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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
UTILICORP UNITED INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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To date UCU Shareholder Relations has only received proxy vote cards from 30
percent of employee shareholders. Since the employee shareholder vote is
especially critical for this proxy, please remind your employees about the
need to vote their shares. Not voting on these issues is the same as voting
"no."
If your employees -- or any other shareholders -- need a duplicate proxy
card, they can call Shareholder Relations at 1-800-487-6661 (467-3513 or
467-3087 for Kansas City area employees).
Unlike typical proxies, five of the eight issues on this one require approval
by a majority of shares outstanding. (Most proxy issues must be approved by a
majority of the shares that are voted.) Also unlike typical proxy votes, only
the shareholder of record -- not a broker or the company -- can vote on these
five issues. The reason for the increased requirement is that they would amend
UtiliCorp's certificate of incorporation. The five issues include four
anti-takeover measures and one that would increase the number of shares that
UCU is authorized to issue.
In case you need more information, here's a copy of the March InfoNet
Managers Pak related to the proxy vote, or look at page 3 of the April issue
of InfoNet...
And if you have questions about the proxy vote, call Ellen Fairchild at
816-467-3506 or send an e-mail.
- --Diane Walker
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[LETTERHEAD]
INFONET MANAGERS PAK - 1ST QUARTER SPECIAL EDITION, MARCH 1998
EMPLOYEE TALKING POINTS
A CORPORATE COMMUNICATIONS RESOURCE FOR UCU MANAGERS TO USE IN DISCUSSIONS WITH
EMPLOYEES.
EXPLAINING THE UCU PROXY VOTE
BACKGROUND
UtiliCorp recently mailed proxy cards and statements to shareholders, along
with the annual report. Unlike typical proxies, this one includes five
issues that would amend UCU's certificate of incorporation. Such amendments
require a vote of support from a majority of UCU's outstanding shares.
(Typical proxy votes only require a simply majority of the votes that are
cast.) The ones that require all-shareholder approval are four issues
designed to help protect the company against an unwanted takeover and one
authorizing the issue of additional shares.
Employee shareholder votes are always important, but they are particularly
important for this proxy vote. And gaining approval of the proxy items is
considered critical to protecting UCU's ability to choose its own destiny.
Please share the following information with your employees so they can
understand the issues as well as how important it will be for them to vote
their proxies.
POINTS
- The proxy cards and statements were mailed in late March. Please
encourage employees to complete and return their proxies by
mid-April. To be counted, proxies must be received prior to the
shareholder meeting, which is set for May 6.
- Employees own 12% - 6.4 million - of UCU's 53.7 million outstanding
shares, so their votes are critical.
- The anti-takeover proxy issues are numbers 5 through 8. In
addition, item 4 relates to increasing the number of shares that
UCU can issue. Explanations of the anti-takeover proposals begin
on page 22 of the proxy statement. Each proposal outlines the
advantages and disadvantages of the proposed changes. There is
also a section on page 23 that lists the anti-takeover provisions
that UCU already has in place.
- Since UtiliCorp needs a majority of outstanding shares to vote
"For" the proxy issues, it's important to know that not voting your
proxy is the same as voting "Against."
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- Each proxy issue will be considered individually, so shareholders
will need to check "For" or "Against" for each one.
- UtiliCorp's Board of Directors has unanimously approved and
recommends that stockholders vote "For" all the proposals.
- Employees who need to request a duplicate proxy card can call the
UCU shareholder line, 800-487-6661 (467-3513 or 467-3087 for Kansas
City area employees).
A LOOK AT THE PROS AND CONS
(NOTE: THE PROXY STATEMENT THAT WAS MAILED TO SHAREHOLDERS IN LATE MARCH
CONTAINS A MORE DETAILED EXPLANATION OF THESE ISSUES. MANAGEMENT RECOMMENDS
THAT YOU REVIEW THE PROXY STATEMENT BEFORE YOU VOTE YOUR PROXY CARD. THE UCU
BOARD HAS UNANIMOUSLY RECOMMENDED THAT SHAREHOLDERS VOTE "FOR" EACH OF THESE
PROXY ISSUES.)
1. To elect three Directors of the Company to hold office for three years
and until their successors have been duly elected and qualified.
THIS RELATES TO THE ANNUAL ELECTION OF OFFICERS, A ROUTINE PROXY ITEM.
2. To consider and act upon a proposal to approve an amendment to the UCU
Annual and Long-Term Incentive Plan.
THIS RELATES TO EXECUTIVE COMPENSATION, ALSO A ROUTINE PROXY ITEM.
3. To consider and act upon a proposal to amend the Amended and Restated
1986 Stock Incentive Plan to allow the issuance of an additional 2
million shares pursuant to the plan.
THIS AUTHORIZES UCU TO ISSUE ADDITIONAL SHARES FOR UCU'S STOCK INCENTIVE
PLAN, WHICH IS USED AS AN INCENTIVE FOR EMPLOYEES.
4. To consider and act upon a proposal to amend the Certificate of
Incorporation to increase the number of authorized shares of common stock
to 200 million.
THIS AUTHORIZES UCU TO ISSUE ADDITIONAL SHARES FOR FUTURE FINANCING,
INVESTMENT OPPORTUNITIES, STOCK DIVIDENDS, ETC.
5. To consider and act upon an amendment to the Certificate of Incorporation
of the Company to allow the Board to designate voting rights for
preference stock.
THIS ANTI-TAKEOVER MEASURE WOULD GIVE THE UCU BOARD THE POWER TO DESIGNATE
THE VOTING RIGHTS OF PREFERENCE STOCK, SIMILAR TO THE POWER IT ALREADY HAS
RELATED TO COMMON STOCK.
6. To consider and act upon an amendment to the Certificate of Incorporation
of the Company to increase the number of shares required to call a
special meeting.
THIS ANTI-TAKEOVER MEASURE WOULD PREVENT A SMALL NUMBER OF SHAREHOLDERS
FROM CALLING A SPECIAL MEETING TO MAKE PROPOSALS THAT COULD BE DISRUPTIVE
TO UCU.
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7. To consider and act upon an amendment to the Certificate of Incorporation
of the Company to eliminate cumulative voting.
THIS ANTI-TAKEOVER MEASURE WOULD PREVENT A MINORITY OF SHAREHOLDERS FROM
OBTAINING REPRESENTATION ON UCU'S BOARD IN ORDER TO ELECT A DIRECTOR WHO IS
INTENT ON A TAKEOVER.
8. To consider and act upon an amendment to the Certificate of Incorporation
of the Company to provide for removal of board members only for cause.
THIS ANTI-TAKEOVER MEASURE HELPS PREVENT REMOVAL OF A DIRECTOR UNLESS
REMOVAL IS WARRANTED FOR REASONS OTHER THAN TO TAKE CONTROL OF THE BOARD.
9. To consider and transact such other business as may properly come before the
meeting or any adjournment thereof.
THIS IS A ROUTINE PROXY ITEM.
