the Company's Employee Stock
Option Plan.
In connection with the foregoing, we have examined such documents, corporate
and other records and such questions of law as we deemed appropriate for the
purpose of the opinion expressed herein. We are of the opinion that when such
565,000 shares of Common Stock have been issued and sold by the Company, such
shares will constitute legally issued, fully paid and nonassessable shares of
the Company.
We consent to the filing of this opinion as an exhibit to the registration
statement pursuant to which such shares will be sold and to the reference to
us under such registration statement.
Yours very truly,
/s/ Blackwell Sanders Peper Martin, LLP
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8, used to register
565,000 shares of UtiliCorp United Inc.'s common stock, of our reports dated
February 3, 1998, included in UtiliCorp United Inc.'s Annual Report on Form
10-K for the year ended December 31, 1997, and to all references to our firm
included in this Registration Statement.
Kansas City, Missouri,
October 28, 1998
/s/ Arthur Andersen LLP
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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. or Dale J. Wolf,
our agent and attorney-in-fact, for each of us and in our respective behalves
as Directors and/or as Officers of UtiliCorp United Inc., to sign and execute
a Registration Statement on Form S-8, and any amendments thereto, relating to
the registration with the Securities and Exchange Commission of not more than
565,000 shares of Common Stock of UtiliCorp United Inc. to be issued pursuant
to the UtiliCorp United Inc. Employee Stock Option Plan.
Executed this 5th day of August, 1998.
/s/ Richard C. Green, Jr. /s/ Avis G. Tucker
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RICHARD C. GREEN, JR. AVIS G. TUCKER
/s/ Irvine O. Hockaday, Jr. /s/ Robert F. Jackson, Jr.
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IRVINE O. HOCKADAY, JR. ROBERT F. JACKSON, JR.
/s/ John R. Baker /s/ L. Patton Kline
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JOHN R. BAKER L. PATTON KLINE
/s/ Herman Cain /s/ Stanley O. Ikenberry
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HERMAN CAIN STANLEY O. IKENBERRY
/s/ Robert Green
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ROBERT GREEN DALE J. WOLF
/s/ James S. Brook
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JAMES S. BROOK
