<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 31, 1999
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------------------
<TABLE>
<S> <C> <C>
UTILICORP UNITED INC. DELAWARE 44-0541877
UCU CAPITAL TRUST I DELAWARE APPLIED FOR
(Exact name of each (State of incorporation or (I.R.S. Employer
registrant organization of each Identification Number)
as specified in its registrant)
charter)
</TABLE>
20 WEST NINTH STREET
KANSAS CITY, MISSOURI 64105
(816) 421-6600
(Address, including zip code and telephone number, including
area code, of each registrants, principal executive office)
RICHARD C. GREEN, JR.
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
20 WEST NINTH STREET
KANSAS CITY, MISSOURI 64105
(816) 421-6600
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
WITH COPIES TO:
<TABLE>
<S> <C>
DENNIS P. WILBERT, ESQ. ROBERT W. MULLEN, JR., ESQ.
Blackwell Sanders Peper Martin LLP Milbank, Tweed, Hadley & McCloy LLP
2300 Main Street, Suite 1100 1 Chase Manhattan Plaza
Kansas City, Missouri 64108 New York, New York 10005
(816) 983-8000 (212) 530-5000
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the registration statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
investment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of earlier effective
registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
OFFERING PRICE AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO BE AMOUNT TO BE PER OFFERING REGISTRATION
REGISTERED REGISTERED(1) SECURITY(2) PRICE(3) FEE
<S> <C> <C> <C> <C>
Common Stock, par value $1.00 per share of
UtiliCorp United Inc.(4)...................
Debt Securities of UtiliCorp United
Inc.(5)....................................
Stock Purchase Contracts of UtiliCorp United
Inc........................................
Stock Purchase Units of UtiliCorp United
Inc.(5)....................................
Subordinated Debentures of UtiliCorp United
Inc........................................
Guarantee of UtiliCorp United Inc. in
connection with Preferred Securities of UCU
Capital Trust I(6).........................
Preferred Securities of UCU Capital Trust
I..........................................
Total.................................... 1,038,000,000 100% 1,038,000,000 $222,384
</TABLE>
(1) Such amount in U.S. dollars or the equivalent thereof in other currencies,
including composite currencies, as shall result in an aggregate offering
price for all securities of $1,038,000,000.
(2) Omitted pursuant to General Instruction II.D. of Form S-3.
(3) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act of 1933, as amended.
(4) Includes (a) an indeterminate number of shares of Common Stock to be issued
by UtiliCorp United Inc. upon settlement of the Stock Purchase Contracts and
(b) a Preference Stock Purchase Right attached to each share of Common
Stock, that prior to the occurrence of certain events, will not be evidenced
separately from the Common Stock.
(5) Each Stock Purchase Unit of UtiliCorp United Inc. consists of (a) a Stock
Purchase Contract, under which the holder, upon settlement, will purchase an
indeterminate number of shares of Common Stock of UtiliCorp United Inc. and
(b) either a beneficial interest in Preferred Securities of UCU Capital
Trust I or debt obligations of third parties, including U.S. Treasury
securities, purchased with the proceeds from the sale of the Stock Purchase
Units. Each beneficial interest will be pledged to secure the obligation of
such holder to purchase such shares of Common Stock. No separate
consideration will be received for the Stock Purchase Contracts.
(6) No separate consideration will be received for the guarantee by UtiliCorp
United Inc.
The prospectus included in this Registration Statement is a combined
prospectus as permitted by Rule 429 under the Securities Act of 1933. If the
Securities are issued as Debt Securities or Common Stock, par value $1.00 per
share, of UtiliCorp United Inc., the prospectus will also cover $238,059,375 of
Debt Securities and Common Stock previously registered and unissued
(Registration Statement No. 333-67067).
----------------------------------
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
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- --------------------------------------------------------------------------------
<PAGE>
PROSPECTUS
SUBJECT TO COMPLETION, DATED , 1999
[LOGO]
UCU CAPITAL TRUST I
------------------
$1,038,000,000
DEBT SECURITIES
COMMON STOCK
STOCK PURCHASE CONTRACTS
STOCK PURCHASE UNITS
SUBORDINATED DEBENTURES
TRUST PREFERRED SECURITIES AND RELATED GUARANTEE
------------------
We will provide specific terms of these securities in supplements to this
prospectus.
You should read this prospectus and any supplement carefully before you invest.
------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
This Prospectus is dated , 1999
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-------
<S> <C>
About This Prospectus....................................... 2
Where You Can Find More Information......................... 3
UtiliCorp United Inc........................................ 4
The Trust................................................... 4
Use of Proceeds............................................. 5
Accounting Treatment Relating to Trust Securities........... 5
Ratios of Earnings to Fixed Charges......................... 5
Description of Common Stock................................. 5
Description of Debt Securities.............................. 9
Description of Trust Preferred Securities................... 22
Description of The Guarantee................................ 32
Description of Stock Purchase Contracts And Stock Purchase
Units..................................................... 36
Plan of Distribution........................................ 36
Legal Matters............................................... 38
Experts..................................................... 38
</TABLE>
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we, together with
the Trust, filed with the Securities and Exchange Commission utilizing a "shelf"
registration process. Under this shelf process, UtiliCorp and the Trust may,
from time to time, sell any combination of the securities described in this
prospectus in one or more offerings up to a total dollar amount of
$1,038,000,000. This prospectus provides you with a general description of the
securities that may be offered. Each time UtiliCorp and the Trust sells
securities, we will provide a prospectus supplement that will contain specific
information about the terms of that offering. The prospectus supplement may also
add, update or change information contained in this prospectus. You should read
both this prospectus and any prospectus supplement together with additional
information described under the heading "Where You Can Find More Information."
Unless otherwise indicated or unless the context requires otherwise, all
references in this prospectus to "UtiliCorp," "we," "our," "us," or similar
references mean UtiliCorp United Inc.
2
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any of these materials at the
SEC's Public Reference Room at 450 Fifth Street, N.W., Washington D.C. 20549.
You may obtain information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. We file information electronically with the
SEC. The SEC maintains an Internet site that contains reports, proxy and
information statements and other information regarding issuers that file
electronically with the SEC. The address of the SEC's Internet site is
http://www.sec.gov. UtiliCorp's Internet address is http://www.utilicorp.com.
The SEC allows us to "incorporate by reference" the information we file with
them, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is considered
to be part of this prospectus, and information that we file later with the SEC
will automatically update and supersede this information. We incorporate by
reference the documents listed below and any future filings we make with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934:
a. Annual Report on Form 10-K for the fiscal year ended December 31, 1998.
b. Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31,
June 30, 1999.
c. Current Reports on Form 8-K dated March 5 and May 14, 1999.
d. The description of Common Stock contained in our Registration Statement
on Form 8-B dated May 5, 1987 and the description of the Preference Stock
Purchase Rights set forth in our Registration Statement on Form 8-A dated
March 4, 1997.
You may request a copy of these filings, at no cost, by telephoning or
writing to us at the following address:
Shareholder Relations
UtiliCorp United Inc.
20 West Ninth Street
Kansas City, Missouri, 64105
816-421-6600
This prospectus is part of a registration statement we filed with the SEC.
You should rely only on the information contained in this prospectus and in any
prospectus supplement. We have not authorized any other person to provide you
with different information. If anyone provides you with different or
inconsistent information, you should not rely on it.
3
<PAGE>
UTILICORP UNITED INC.
UtiliCorp is a multinational energy and energy services company
headquartered in Kansas City, Missouri. UtiliCorp's executive offices are
located at 20 West Ninth Street, Kansas City, Missouri 64105, and its telephone
number is (816) 421-6600.
THE TRUST
The Trust is a statutory business trust that was created in August 1999
under the Delaware Business Trust Act. The Trust currently is governed by:
- a declaration of trust dated as of August 30, 1999, that was executed by
UtiliCorp, as a sponsor of the Trust, and by certain trustees of the
Trust; and
- a certificate of trust dated as of August 30, 1999, filed with the
Secretary of State of the State of Delaware.
Prior to the issuance of the trust preferred securities, the declaration of
trust will be amended and restated in its entirety, substantially in the form
filed as an exhibit to the registration statement.
At such time as the Trust issues and sells the trust preferred securities,
UtiliCorp will purchase the trust common securities in an aggregate liquidation
amount equal to at least three percent of the total capital of the Trust. The
trust common securities will constitute all of the common securities of the
Trust. Upon the sale and issuance of the trust securities, the Trust will use
all of the proceeds to purchase subordinated debentures from UtiliCorp. The
Trust exists for the exclusive purposes of:
- selling and issuing the trust securities, which represent undivided
beneficial ownership interests in the assets of the Trust;
- using the proceeds from such sale and issuance to purchase the
subordinated debentures; and
- except as otherwise set forth in the declaration of trust, engaging in
only those other activities necessary or incidental to the purposes set
forth above.
The Trust has a term of approximately seven years but may be dissolved
earlier as provided in the declaration of trust.
The Trust's business and affairs will be conducted initially by five
trustees appointed by us, as sole holder of the common securities. Three of the
trustees are our employees, officers or persons affiliated with us. Pursuant to
the declaration of trust, the fourth trustee is The Chase Manhattan Bank, a
financial institution that is unaffiliated with us, which serves as the property
trustee under the declaration of trust and as indenture trustee for the purposes
of complying with the provisions of the Trust Indenture Act of 1939. The fifth
trustee is Chase Manhattan Bank Delaware, who will serve as trustee in the State
of Delaware for the purpose of complying with the provisions of Delaware
Business Trust Act. The Chase Manhattan Bank also will act as trustee under our
guarantee of the trust preferred securities for the purposes of complying with
the Trust Indenture Act.
