UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 5, 1999 (March 4, 1999)
UTILICORP UNITED INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other Jurisdiction of Incorporation)
1-3562 44-0541877
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(Commission File Number) (IRS Employer Identification No.)
20 West 9th Street, Kansas City, Missouri 64105
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(Address of principal executive offices) (Zip Code)
(816) 421-6600
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(Registrant's telephone number including area code)
Not applicable
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(Former name of former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On March 4, 1999, UtiliCorp United Inc., a Delaware corporation
("UtiliCorp"), and St. Joseph Light & Power Company, a Missouri corporation
("St. Joseph"), entered into an Agreement and Plan of Merger (the "Merger
Agreement") providing for the merger of St. Joseph with and into UtiliCorp.
Under the terms of the Merger Agreement, at the closing of the merger each
outstanding share of St. Joseph common stock will be converted into the right to
receive UtiliCorp common stock worth $23.00, determined on the basis of the
average trading prices for UtiliCorp common stock during the 20 trading days
ending on the fifth trading day prior to the closing. The merger is intended to
qualify as a tax-free reorganization and a pooling-of-interests for accounting
and financial reporting purposes, and is subject to certain conditions,
including the approval of St. Joseph's stockholders and certain state and
federal regulatory agencies.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS
99 Form of Joint Press Release of UtiliCorp United Inc. and St. Joseph Power
and Light Company dated March 5, 1999.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
UTILICORP UNITED INC.
By: /s/ Dale J. Wolf
Dale J. Wolf
Vice President, Finance, Treasurer
and Corporate Secretary
Date: March 5, 1999
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EXHIBIT INDEX
NUMBER DESCRIPTION
99 Form of Joint Press Release of UtiliCorp United Inc. and St. Joseph Power
and Light Company dated March 5, 1999.
EXHIBIT 99
UTILICORP UNITED AND ST. JOSEPH LIGHT & POWER
IN MISSOURI MERGER AGREEMENT
KANSAS CITY, MO, March 5, 1999 -- UtiliCorp Untied (NYSE:UCU) and St.
Joseph & Light & Power Company (NYSE:SAJ) today announced that the two companies
have signed a definitive agreement to merge in a transaction valued at
approximately $190 million.
Under the terms of the agreement, Light & Power shareholders will
receive a fixed value of $23 per share for their Light & Power common stock that
will be converted into shares of UtiliCorp common when the merger is completed.
This represents a premium of 36 percent, based on Light & Power's closing price
of $16.88 on Thursday, March 4.
Based in Kansas City, Missouri, UtiliCorp United is an international energy
company with customers and operations across the U.S. and overseas. St. Joseph
Light & Power is an electric and gas utility headquartered in St. Joseph,
Missouri, approximately 50 miles north of Kansas City.
The agreement has been approved by the boards of directors of both
companies, and is subject to approvals by Light & Power shareholders, and by
state and federal regulatory agencies. UtiliCorp shareholder approval is not
required.
Officials of both companies said they expected the merger to be completed
sometime in 2000, and upon closing Light & Power would continue operations as a
unit of UtiliCorp.
The agreement joins two of Missouri's most experienced utilities. St.
Joseph Light & Power has been serving the energy needs of northwest Missouri
since 1883, while UtiliCorp United's predecessor company, Missouri Public
Service, has served west central Missouri since 1917.
Richard C. Green, Jr., UtiliCorp chairman and chief executive officer,
termed the merger "a good fit."
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"This agreement brings together two companies with compatible views about
the importance of customers, the value of employees and the future direction of
the industry. The merger strengthens our competitive position in our home state
and in the Midwest.
"As we pursue our growth strategies, UtiliCorp seeks to achieve a balance
between investments in regulated and unregulated energy activities, and between
domestic and international operations. This transaction contributes to that goal
and will benefit UtiliCorp's customers and shareholders," Green said.
Terry F. Steinbecker, Light & Power president and chief executive officer
said, "As deregulation of our industry continued to unfold, our management and
board of directors in conjunction with outside advisors, re-evaluated our
strategies to provide shareholder value and reliable service at competitive
prices to our customers. As a result, we proceeded to seek a merger with an
industry leader with the financial strength, the size and the commitment to
growth to better achieve those objectives.
"Not only is UtiliCorp a neighbor, serving communities east and south of
Light & Power's service area, but it is a consistent industry leader in both
energy marketing and distribution as well as a strong advocate for consumer
choice.
"We see this as an excellent opportunity to enhance our shareowners'
investment as well as provide a reliable energy supply for our customers in a
competitive market in the future," Steinbecker said.
Light & Power has achieved distinction as a low-cost provider of quality,
reliable energy services in its 3,300-square mile service area in northwest
Missouri. Its rates are among the lowest in the state.
"Our employees will have access to career opportunities created by being a
part of a larger, growing company, while community organizations also could
benefit. UtiliCorp, like Light & Power, has a history of community and civic
involvement. UtiliCorp has agreed to establish an advisory board of existing
Light & Power directors to consult with that company on community matters,"
Steinbecker said.
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As of March 1, UtiliCorp had about 60.9 million shares of common stock
outstanding with an indicated annual dividend of $1.80 per share. Light & Power
has about 8.2 million shares of common stock outstanding. Its indicated annual
dividend is $1.00 per share.
UtiliCorp has 5,500 employees and in 1998 reported record earnings
available for common shares of $132.2 million on record sales of $12.6 billion.
Light & Power has 350 employees and in 1998 posted earnings of $10.6 million on
record revenues of $124.4 million.
Light & Power serves 66,000 electric and gas customers in all or part of 10
counties in northwest Missouri. The company maintains facilities in St. Joseph,
Maryville, and Mound City, Missouri.
UtiliCorp serves more than three million customers in eight states and in
Canada, Australia, New Zealand and the United Kingdom. Its Missouri Public
Service unit serves nearly 250,000 electric and gas customers in western
Missouri, mostly east of Kansas City.
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