UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
UTILICORP UNITED INC.
(Exact name of registrant as specified in its charter)
Delaware 44-0541877
(State of incorporation or organization) (I.R.S. Employer Identification No.)
20 West Ninth Street, Kansas City, Missouri 64105
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Premium Equity Participating Security Units The New York Stock Exchange, Inc.
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If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box.[ ]
Securities Act registration statement file number to which this form relates:
Registration File Nos. 333-86299
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Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The class of securities to be registered hereby are the Premium Equity
Participating Security Units (the "PEPS Units") of UtiliCorp United Inc., a
Delaware corporation.
A description of the PEPS Units is set forth in the Prospectus
Supplement dated September 16, 1999, and filed with the Commission pursuant to
Rule 424 on September 17, 1999, to the Prospectus contained in the registration
statement on Form S-3 (the "Form S-3") of UCU Capital Trust I and UtiliCorp
United, Inc. (Registration Nos. 333-86299 and 333-86299-01), which description
is incorporated herein by reference.
Item 2. Exhibits.
*1(a) --Prospectus and Prospectus Supplement (Rule 424(b)(5) filing
made by UtiliCorp United Inc. on September 17, 1999.)
*4(a)(1) --Indenture, dated as of November 1, 1990, between UtiliCorp
United Inc. and The First National Bank of Chicago, Trustee.
(Exhibit 4(a) to UtiliCorp United's Current Report on Form 8-K,
dated November 30, 1990.)
*4(a)(2) --Form of Supplemental Indenture. (Exhibit 4(d)(11) to UtiliCorp
United Inc.'s Registration Statement No. 333-6707.)
*4(b) --Form of Registration Rights Agreement between UtiliCorp United
Inc. and First Chicago Trust Company of New York, as Rights Agent
(Exhibit 4 to UtiliCorp United Inc's Quarterly Report on Form
10-Q for the period ended September 30, 1996.)
*4(c) --Form of Guarantee Agreement to be delivered by UtiliCorp United
Inc. (Exhibit 4(h) to the Form S-3.)
*4(d) --Certificate of Trust of UCU Capital Trust I. (Exhibit 4(i) to
the Form S-3.)
4(e) --Certificate of Amendment of the Certificate of Trust of UCU
Capital Trust I.
*4(f) --Declaration of Trust of UCU Capital Trust I, dated August 30,
1999. (Exhibit 4(j) to the Form S-3.)
*4(g) --Form of Amended and Restated Declaration of Trust of UCU
Capital Trust I. (Exhibit 4(k) to the Form S-3.)
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*4(h) --Form of Preferred Security. (included as Exhibit A to the Form
of Amended and Restated Declaration of Trust filed as Exhibit
4(k) to the Form S-3.)
*4(i) --Form of Purchase Contract Agreement. (Exhibit 4(m) to the Form
S-3.)
*4(j) --Form of Pledge Agreement. (Exhibit 4(n) to the Form S-3.)
*4(k) --Form of Certificate Evidencing PEPS Units. (included as Exhibit
A to the Form of Purchase Contract Agreement filed as Exhibit
4(m) to the Form S-3.)
*4(l) --Form of Certificate Evidencing Treasury PEPS Units. (included
as Exhibit B to the Form of Purchase Contract Agreement filed as
Exhibit 4(m) to the Form S-3.)
* Incorporated herein by reference.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
UTILICORP UNITED INC.
By: /s/ Dale J. Wolf
Name: Dale J. Wolf
Title: Vice President, Finance, Treasurer and
Corporate Secretary
(Duly authorized representative)
Date: September 21, 1999
Exhibit 4(e)
CERTIFICATE OF AMENDMENT OF THE
CERTIFICATE OF TRUST OF UCU CAPITAL TRUST I
THIS Certificate of Amendment of the Certificate of Trust of UCU
Capital Trust I (the "Trust"), dated September 21, 1999 is being duly executed
and filed by the undersigned trustees to amend a business trust formed under the
Delaware Business Trust Act (12 Del. C. ss. 3801, et seq.).
1. Name. The name of the business trust amended hereby is UCU Capital
Trust I.
2. Amendment of Trust. The Certificate of Trust of the Trust is hereby
amended by changing the name and address of the Delaware Trustee from
Chase Manhattan Bank Delaware, 1201 Market Street, Wilmington,
Delaware, 19801, Attention: Corporate Trust Administration to Bank One
Delaware, Inc., Christiana Center, 201 North Walnut Street,
Wilmington, Delaware 19801, Attention: Legal Department/First USA.
3. Effective Date. This Certificate of Amendment shall be effective upon
filing with the Secretary of State of the State of Delaware.
IN WITNESS WHEREOF, the undersigned, being trustees of the Trust, have
executed this Certificate of Amendment as of the date first above written.
BANK ONE DELAWARE, INC., not in its individual
capacity but solely as trustee
By: /s/ Steven M. Wagner
Name: Steven M. Wagner
Title: Vice President
DALE J. WOLF, not in his individual capacity
but solely as trustee
/s/ Dale J. Wolf
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