The property trustee will own and hold legal title to the subordinated
debentures for the benefit of the Trust and the holders of the trust securities.
The property trustee will have the legal power to exercise all of the rights,
powers and privileges of a holder of subordinated debentures under the
subordinated indenture. In addition, the property trustee will establish and
maintain exclusive control of a segregated non-interest bearing trust account to
hold all payments made in respect of the subordinated debentures for the benefit
of the holders of the trust preferred securities. The property trustee will use
funds from the trust account to make distribution payments and any payments on
liquidation, redemption or otherwise to the holders of the trust preferred
securities.
We, as holder of all of the Trust's outstanding common securities, will have
the
4
<PAGE>
right to appoint, remove or replace any trustee and to increase or decrease the
number of trustees, provided that the Trust always will have at least three
trustees. Furthermore, we, as issuer of the subordinated debentures, will pay
all fees and expenses related to the Trust's ongoing affairs and operations
(including any taxes, duties, assessments or governmental charges of whatever
nature (other than withholding taxes)), including the offering of the trust
securities.
The rights of the holders of the trust preferred securities, including any
economic rights, rights to information and voting rights, are set forth in the
declaration trust, the Delaware Business Trust Act and the Trust Indenture Act.
The Delaware trustee's offices are located at 1201 Market Street,
Wilmington, Delaware 19801. The Trust's principal place of business is in care
of UtiliCorp United Inc., 20 West Ninth Street, Kansas City, Missouri, 64105.
Its telephone number is (816) 421-6600.
USE OF PROCEEDS
Unless otherwise set forth in a prospectus supplement, the net proceeds from
the sale of the offered securities will be used for general corporate purposes
including repayment of debt, construction and acquisitions. At June 30, 1999, we
had outstanding short-term borrowings (excluding current maturities of long-term
debt) of approximately $467.2 million.
ACCOUNTING TREATMENT RELATING TO TRUST SECURITIES
The financial statements of the Trust will be consolidated with our
financial statements, with the trust preferred securities shown on our
consolidated financial statements as obligated mandatory redemption preferred
securities of a consolidated trust. Our financial statements will include a
footnote that discloses, among other things, that the sole assets of the Trust
consist of our subordinated debentures and will specify the designation,
principal amount, interest rate and maturity date of the subordinated
debentures.
RATIO OF EARNINGS TO FIXED CHARGES
Our ratio of earnings to fixed charges for each of the periods indicated is
as follows:
<TABLE>
<CAPTION>
TWELVE MONTHS
ENDED JUNE 30, YEARS ENDED DECEMBER 31,
----------------- ------------------------------------------
1999 1998 1997 1996 1995
----------------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges........................... 2.36 2.43 2.46 2.15 1.93
<CAPTION>
1994
---------
<S> <C>
Ratio of Earnings to Fixed Charges........................... 2.31
</TABLE>
The ratio of earnings to fixed charges represents the number of times fixed
charges are covered by earnings. For the purpose of this ratio, "earnings" is
determined by adding pretax income to "fixed charges". For this purpose "fixed
charges" consists of (1) interest on all indebtedness and amortization of debt
discount and expense, (2) interest capitalized and (3) an interest factor
attributable to rentals.
DESCRIPTION OF COMMON STOCK
GENERAL
The following description of our common stock is a summary and is not
complete. You should refer to our governing corporate documents and our Michigan
Gas Utilities Indenture, dated as of July 1, 1951, which secures the first
mortgage bonds issued by Michigan Gas Utilities Company and assumed by us in
connection with our acquisition of Michigan Gas Utilities Company in 1989.
5
<PAGE>
We are authorized to issue up to 230,000,000 shares of capital stock
consisting of:
- 200,000,000 shares of common stock, par value $1 per share;
- 10,000,000 shares of preference stock, without par value; and
- 20,000,000 shares of Class A common stock, par value $1 per share.
DIVIDEND RIGHTS AND LIMITATIONS
Subject to the limitations referred to below, our board of directors may
declare dividends on our capital stock out of funds legally available for that
purpose.
Cash dividends on our capital stock are restricted by provisions of the
Michigan Gas Utilities Indenture. Under the most restrictive of these
provisions, we may not declare or pay any dividend, other than a dividend
payable in shares of our capital stock, if, after giving effect to the dividend,
the sum of:
- the aggregate amount of all dividends declared and all other distributions
made, other than dividends declared or distributions made in shares of our
capital stock, subsequent to December 31, 1984; plus
- the excess, if any, of the amount applied to or set apart for the
acquisition of any shares of our capital stock subsequent to December 31,
1984, over amounts received by us as the net cash proceeds of sales of
shares of our capital stock subsequent to that date, would exceed the sum
of our net income since January 1, 1985, plus $50 million.
In addition, we may not declare dividends unless we maintain a tangible net
worth of at least $250 million and the total principal amount of our outstanding
indebtedness does not exceed 70% of our capitalization. None of our retained
earnings was restricted as to payment of cash dividends on our capital stock as
of June 30, 1999.
VOTING RIGHTS
Holders of our common stock are entitled to one vote for each share held of
record. Our board of directors is divided into three classes, and each year one
class is elected to serve a three-year term. Holders of common stock do not have
cumulative voting in the election of directors. Accordingly, the holders of more
than 50% of the outstanding shares of our common stock voting for the election
of directors can elect all the directors, and the remaining holders will not be
able to elect any directors.
LIQUIDATION RIGHTS
Our outstanding common stock is, and the common stock that may be offered
from time to time, when issued and paid for will be, fully paid and
non-assessable. Holders of common stock do not have any preemptive rights. On
liquidation, the holders of the common stock will be entitled to all amounts
remaining for distribution after payment of the liquidation preferences of the
outstanding shares, if any, of the Class A common stock and the preference
stock.
CLASS A COMMON STOCK AND PREFERENCE STOCK
Without action by our stockholders, our board of directors may issue one or
more series of Class A common stock or preference stock that may have terms more
favorable than the common stock, including preferential dividend, liquidation,
redemption and voting rights.
We may use the Class A common stock or the preference stock as an
anti-takeover device because these securities may be issued with "super voting"
rights and placed in the control of parties aligned with current management.
However, the NYSE has in effect a rule that restricts our ability to issue Class
A common stock and preference stock with super voting rights. There are
presently no shares of Class A common stock or preference stock issued or
outstanding.
STOCKHOLDER RIGHTS PLAN
We have adopted a stockholder rights plan under which our stockholders have
been granted one preference stock purchase right for each
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<PAGE>
share of common stock held. The following description of the purchase rights is
not complete. You should refer to the Rights Agreement we entered into with
First Chicago Trust Company of New York on December 31, 1996, a copy of which we
filed with the SEC as an exhibit to our Form 8-A Registration Statement filed on
March 4, 1997.
Each purchase right, when it becomes exercisable as described below,
entitles the holder to purchase one one-thousandth of a share of our Series A
Participating Cumulative Preference Stock, no par value, at a purchase price of
$76.67, subject to certain adjustments and other specified conditions.
The purchase rights become exercisable upon the occurrence of a
"distribution date," which is defined in the rights agreement as the earlier of:
- the tenth business day, or such later date as our board of directors may
fix, after the date on which any company commences a tender or exchange
offer which, if consummated, would result in the company acquiring
ownership of more than 15% of our outstanding common stock; or
- the "flip-in date," which means the tenth business day after we first
publicly announce that a company has acquired ownership of more than 15%
of our outstanding common stock, or such other date as our board of
directors may adopt prior to the flip-in date that would otherwise have
occurred.
The rights agreement does not apply to certain acquisitions, including
acquisitions by a company that inadvertently acquires ownership of more than 15%
of our outstanding common stock, provided the company promptly divests
sufficient shares of common stock to reduce its percentage ownership below 15%.
If a flip-in date occurs, each purchase right, other than purchase rights
the acquiring company or any of its affiliates beneficially own, will constitute
the right to purchase from us that number of shares of our common stock having a
market value equal to twice the exercise price of the purchase right. On the
occurrence of a flip-in date, the purchase rights beneficially owned by the
acquiring company or any of its affiliates will be void.
In addition, our board of directors may, at its option, at any time after a
flip-in date and prior to the time the acquiring company becomes the owner of
more than 50% of the outstanding shares of our common stock, elect to exchange
all of the outstanding purchase rights, other than those purchase rights
beneficially owned by the acquiring company or its affiliates, for shares of our
common stock at an exchange ratio of one share of our common stock per purchase
right. Immediately upon the taking of that action by our board of directors, the
right to exercise the purchase rights will terminate and each purchase right
will then represent only the right to receive the appropriate number of shares
of common stock.
Whenever we become obligated to issue shares of common stock upon the
exercise of or in exchange for purchase rights, we may substitute shares of
preference stock, at a ratio of one one-thousandth of a share of preference
stock for each share of common stock.
If we are acquired in a merger or other similar business combination entered
into while:
- the acquiring company or any of its affiliates is in control of our board
of directors or 50% or more of our assets; or
- assets representing 50% or more of our operating income or cash flow are
transferred to an acquiring company or any of its affiliates,
then we are required to take all necessary action to ensure that the purchase
rights will "flip-over" and entitle each holder of a purchase right to purchase
capital stock of the acquiring company having a market value equal to twice the
purchase price of the preference stock otherwise purchasable pursuant to the
purchase right.
At any time prior to the earlier of a flip-in date and the tenth anniversary
of the rights agreement, our board of directors may redeem the purchase rights
in whole, but not in part, at
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<PAGE>
a price of $0.01 per purchase right. Under certain circumstances the rights
agreement may be amended by our board of directors without approval from our
stockholders.
The purchase rights have an anti-takeover effect. Specifically, the purchase
rights may cause substantial dilution to a person or group that attempts to
acquire a substantial number of shares of our common stock without board
approval. The purchase rights will not interfere with any merger or other
business combination with a third party approved by our board of directors,
because the board of directors may, at any time prior to a flip-in date, redeem
the purchase rights as described above or amend the rights agreement to render
it inapplicable to a specific transaction.
ADDITIONAL ANTI-TAKEOVER DEFENSES
A number of provisions in our governing corporate documents may have the
effect of discouraging other companies from acquiring large blocks of our common
stock or delaying or preventing a change of control of UtiliCorp. For instance,
because our certificate of incorporation authorizes our board of directors to
issue additional capital stock without stockholder approval, the board of
directors could issue additional shares of stock to discourage a change of
control of UtiliCorp. Furthermore, the absence of cumulative voting rights could
discourage accumulations of large blocks of our common stock by purchasers
seeking representation on our board of directors.
Other provisions in our certificate of incorporation are designed to
discourage attempts to obtain control of UtiliCorp in a transaction not approved
by our board of directors. Such provisions include:
- an 80% stockholder vote requirement to remove the entire board of
directors;
- a prohibition against the removal of individual directors without cause;
- a requirement that the board of directors be divided into three classes,
with one class elected each year for a three-year term;
- an 80% stockholder vote requirement to amend provisions of the certificate
of incorporation relating to our board of directors;
- an 80% stockholder vote requirement to approve certain business
transactions, unless certain minimum price conditions are met;
- an 80% stockholder vote requirement to amend the above-listed provisions;
- a requirement that stockholder action may be taken only at an annual or
special meeting; and
- a requirement that special meetings may be called by not less than a
majority of the stockholders.
Our bylaws also contain provisions that may have an anti-takeover effect,
including:
- advance notice requirements for stockholder nominations to our board of
directors; and
- a requirement that nominating stockholders provide information comparable
to that which we would be required to provide under federal securities
laws.
These bylaw provisions could enable us to delay undesirable stockholder actions
in order to give us more time and information to adequately respond.
As previously described, our stockholder rights plan also has an
anti-takeover effect. Severance agreements we have entered into with certain of
our management employees may have anti-takeover effects as well. Such severance
agreements provide we must pay certain benefits if the employees are terminated
without good cause or resign for good reason, as defined in the agreements,
within three years after a change of control of UtiliCorp.
8
<PAGE>
TRANSFER AGENT AND REGISTRAR
The co-transfer agents for our common stock are:
- First Chicago Trust Company of New York, New York;
- UMB Bank, N.A., Kansas City, Missouri; and
- The R-M Trust Company, Toronto, Ontario, Canada.
The registrar for the common stock is First Chicago Trust Company of New
York, New York. Our common stock is listed on the New York, Pacific and Toronto
Stock Exchanges, and unless the prospectus supplement accompanying this
prospectus states otherwise, the common stock offered under this prospectus will
be listed on those exchanges.
DESCRIPTION OF DEBT SECURITIES
We may issue debt securities from time to time in one or more series, under
an Indenture dated as of November 1, 1990, as supplemented, between us and The
First National Bank of Chicago, as the trustee. The indenture has been filed as
an exhibit to the registration statement of which this prospectus is a part. The
following description of certain provisions of the indenture is a summary and is
not complete. You should refer to all of the provisions of the indenture,
including the definitions of certain terms contained in the indenture. Wherever
particular sections of the indenture are referred to in this prospectus, those
sections are incorporated by reference as part of the statements made.
GENERAL
The indenture does not limit aggregate principal amount of the debt
securities or the aggregate principal amount of any particular series of debt
securities that we may issue under the indenture. The indenture states that we
may issue debt securities from time to time in one or more series. The debt
securities will be unsecured obligations and will rank equally with all of our
other unsecured and unsubordinated indebtedness.
The specific terms of each series of debt securities will be set forth in
the prospectus supplement relating to that series, including the following
terms, if possible:
- the title of the debt securities;
- the aggregate principal amount of the series of debt securities and any
limit on the aggregate principal amount of that series;
- the price (expressed as a percentage of the aggregate principal amount) at
which we will issue the series of debt securities;
- the maturity date or dates for the series of debt securities;
- the interest rate or rates (which may be fixed or variable) per annum for
the series of debt securities, if any, or any method by which the interest
rate or rates, will be determined;
- the date or dates:
- from which the interest, if any, will accrue;
- on which the interest, if any, will be payable;
- on which payment of the interest, if any, will commence; and
- of record for any interest payments;
- the person, if different than the registered holder as of the record date,
to whom any interest will be payable;
- the dates, if any, on which and the price at which the series of debt
securities may be redeemed or purchased under any mandatory sinking fund
provisions, and the other detailed terms and provisions of the sinking
funds;
- the date, if any, after which and the price at which we or any holder of
the debt securities may redeem the debt securities
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and other detailed terms and provisions of the optional redemptions;
- any additional restrictive covenants included in the indentures solely for
the benefit of the series of debt securities;
- any additional events of default (as defined below) solely with respect to
the series of debt securities;
- the currency or currencies in which we will pay the principal of (and
premium if any) and interest, if any, on the series;
- the index, if any, used to determine the amount of principal of (and
premium, if any) or interest, if any, on the series of debt securities;
- whether we will use a global security with respect to the series of debt
securities, the name of the depository for the global security and the
terms, if any, upon which interests in the global security may be
exchanged for definitive debt securities; and
- any additional terms of the series of the debt securities.
Unless the prospectus supplement states otherwise, we will pay the principal
of, and the premium and interest, if any, on the series of debt securities at
the office or agency we maintain in New York, New York for that purpose. In
addition, the transfer or exchange of the debt securities will be registerable
at that same office. We may, however, pay interest by check mailed to the
address as it appears on the security register of any person entitled to payment
of interest. (Sections 301, 305 and 1002).
Unless the prospectus supplement states otherwise, we will only issue the
debt securities in registered form without coupons and in denominations of
$1,000 and integral multiples of $1,000. (Section 302). No service charge will
be made for any registration of transfer or exchange of the debt securities, but
we may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection with the transfer or exchange.
(Section 305).
We may issue debt securities as original issue discount securities (as
defined below) meaning that they will be sold at a substantial discount below
their principal amount. We will describe special federal income tax, accounting
and other considerations applicable to original issue discount securities in the
prospectus supplement. "Original issue discount security" is any security that
provides for the acceleration of the maturity of an amount less than the
principal amount of the security upon the occurrence and continuance of an event
of default. (Section 101).
EVENTS OF DEFAULT
With respect to any series of debt securities, the indenture defines an
event of default as:
- a default in the payment of principal of, (or premium, if any), any debt
security at its maturity;
- a default in the payment of any interest on any debt security for 30 days;
- a default in the payment of any sinking fund installment;
- our failure to perform any other of the covenants or warranties in the
indenture for 60 days after we receive notice of our failure (other than a
covenant or warranty included in the indenture solely for the benefit of a
series of debt securities other than that particular series);
- a default by us under any indebtedness for money we have borrowed
resulting in indebtedness in an aggregate principal amount exceeding
$5,000,000 becoming due prior to maturity, if the acceleration of that
indebtedness is not rescinded within 10 days after notice of such default;
- certain events of bankruptcy, insolvency or reorganization of UtiliCorp;
and
- any other event of default provided with respect to debt securities of
that series. (Section 501).
If any event of default with respect to any series of debt securities at the
time outstanding
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occurs and is continuing, either the trustee or the holders of at least 25% in
principal amount of the outstanding debt securities of that series may, by
notice, declare the principal amount (or, if the debt securities are original
issue discount securities, such portion of the principal amount as may be
specified in the terms of that series) of all debt securities of that series to
be due and payable immediately. Upon certain conditions the holders of a
majority in principal amount of the outstanding debt securities of that series
on behalf of the holders of all debt securities of that series may annul that
declaration and waive past defaults. A declaration may not, however, be annulled
if the default is a default in payment of principal of, or premium or interest,
if any, on the debt securities and other specified defaults unless that default
has been cured. (Sections 502 and 513).
The prospectus supplement relating to each series of outstanding debt
securities which are original issue discount securities will contain the
particular provisions relating to acceleration of the maturity of a portion of
the principal amount of those original issue discount securities if an event of
default occurs and continues.
The indenture states that the trustee will give notice to the holders of any
series of debt securities of a known default if that default is uncured or not
waived. The trustee may decide to withhold a notice of default if it determines
in good faith that withholding of the notice is in the interest of the holders
of the debt securities unless the default is in the payment of principal of (or
premium, if any) or interest, if any, on any debt security of that series, or in
the payment of any sinking fund installment. The trustee may not give notice of
default until 30 days after the occurrence of a default 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, or the deposit of any sinking fund
installment. The term default with respect to any series of outstanding debt
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 debt 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 debt securities
before proceeding to exercise any right or power under the indenture at the
request of the holders of that series of debt securities. (Section 603). The
indenture states that the holders of a majority in principal amount of
outstanding debt 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. The trustee,
however, may decline to act if that direction is contrary to law or the
indenture. (Section 512).
The indenture requires us to annually file with the trustee a certificate
stating that no default exists or identifying any existing default.
DEFEASANCE
At our option, we:
- will be discharged from all obligations with respect to the debt
securities (except for certain obligations including registering the
transfer or exchange of the debt securities, replacing stolen, lost or
mutilated debt securities, maintaining paying agencies and holding monies
for payment in trust); or
- need not comply with certain restrictive covenants of the indenture,
if we deposit with the trustee (and in the case of a discharge, 91 days after
such deposit) money, or U.S. government obligations, or a combination of both,
sufficient to pay all the principal of and interest on the debt securities on
the date those payments are due in accordance with the terms of the debt
securities to and including a redemption date which we irrevocably designate for
redemption of the debt securities. To exercise this option, we must meet certain
conditions, including delivering to the trustee an opinion of counsel stating
that the deposit and related defeasance will not cause the
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holders of the debt securities to recognize income, gain or loss for federal
income tax purposes. (Sections 403 and 1008).
MODIFICATION OF THE INDENTURE
With respect to any series of debt securities we and the trustee may add
provisions to or change or eliminate any of the provisions of the indenture
relating to that series if holders of at least 66 2/3% in principal amount of
that series of debt securities, voting as a class, consent. We and the trustee
cannot, however, modify the indenture to:
- change the stated maturity of any debt security;
- reduce the principal amount of, or the rate of interest or any premium on,
any debt security;
- change the place or currency of payment on any debt security;
- impair the right to institute suit for the enforcement of any payment on
or after the stated maturity of any security;
- reduce the percentage of outstanding debt securities necessary to modify
or amend the indenture; or
- reduce the percentage of aggregate principal amount of outstanding debt
securities necessary to waive compliance with certain provisions of the
indenture or to waive certain covenants and defaults. (Section 902).
CONSOLIDATION, MERGER AND SALE OF ASSETS
Without the consent of the holders of any of the outstanding debt securities
under the indenture, we may:
- consolidate with or merge into any other corporation;
- transfer or lease substantially all of our assets to any person;
- acquire or lease substantially all of the assets of any person; or
- permit any corporation to merge into us, if:
- the successor is a corporation organized under the laws of any
domestic jurisdiction;
- the successor corporation, if other than us, assumes our obligations
on the debt securities and under the indenture; and
- after giving the effect to the transaction, no event of default, and
no event which, after notice or lapse of time, would become an event
of default, will occur. (Section 801).
Certain of the covenants described above will not necessarily afford the
holders protection in the event we are involved in a highly leveraged
transaction, such as a leveraged buyout. However, we must obtain regulatory
approval to issue long-term debt.
OUTSTANDING DEBT SECURITIES
In determining whether the holders of the requisite principal amount of
outstanding debt securities have given any request, demand, authorization,
direction, notice, consent or waiver under the indenture, the following are
taken into account:
- the portion of the principal amount of an original issue discount security
deemed to be outstanding is that portion of the principal amount that
could be declared to be due and payable upon the occurrence and
continuation of an event of default under the terms of the original issue
discount security as of the date of the determination; and
- debt securities we or any of our affiliates own are not considered to be
outstanding. (Section 101).
REGARDING THE TRUSTEE
We have a bank line of credit with the trustee and maintain depository and
other banking relationships with the trustee.
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DESCRIPTION OF SUBORDINATED DEBENTURES
The following description of our subordinated debentures is a summary and is
not complete. You should refer to the form of subordinated indenture and the
form of subordinated debenture that are filed as exhibits to the Registration
Statement and to the Trust Indenture Act. The particular terms and provisions of
the subordinated debentures offered by a prospectus supplement will be described
in the applicable prospectus supplement, and the prospectus supplement may
modify, amend or alter the terms and provisions set forth in this prospectus.
We will issue subordinated debentures under the subordinated indenture. The
Chase Manhattan Bank will act as subordinated indenture trustee for the purposes
of the Trust Indenture Act. Certain material United States federal income tax
consequences applicable to the offering of the subordinated debentures will be
described in the applicable prospectus supplement.
GENERAL
The subordinated indenture does not limit us from issuing or incurring other
secured or unsecured debt, whether under the subordinated indenture or any other
indenture or agreement that we may enter into in the future.
The applicable prospectus supplement will describe the following terms of
the particular series of subordinated debentures being offered:
- the title of the subordinated debentures;
- any limit upon the aggregate principal amount of the subordinated
debentures;
- the date on which the principal of the subordinated debentures is payable,
or the method of determining such date;
- the rate, if any, at which the subordinated debentures will bear interest
(including any reset rates and the method by which any such rates will be
determined), the date or dates on which we will pay any interest and any
right we have to defer any interest payment;
- the place where, subject to the terms of the subordinated indenture as
described below, we will pay the principal and any premium or interest on
the subordinated debentures, and where, subject to the terms of the
subordinated indenture as described below, we will maintain an office or
agency where subordinated debentures may be presented for registration of
transfer or exchange, and where notices and demands to or upon us in
respect of the subordinated debentures and the subordinated indenture may
be made;
- any period within, any date on which, the price at which and the terms and
conditions upon which we may redeem the subordinated debentures, in whole
or in part, at our option pursuant to any sinking fund or otherwise;
- any obligation of ours to redeem or purchase the subordinated debentures
pursuant to any sinking fund or analogous provision or at the option of a
holder, and the period within which, the price at which, the currency
(including currency units) in which and the other terms and conditions
upon which we will redeem or purchase the subordinated debentures, in
whole or in part, pursuant to such obligation;
- the denominations in which we will issue the subordinated debentures;
- if other than in U.S. dollars, the currency (including currency units) in
which we will pay the principal of or any premium or interest on the
subordinated debentures, or in which the subordinated debentures will be
denominated;
- if other than the principal amount, the portion of the principal amount of
the subordinated debentures that we will pay upon declaration of
acceleration of the maturity thereof;
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- any additional events of default or covenants pertaining to the
subordinated debentures;
- any index used to determine the amount of payments of principal of and
premium, if any, on the subordinated debentures and the manner to
determine such amounts;
- subject to the terms described below, whether we will issue the
subordinated debentures in whole or in part in global form and, in such
case, the depositary for such global subordinated debentures;
- the appointment of any trustee, registrar, paying agent;
- the terms and conditions of any obligation or right of ours or any holder
to convert or exchange subordinated debentures into other securities; and
- any other terms of the subordinated debentures not inconsistent with the
provisions of the subordinated indenture.
SUBORDINATION
The subordinated indenture provides that the subordinated debentures are
subordinate and junior in right of payment to all of our senior indebtedness (as
defined below) as provided in the subordinated indenture. We cannot make any
payment of principal of (including redemption and sinking fund payments),
premium, if any, or interest on, the subordinated debentures if:
- any senior indebtedness is not paid when due;
- any applicable grace period with respect to such default has ended and
such default has not been cured or waived; or
- the maturity of any senior indebtedness has been accelerated because of a
default.
Upon any distribution of our assets to creditors upon any dissolution,
winding-up, liquidation or reorganization, whether voluntary or involuntary or
in bankruptcy, insolvency, receivership or other proceedings, all principal of,
and premium, if any, and interest due or to become due on, all senior
indebtedness must be paid in full before the holders of the subordinated
debentures will receive or retain any payment. The rights of the holders of the
subordinated debentures will be subrogated to the rights of the holders of
senior indebtedness to receive payments or distributions applicable to senior
indebtedness until all amounts owing on the subordinated debentures are paid in
full. However, since the vast majority of our senior indebtedness currently is
not secured and ranks equally with our other unsecured indebtedness, rights of
subrogation currently do not improve the position of the holders of the
subordinated debentures in relation to the holders of any of our other unsecured
indebtedness.
The term "senior indebtedness" means the principal of, premium, if any,
interest on and any other payment due pursuant to any of the following, whether
outstanding at the date of execution of the subordinated indenture or thereafter
incurred, created or assumed:
- all of our indebtedness evidenced by notes, debentures, bonds or other
securities we sold for money;
- all indebtedness of others of the kinds described in the preceding bullet
assumed by or guaranteed in any manner by us or in effect guaranteed by
us; and
- all renewals, extensions or refundings of indebtedness of the kinds
described in any of the preceding two bullets;
unless, in the case of any particular indebtedness, renewal, extension or
refunding, the instrument creating or evidencing the same or the assumption or
guarantee of the same expressly provides that such indebtedness, renewal,
extension or refunding is not superior in right of payment to or is equal with
the subordinated debentures. The senior indebtedness shall continue to be senior
indebtedness and entitled to the benefits of the subordination provisions
irrespective of any amendment, modification or waiver of any term of such senior
indebtedness.
The subordinated indenture does not limit the aggregate amount of senior
indebtedness that we may issue.
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DENOMINATIONS, REGISTRATION AND TRANSFER
Unless otherwise specified in the applicable prospectus supplement, we will
only issue the subordinated debentures in registered form without coupons in
denominations of $25 and any integral multiple thereof.
Once we issue the subordinated debentures, we will keep at one of our
offices or agencies a register in which, subject to such reasonable regulations
as we may prescribe, we will provide for the registration and transfer of the
subordinated debentures. That office or agency will be appointed the security
registrar for the purpose of registering and transferring the subordinated
debentures. We will appoint the subordinated indenture trustee as securities
registrar under the subordinated indenture.
The holder of any registered subordinated debenture may exchange the
subordinated debenture, at its option, for registered subordinated debentures of
the same series having the same stated maturity date and original issue date, in
any authorized denominations, in like tenor and in the same aggregate principal
amount. Such holder may exchange such subordinated debentures by surrendering
them at the office or agency we appoint as security registrar for the
subordinated debentures. The subordinated debentures may be presented for
exchange or for registration of transfer (with the form of transfer endorsed
thereon or a satisfactory and duly executed written instrument of transfer), at
the office of the securities registrar, without service charge and upon payment
of any taxes and other governmental charges as described in the subordinated
indenture.
When a holder of a registered subordinated debenture surrenders a
subordinated debenture to be registered for transfer, we will execute, and the
subordinated indenture trustee will authenticate and deliver to the holder, in
the name of the designated transferee or transferees, one or more new registered
subordinated debentures of the same series having the same stated maturity date
and original issue date, in any authorized denominations and of like tenor and
aggregate principal amount.
If any subordinated debentures of any series are redeemed, we will not be
required to issue, register the transfer of or exchange any such subordinated
debentures during the 15 business days immediately preceding the date upon which
notice of such redemption is given (which notice will identify the serial
numbers of the subordinated debentures being redeemed). Furthermore, if any
registered subordinated debentures are selected to be either partially or fully
redeemed, then we will not be required to issue, register or exchange any such
subordinated debentures (except for the unredeemed portion of any subordinated
debenture being redeemed in part).
GLOBAL SUBORDINATED DEBENTURES
Unless otherwise specified in the applicable prospectus supplement, we may
issue the subordinated debentures in whole or in part in global form that will
be deposited with, or on behalf of, a depositary identified in the applicable
prospectus supplement. Global subordinated debentures may be issued only in
fully registered form and in either temporary or permanent form. Unless and
until a global subordinated debenture is exchanged in whole or in part for
individual subordinated debentures, the depositary holding such global
subordinated debenture may transfer the global subordinated debenture only to
its nominee or successor depositary (or vice versa) and only as a whole. Unless
otherwise indicated in the applicable prospectus supplement for the subordinated
debentures, the depositary for the global subordinated debentures will be The
Depository Trust Company. The laws of some jurisdictions require that certain
purchasers of securities take physical delivery of the securities in
certificated form. Such limits and laws may impair the ability to transfer
beneficial interests in global subordinated debentures.
The specific terms of the depositary arrangement for the subordinated
debentures will be described in the applicable prospectus supplement. We expect
that the applicable depositary or its nominee, upon receipt of any payment of
principal, premium or interest in respect of a permanent global subordinated
debenture, immediately will credit the accounts
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of its participants with payments in amounts proportionate to their respective
beneficial interests in the aggregate principal amount of such global
subordinated debenture as shown on the records of the depositary or its nominee.
We also expect that payments by participants to owners of beneficial interests
in a global subordinated debenture held through such participants will be
governed by standing instructions and customary practices, as is now the case
with securities held for the accounts of customers in bearer form or registered
in "street name." Such participants will be responsible for those payments.
Unless otherwise specified in the applicable prospectus supplement, if at
any time the applicable depositary is unwilling, unable or ineligible to
continue as depositary for the subordinated debentures, we will appoint a
successor depositary with respect to the subordinated debentures. If we do not
appoint a successor depositary within 90 days after we receive such notice or
become aware of such ineligibility, we will issue individual subordinated
debentures of such series in exchange for the global subordinated debenture
representing such individual subordinated debentures. In addition, unless
otherwise specified in the applicable prospectus supplement, we may determine at
any time and in our sole discretion, subject to any limitations described in the
applicable prospectus supplement, to have the subordinated debentures no longer
represented by one or more global subordinated debentures. In that event, we
will issue individual subordinated debentures of such series in exchange for the
global subordinated debenture or global subordinated debentures. Furthermore, if
we so specify with respect to the subordinated debentures, a beneficial owner
may receive, on terms acceptable to us, the subordinated indenture trustee and
the depositary, individual subordinated debentures in exchange for its
beneficial interests, subject to any limitations described in the applicable
prospectus supplement. In that case, a beneficial owner will be entitled to
physical delivery of individual subordinated debentures equal in principal
amount to its beneficial interest and to have the subordinated debentures
registered in its name. We will issue individual subordinated debentures so
issued in denominations of $25 and integral multiples thereof unless otherwise
indicated in the applicable prospectus supplement or otherwise specified by us.
PAYMENT AND PAYING AGENTS
Unless otherwise indicated in the applicable prospectus supplement, we will
pay the principal of and any premium or interest on the subordinated debentures
at the office of the subordinated indenture trustee or at the office of any
paying agent as we may designate in the applicable prospectus supplement. We may
at any time designate additional paying agents or rescind the designation of any
paying agent.
Unless otherwise indicated in the applicable prospectus supplement, we will
pay any interest on a subordinated debenture to the person or entity in whose
name the subordinated debenture is registered at the close of business on the
regular record date for such interest, except in the case of interest which is
payable, but is not punctually paid or duly provided for, on any interest
payment date. If we elect, we may make payment of this defaulted interest:
- to the persons in whose names the subordinated debentures are registered
at the close of business on a special record date for the payment of the
defaulted interest, which will be fixed as provided in the subordinated
indenture; or
- in any other lawful manner not inconsistent with the requirements of any
securities exchange on which we may list such subordinated debentures, and
upon such notice as may be required by such exchange, if, after we notify
the subordinated indenture trustee of the proposed payment, the
subordinated indenture trustee deems such manner of payment to be
practicable.
OPTION TO DEFER INTEREST PAYMENTS
If so provided in the applicable prospectus supplement, so long as an event
of default with respect to the subordinated debentures has not occurred and is
not continuing, we will have the right, at any time during the term of the
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subordinated debentures, to defer the payment of interest for such number of
consecutive interest payment periods as may be specified in the applicable
prospectus supplement, subject to the terms, conditions and covenants, if any,
specified in such prospectus supplement. At the end of each extension period, we
will pay all interest accrued and unpaid, together with interest thereon
compounded quarterly at the rate specified for the subordinated debentures, to
the extent permitted by applicable law.
During any extension period, we may not:
- declare or pay any dividends or distributions on, or redeem, purchase,
acquire or make a liquidation payment with respect to any of our capital
stock; or
- make any payment of principal, interest or premium, if any, on or repay,
repurchase or redeem any debt securities that rank equally with or junior
in interest to the subordinated debentures or make any guarantee payments
with respect to any guarantee by us of the debt securities of any
subsidiary of ours if such guarantee ranks equally with or junior in
interest to the subordinated debentures.
However, even during an extension period, we may:
- purchase or acquire our capital stock in connection with the satisfaction
by us of our obligations under any employee benefit plans or pursuant to
any contract or security outstanding on the date of such event requiring
us to purchase our capital stock;
- reclassify our capital stock or exchange one class or series of our
capital stock for another class or series of our capital stock;
- purchase fractional interests in shares of our capital stock pursuant to
the conversion or exchange provisions of such capital stock or the
security being converted or exchanged;
- declare dividends or distributions in our capital stock;
- redeem or repurchase any rights pursuant to a rights agreement; and
- make payments under the guarantee.
Prior to the termination of any extension period, we may further defer
payments of interest by extending the extension period but the total duration of
any extension period may not exceed 20 consecutive quarters or extend beyond the
stated maturity of the subordinated debentures. Once any extension period
terminates and we have paid all amounts then due, we may commence a new
extension period, subject to the terms set forth in this section. No interest
will be due and payable during an extension period. If the property trustee of
the Trust is the sole holder of the subordinated debentures, we will give the
regular trustees of the Trust and the property trustee of the Trust notice of
our selection of such extension period one business day prior to the earlier of:
- the date distributions on the trust preferred securities are payable; or
- the date the regular trustees of the Trust are required to give notice, if
applicable, to the NYSE (or other applicable self-regulatory organization)
or to holders of the trust preferred securities of the record or payment
date of such distribution.
The regular trustees of the Trust will give notice of our selection of such
extension period to the holders of the trust preferred securities. If the
property trustee of the Trust is not the sole holder of the subordinated
debentures, we will give the holders of the subordinated debentures notice of
our selection of such extension period ten business days prior to the earlier
of:
- the interest payment date; or
- the date upon which we are required to give notice, if applicable, to the
NYSE (or other applicable self-regulatory organization) or to holders of
the subordinated debentures as of the record or payment date of such
related interest payment.
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MODIFICATION OF SUBORDINATED INDENTURE
From time to time, we and the subordinated indenture trustee may modify the
subordinated indenture without the consent of any holders of subordinated
debentures with respect to certain matters, including:
- to evidence the succession of another corporation to UtiliCorp and the
assumption by any such successor of our covenants in the subordinated
indenture and the subordinated debentures;
- to add to our covenants for the benefit of the holders of the subordinated
debentures, or to surrender any right or power therein conferred upon us;
- to cure any ambiguity or correct or supplement any provision that may be
defective or inconsistent with any other provision of the subordinated
indenture, provided that such action will not adversely affect the
interests of the holders of the subordinated debentures in any material
respect;
- to conform the subordinated indenture to any amendment of the Trust
Indenture Act;
- to add any additional events of default;
- to change or eliminate any provisions of the subordinated indenture,
provided that any such change or elimination will become effective only
when there is no security outstanding of any series prior to the execution
of such modification that is entitled to the benefit of such provision;
- to secure the subordinated debentures;
- to establish the form or terms of securities of any series and any related
coupons as permitted by the subordinated indenture; or
- to evidence or provide for the acceptance of appointment of a successor
subordinated indenture trustee with respect to the securities of one or
more series, to contain such provisions necessary to confirm that all the
rights, powers, trusts and duties that the predecessor subordinated
indenture trustee is not retiring will continue to be vested in the
predecessor subordinated indenture trustee, and to add to or change any
subordinated indenture provisions necessary to provide for or facilitate
the administration of the trusts by more than one subordinated indenture
trustee.
In addition, we and the subordinated indenture trustee may modify certain
rights, covenants and obligations of ours and the rights of holders of the
subordinated debentures under the subordinated indenture with the written
consent of the holders of at least a majority in aggregate principal amount of
subordinated debentures. However, unless each affected
holder of subordinated debentures consents, we and the subordinated indenture
trustee may not:
- extend the maturity of the subordinated debentures;
- reduce the interest rate or extend the time for payment of interest;
- change the optional redemption or repurchase provisions in a manner
adverse to any holder of subordinated debentures;
- otherwise modify the terms of payment of the principal of, or interest on,
the subordinated debentures; or
- reduce the percentage required for modification.
SUBORDINATED INDENTURE EVENTS OF DEFAULT
Any one or more of the following events that has occurred and is continuing
constitutes an event of default under the subordinated indenture (whatever the
reason for such event of default and whether it is voluntary or involuntary or
effected by operation of law or pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental
body):
- we fail to pay any interest on any subordinated debenture for a period of
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30 days after such interest becomes due and payable (subject to a valid
deferral of interest payments during an extension period);
- we fail to pay the principal of (or premium, if any, on) the subordinated
debentures for a period of three business days after such principal (or
premium) becomes due, whether at maturity, upon redemption, by declaration
or otherwise;
- we fail to deposit any sinking fund payment for a period of three business
days after such deposit becomes due (if applicable to the subordinated
debentures);
- we fail to observe or perform any other covenant or warranty under the
subordinated indenture (other than a covenant or warranty included in or
pursuant to the subordinated indenture solely for the benefit of one or
more series of debt securities other than the subordinated debentures) for
a period of 60 days after written notice has been given, by registered or
certified mail, to us by the subordinated indenture trustee, or to us and
the subordinated indenture trustee by the holders of at least 25% in
principal amount of the subordinated debentures;
- we fail to pay in excess of $5 million of the principal or interest on any
indebtedness under any bond, subordinated debenture, note or other
evidence of indebtedness for money we have borrowed (including a default
with respect to debt securities of any series other than that series) or
under any mortgage, subordinated indenture or instrument under which there
may be issued or by which there may be secured or evidenced any
indebtedness for money we have borrowed, whether such indebtedness now
exists or shall hereafter be created, when due and payable after the
expiration of any applicable grace period with respect thereto or shall
have resulted in such indebtedness in an amount in excess of $5 million
becoming or being declared due and payable prior to the date on which it
would otherwise have become due and payable, without such indebtedness
having been discharged, or such acceleration having been rescinded or
annulled within a period of 90 days after there shall have been given, by
registered or certified mail, to us by the subordinated indenture trustee
or to us and the subordinated indenture trustee by the holders of at least
25% in principal amount of the subordinated debentures;
- certain events in bankruptcy, insolvency or reorganization of UtiliCorp;
and
- any other event of default with respect to the subordinated debentures.
The holders of not less than a majority in outstanding principal amount of
the subordinated debentures have the right to direct the time, method and place
of conducting any proceeding for any remedy available to the subordinated
indenture trustee. The subordinated indenture trustee or the holders of not less
than 33% in aggregate outstanding principal amount of the subordinated
debentures may declare the principal due and payable immediately upon an event
of default. The holders of a majority in aggregate outstanding principal amount
of the subordinated debentures may annul such declaration and waive the default
if the default (other than the non-payment of the principal of subordinated
debentures that has become due solely by such acceleration) has been cured and
there has been deposited with the subordinated indenture trustee:
- a sum sufficient to pay all overdue interest and all installments of
principal due otherwise than by acceleration;
- interest upon overdue interest at the rates prescribed in the subordinated
debentures (to the extent lawful); and
- all sums paid or advanced by the subordinated indenture trustee.
The holders of not less than a majority in outstanding principal amount of
the subordinated debentures affected thereby may
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waive, on behalf of the holders of all of the subordinated debentures, any past
default under the subordinated indenture except for a default:
- in the payment of the principal of or interest on any subordinated
debenture (unless such default has been cured and a sum sufficient to pay
all matured installments of interest and principal due otherwise than by
acceleration has been deposited with the subordinated indenture trustee);
or
- in respect of a covenant or provision that cannot be modified or amended
without the consent of the holder of each outstanding subordinated
debenture affected thereby.
In the event an event of default occurs and continues as to the subordinated
debentures at any time they are held by the Trust, the property trustee of the
Trust will have the right to declare the principal of and the interest on such
subordinated debentures, and any other amounts payable under the subordinated
indenture, to be due and payable and to enforce its other rights as a creditor
with respect to the subordinated debentures. The holders of trust preferred
securities in certain circumstances have the right to direct the property
trustee to exercise its rights as the holder of the subordinated debentures. If
the property trustee fails to enforce its rights under the subordinated
debentures after a holder of trust preferred securities has made a written
request, the holder of trust preferred securities may institute a legal
proceeding directly against us to enforce the property trustee's rights under
the subordinated indenture without first instituting any legal proceeding
against the property trustee or any other person or entity. Notwithstanding the
foregoing, if an event of default has occurred and is continuing under the
subordinated indenture and such event is attributable to our failure to pay
interest or principal on the subordinated debentures on the date the interest or
principal is otherwise payable (or in the case of redemption, the redemption
date), then a holder of trust preferred securities may institute a proceeding
directly against us to enforce payment to such holder of the principal or
interest on the subordinated debentures having an aggregate principal amount
equal to the aggregate liquidation amount of the trust preferred securities of
such holder.
CONSOLIDATION, MERGER, SALE OF ASSETS AND OTHER TRANSACTIONS
The subordinated indenture provides that we may not consolidate with or
merge into any other person or entity or convey, transfer or lease our
properties and assets substantially as an entirety to any person unless:
- the corporation formed by any such consolidation or continuing in such
merger, or the person that acquires by conveyance or transfer, or that
leases, our properties and assets substantially as an entirety is a
corporation organized and existing under the laws of any domestic
jurisdiction and expressly assumes, our obligations under the subordinated
debentures and the subordinated indenture;
- immediately after giving effect to such transaction, no event of default,
and no event that, after notice or lapse of time, would become an event of
default under the subordinated indenture, will have happened and be
continuing; and
- we deliver to the subordinated indenture trustee an officers' certificate
and an opinion of counsel, each stating that such consolidation, merger,
conveyance, transfer or lease complies with the subordinated indenture and
that all conditions precedent set forth in the subordinated indenture
relating to such transaction have been complied with.
The supplemental indenture provides that if we consolidate or merge with or
into any other corporation, or if any other corporation consolidates or merges
with or into us, or if we sell or convey all or substantially all of our
property and assets to any other corporation, and as a result any property of
ours or any subsidiary or any indebtedness issued by any subsidiary owned by us
or by any subsidiary immediately prior thereto becomes subject to
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any mortgage, security interest, pledge, lien or other encumbrance not permitted
by the subordinated indenture, we, prior to or concurrently with such
consolidation, merger, sale or conveyance, will by a supplemental subordinated
indenture effectively secure the securities then outstanding (equally and
ratably with (or prior to) any other indebtedness of or guaranteed by us or such
subsidiary then entitled thereto) by a direct lien on such property of ours or
any subsidiary or such indebtedness issued by a subsidiary, prior to all liens
other than any theretofore existing thereon.
SATISFACTION AND DISCHARGE
The subordinated indenture provides that:
- when all subordinated debentures not previously delivered to the
subordinated indenture trustee for cancellation:
- have become due and payable;
- will become due and payable at their stated maturity within one year;
or
- are to be called for redemption within one year under arrangements
satisfactory to the subordinated indenture trustee for the giving of
notice of redemption by the subordinated indenture trustee in our
name, and at our expense; and
- we deposit or cause to be deposited with the subordinated indenture
trustee, as trust funds in trust dedicated solely for such purpose, an
amount in the currency in which the subordinated debentures are payable
sufficient to pay and discharge the entire indebtedness on the
subordinated debentures not previously delivered to the subordinated
indenture trustee for cancellation, for the principal (and premium, if
any) and interest to the date of the deposit or to the stated maturity, as
the case may be,
then the subordinated indenture will cease to be of further effect (except as to
our obligations to pay all other sums due pursuant to the subordinated indenture
and to provide the officers' certificates and opinions of counsel described
therein), and we will be deemed to have satisfied and discharged the
subordinated indenture. At our expense the subordinated indenture trustee will
execute proper instruments acknowledging such satisfaction and discharge.
REDEMPTION
Unless otherwise indicated in the applicable prospectus supplement, the
subordinated debentures will not be subject to any sinking fund.
Unless otherwise indicated in the applicable prospectus supplement, we may
redeem, at our option, the subordinated debentures in whole at any time or in
part from time to time, at the redemption price set forth in the applicable
prospectus supplement plus accrued and unpaid interest to the date fixed for
redemption. If the subordinated debentures can only be redeemed on or after a
specified date or upon the satisfaction of additional conditions, then the
applicable prospectus supplement will specify such date or describe such
conditions.
Notice of any redemption will be mailed at least 30 days but not more than
60 days before the redemption date to each holder of subordinated debentures to
be redeemed at such holder's registered address. Unless we default in the
payment of the redemption price, interest will cease to accrue on the
subordinated debentures or portions thereof called for redemption on and after
the redemption date.
GOVERNING LAW
The subordinated indenture and the subordinated debentures will be governed
by and construed in accordance with the laws of the State of New York.
PAYMENT OF FEES AND EXPENSES
We will pay all fees and expenses related to:
- the offering of the trust securities and the subordinated debentures;
- the organization, maintenance and dissolution of the Trust;
- the retention of the regular trustees of the Trust; and
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- the enforcement by the property trustee of the Trust of the rights of the
holders of the trust preferred securities.
INFORMATION CONCERNING THE SUBORDINATED INDENTURE TRUSTEE
The subordinated indenture trustee will have and be subject to all the
duties and responsibilities imposed upon an indenture trustee under the Trust
Indenture Act. Subject to such provisions, the subordinated indenture trustee
has no obligation to exercise any of its rights or powers under the subordinated
indenture at the request or direction of any holder of a subordinated debenture,
unless the subordinated indenture trustee is offered reasonable security or
indemnity by such holder against the costs, expenses and liabilities that might
be incurred thereby. The subordinated indenture trustee is not required to
expend or risk its own funds or otherwise incur any personal financial liability
in the performance of any of its duties or in the exercise of any of its rights
or powers, if the subordinated indenture trustee reasonably believes that
repayment of funds or adequate indemnity is not reasonably assured to it.
DESCRIPTION OF TRUST PREFERRED SECURITIES
The following description sets forth certain general terms and provisions of
the trust preferred securities to which any prospectus supplement may relate.
The particular terms and provisions of the trust preferred securities offered by
a prospectus supplement and the application of these general terms and
provisions thereto will be described in the applicable prospectus supplement.
The regular trustees, on behalf of the Trust and pursuant to the declaration
of trust, will issue one class of trust preferred securities and one class of
trust common securities. The trust securities will represent undivided
beneficial ownership interests in the assets of the Trust. The following
description of certain terms of the trust preferred securities is a summary and
is not complete. You should refer to the Trust Indenture Act and the form of
the amended and restated declaration of trust, including definitions of certain
terms used therein, that is filed as an exhibit to the registration statement.
GENERAL
Except as described below, the trust preferred securities will rank equally,
and payments will be made thereon proportionately, with the trust common
securities. The property trustee of the Trust will hold legal title to the
subordinated debentures in trust for the benefit of the holders of the trust
securities. We will execute a guarantee agreement for the benefit of the holders
of the trust preferred securities will be a guarantee with respect to the trust
preferred securities. The guarantee will not guarantee the payment of
distributions (as defined below) or any amounts payable on redemption or
liquidation of the trust preferred securities when the Trust does not have funds
on hand available to make such payments. Certain material United States federal
income tax consequences and special considerations applicable to the trust
preferred securities will be described in the applicable prospectus supplement.
DISTRIBUTIONS
Distributions on each trust preferred security will accumulate and be
payable at a rate specified in the applicable prospectus supplement. The amount
of distributions payable for any period will be computed on the basis of a
360-day year of twelve 30-day months and the actual number of days elapsed per
30-day month unless otherwise specified in the applicable prospectus supplement.
Distributions that are in arrears will accumulate additional distributions at
the rate per annum if and as specified in the applicable prospectus supplement.
The term "distributions" means cumulative cash distributions that accumulate at
the per annum rate specified in the applicable prospectus supplement, together
with any additional amounts unless otherwise stated.
Distributions on the trust preferred securities will be cumulative, will
accumulate
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from the date of original issuance and will be payable on such dates as are
specified in the applicable prospectus supplement. If the date on which any
distributions on the trust securities are payable is not a business day (as
defined below), then payment of such distributions will be made on the next
business day (without any interest or other payment in respect of any such
delay), provided that if such next business day falls in the next calendar year,
then payment of such distributions will be made on the business day immediately
preceding the payment date. A "business day" means any day other than a Saturday
or Sunday or a day on which banking institutions in New York City are authorized
or required by law or executive order to remain closed, or a day on which the
subordinated indenture trustee, or the principal office of the property trustee,
is closed for business.
If provided in the applicable prospectus supplement, we will have the right
under the subordinated indenture to defer payments of interest on the
subordinated debentures from time to time by extending the applicable interest
payment period for a period or periods that will be specified in the applicable
prospectus supplement. If we exercise our right to defer interest payments on
the subordinated debentures, then any payments of distributions on the trust
preferred securities also would be deferred. During an extension period,
interest will continue to accrue on the subordinated debentures (compounded
quarterly), and, as a result, distributions would continue to accumulate at the
rate per annum if and as specified in the applicable prospectus supplement.
During any extension period, we may not:
- declare or pay any dividends or distributions on, or redeem, purchase,
acquire, or make a liquidation payment with respect to, any of our capital
stock;
- make any payment of principal, interest or premium, if any, on or repay,
repurchase or redeem any debt securities that rank equally with or junior
in interest to the subordinated debentures or make any guarantee payments
with respect to any guarantee by us of the debt securities of any
subsidiary of ours if such guarantee ranks equally with or junior in
interest to the subordinated debentures.
However, even during an extension period, we may:
- purchase or acquire our capital stock in connection with the satisfaction
by us of our obligations under any employee benefit plans or pursuant to
any contract or security outstanding on the date of such event requiring
us to purchase our capital stock;
- reclassify our capital stock or exchange or convert one class or series of
our capital stock for another class or series of our capital stock;
- purchase fractional interests in shares of our capital stock pursuant to
the conversion or exchange provisions of such capital stock or the
security being converted or exchanged;
- declare dividends or distributions in our capital stock;
- redeem or repurchase any rights pursuant to a rights agreement; and
- make payments under the guarantee related to the trust preferred
securities.
Prior to the termination of any extension period, we may further extend the
extension period, but the total duration of any extension period may not exceed
20 consecutive quarters or extend beyond the stated maturity of the subordinated
debentures. Once any extension period terminates and we have paid all amounts
then due, we may commence a new extension period, provided that such extension
period together with all extensions thereof may not exceed 20 quarters or extend
beyond the stated maturity of the subordinated debentures. Once an extension
period has terminated, any deferred distributions, including accumulated
additional amounts, will be paid to those holders of record of the trust
securities appearing on the books and records of the Trust on the first record
date, following the termination of such extension period.
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It is expected that any revenue available for the payment of distributions
to holders of the trust preferred securities will be limited to payments we make
to the Trust under the subordinated debentures. If we do not make interest
payments on the subordinated debentures, then the property trustee will not have
any funds available to pay distributions on the trust preferred securities. The
payment of distributions (if and to the extent the Trust has funds legally
available for the payment of such distributions and cash sufficient to make such
payments) is guaranteed by us as set forth under the description of the
guarantee.
The property trustee will pay distributions to the holders of the trust
preferred securities as such holders appear on the Trust's securities register
on the relevant record dates. As long as the trust preferred securities are
represented by one or more global securities, the relevant record dates will be
the close of business on the business day next preceding each distribution date,
unless a different regular record date is established or provided for the
corresponding interest payment date on the subordinated debentures. If any trust
preferred securities are not represented by global securities, then the relevant
record date for such trust preferred securities will be the date, at least 15
days prior to the relevant distribution date, that is specified in the
applicable prospectus supplement.
REDEMPTION OR EXCHANGE
MANDATORY REDEMPTION. Unless otherwise specified in the applicable
prospectus supplement, if the subordinated debentures held by the Trust are
repaid or redeemed in whole or in part, either upon their maturity date or
earlier, then the property trustee will use the proceeds from such repayment or
redemption to redeem trust securities having an aggregate liquidation amount
equal to the aggregate principal amount of the subordinated debentures being
repaid or redeemed. The redemption price per trust security will be equal to the
aggregate stated amount of the trust securities being redeemed plus any
accumulated and unpaid distributions thereon to the date of redemption plus the
related amount of the premium, if any, we paid upon the concurrent redemption of
the subordinated debentures. In the event of a partial redemption, the trust
securities will be redeemed among all of the holders of trust securities on a
pro rata basis. Holders of the trust securities will receive at least 30 days
but not more than 60 days notice of such redemption.
TAX EVENT REDEMPTION. If a tax event (as defined below) occurs and is
continuing, we will have the right to redeem the subordinated debentures in
whole (but not in part) and thereby cause a mandatory redemption of the trust
securities in whole (but not in part) at the redemption price within 90 days
following the occurrence of such tax event. In the event a tax event has occurs
and is continuing and we do not elect to redeem the subordinated debentures
(thereby causing a mandatory redemption of the trust preferred securities) or to
liquidate the Trust (causing the subordinated debentures to be distributed to
holders of the trust securities), the trust preferred securities will remain
outstanding.
"Tax event" means the receipt by us and the Trust of an opinion of counsel,
rendered by a law firm having a recognized national tax practice, to the effect
that, as a result of any amendment to, change in or announced proposed change in
the laws (or any regulations thereunder) of the United States or any political
subdivision or taxing authority thereof or therein, or as a result of any
official administrative decision, pronouncement, judicial decision or action
interpreting or applying such laws or regulations, which amendment or change is
effective or such proposed change, pronouncement, action or decision is
announced on or after the date on which the trust preferred securities are
issued and sold, there is more than an insubstantial risk that:
- the Trust is, or within 90 days of the date of such opinion will be,
subject to United States federal income tax with respect to income
received or accrued on the subordinated debentures;
- interest payable by us on the subordinated debentures is not, or within 90
days of the date of such opinion, will not be, deductible by us, in whole
or in part, for
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United States federal income tax purposes; or
- the Trust is, or within 90 days of the date of such opinion will be,
subject to more than a de minimis amount of other taxes, duties or other
governmental charges.
DISTRIBUTION OF SUBORDINATED DEBENTURES. Unless otherwise specified in the
applicable prospectus supplement, we will have the right to dissolve the Trust
at any time and, after satisfaction of any liabilities to creditors of the Trust
as provided by applicable law, to cause the subordinated debentures to be
distributed pro rata to the holders of the trust securities in liquidation of
the Trust.
After the date fixed for any distribution of subordinated debentures;
- the trust preferred securities will no longer be deemed to be outstanding;
and
- any certificates representing the preferred securities will be deemed to
represent subordinated debentures in a principal amount equal to the
liquidation amount of the trust preferred securities, bearing accrued and
unpaid interest in an amount equal to the accumulated and unpaid
distributions on the trust preferred securities, until such certificates
are presented to the regular trustees or their agent for transfer or
reissuance.
There can be no assurance as to the market prices for the trust preferred
securities or for the subordinated debentures that may be distributed in
exchange for trust preferred securities upon dissolution or liquidation of the
Trust. Accordingly, the trust preferred securities that an investor may
purchase, or the subordinated debentures that such investor may receive upon
dissolution or liquidation of the Trust, may trade at a discount to the price
that such investor paid to purchase the trust preferred securities offered
hereby.
REDEMPTION PROCEDURES
Any trust preferred securities being redeemed will be redeemed by the Trust
at the applicable redemption price with the proceeds received by the Trust from
our contemporaneous redemption of the subordinated debentures. Redemptions of
trust preferred securities will be made and the applicable redemption price will
be payable only to the extent that the Trust has funds on hand available for the
payment of such redemption price.
If the Trust notifies the holders of the trust preferred securities of a
redemption and if the trust preferred securities to be redeemed are issued in
global form, then on the applicable redemption date, the property trustee will
deposit irrevocably with the depositary for the trust preferred securities funds
sufficient to pay the applicable redemption price, to the extent funds are
available. In addition, the property trustee will give the depositary
irrevocable instructions and authority to pay the redemption price to the
beneficial owners of the trust preferred securities. If the trust preferred
securities are not issued in global form, then the property trustee will pay the
applicable redemption price to the holders of the trust preferred securities by
check mailed to their respective addresses appearing on the register of the
Trust on the redemption date. In addition, the property trustee will give such
paying agent irrevocable instructions and authority to pay the redemption price
to the holders of the trust preferred securities upon surrender of their
certificates evidencing the trust preferred securities. Notwithstanding the
foregoing, distributions payable on or prior to a redemption date for the trust
preferred securities will be payable to the holders of the trust preferred
securities on the relevant record dates for the related distribution dates. If a
notice of redemption has been given and funds have been deposited as required,
then upon the date of such deposit, all of the rights of the holders of the
trust preferred securities to be redeemed will cease, except for the right of
such holders to receive the redemption price (without interest thereon), and the
trust preferred securities will cease to be outstanding. If the redemption date
is not a business day, then payment of the applicable redemption price will be
made on the next business day (and without any interest or other payment in
respect of any such delay). If, however, the next business day falls in the next
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calendar year, then payment of the redemption price will be made on the business
day immediately preceding the redemption date.
If any payments for the redemption of any trust preferred securities are
improperly withheld or refused and not paid either by the Trust or by us
pursuant to the guarantee relating to the trust preferred securities, then
distributions on the trust preferred securities will continue to accumulate at
the then applicable rate, from the redemption date originally established by the
Trust until the date upon which such redemption payments actually are paid, in
which case the actual payment date will be the date fixed for redemption for
purposes of calculating the applicable redemption price.
Subject to applicable law (including, without limitation, U.S. federal
securities laws), we or our subsidiaries may purchase at any time and from time
to time outstanding preferred securities by tender, in the open market or by
private agreement.
Any notice of the redemption of trust securities or the distribution of
subordinated debentures in exchange for trust securities will be mailed to each
holder of trust preferred securities being so redeemed at least 30 days but not
more than 60 days before the applicable redemption date, at such holder's
registered address. Unless we default in the payment of the redemption price on
the subordinated debentures, interest will cease to accrue on the subordinated
debentures or portions thereof (and distributions will cease to accumulate on
the trust preferred securities or portions thereof) called for redemption on and
after the redemption date.
SUBORDINATION OF TRUST COMMON SECURITIES
The payment of distributions on, and any payment upon redemption of, the
trust preferred securities and trust common securities, as applicable, will be
made pro rata based on their respective liquidation amounts. If, however, an
event of default under the subordinated indenture (which is also a "trust
enforcement event" under the declaration of trust) has occurred and continues on
any distribution date or redemption date, then the amounts payable on such date
will not be made on any of the trust common securities, and no other payment on
account of the redemption liquidation or other acquisition of any trust common
securities will be made until all accumulated and unpaid distributions or
redemption payments, as the case may be, on all of the outstanding trust
preferred securities for which distributions are to be paid or that have been
called for redemption, as the case may be, are fully paid. All funds available
to the property trustee first will be applied to the payment in full in cash of
all distributions on, or the redemption price of, the trust preferred securities
then due and payable. The Trust will not issue any securities or other interests
in the assets of the Trust other than the trust preferred securities and the
trust common securities.
In the event that a trust enforcement event has occurred and is continuing
with respect to the trust preferred securities, then we, as sole holder of the
trust common securities, will be deemed to have waived any right to act with
respect to any such trust enforcement event until the effect of such trust
enforcement event with respect to the trust preferred securities has been cured,
waived or otherwise eliminated. Until such trust enforcement event has been so
cured, waived or otherwise eliminated, the property trustee will act solely on
behalf of the holders of the trust preferred securities and not on behalf of us,
as holder of the trust common securities, and only the holders of the trust
preferred securities will have the right to direct the property trustee to act
on their behalf.
DISSOLUTION OF THE TRUST AND DISTRIBUTIONS UPON DISSOLUTION
Unless otherwise specified in the applicable prospectus supplement, pursuant
to the declaration of trust, the Trust will automatically dissolve upon the
expiration of its term or, if earlier, shall dissolve on the first to occur of:
- certain events of bankruptcy, dissolution or liquidation of UtiliCorp;
- the written direction to the property trustee from us at any time to
dissolve the Trust and to distribute the subordinated debentures in
exchange for the trust securities;
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- redemption of all of the trust preferred securities; and
- the entry of an order for the dissolution of the Trust by a court of
competent jurisdiction.
If an early dissolution occurs as described in the first, second and fourth
clauses above, the Trust will be liquidated by the trustees as expeditiously as
the trustees determine to be possible by distributing, after satisfaction of
liabilities to creditors of the Trust as provided by applicable law, to the
holders of the trust securities in exchange therefor subordinated debentures,
unless such distribution is determined by the property trustee not to be
practical, in which event the holders of the trust securities will be entitled
to receive out of the assets of the Trust distributions in cash or other
immediately available funds to the extent such funds are available for
distribution after satisfaction of the Trust's liabilities to any creditors. The
amount of each liquidation distribution will be equal to the stated liquidation
amount plus accumulated and unpaid distributions thereon to the date of payment.
If, however, subordinated debentures are to be distributed in connection with
such liquidation, then the holders of the trust securities will receive
subordinated debentures in an aggregate principal amount equal to the stated
liquidation amount of the trust securities, with an interest rate identical to
the distribution rate of, and accrued and unpaid interest equal to accumulated
and unpaid distributions on, such trust securities.
If the liquidation distribution can be paid only in part because the Trust
has insufficient assets available to pay the aggregate amount in full, then the
amounts payable directly by the Trust on the trust securities will be paid on a
pro rata basis. We, as sole holder of the trust common securities, will be
entitled to receive liquidation distributions on a pro rata basis with the
holders of the trust preferred securities, except that if an event of default
under the subordinated indenture has occurred and is continuing, then the trust
preferred securities will have a preference over the trust common securities
with regard to such liquidation distributions.
TRUST ENFORCEMENT EVENTS; NOTICE
Under the declaration of trust, holders of trust securities have certain
rights in the event that any event of default under the subordinated indenture
has occurred and continues with respect to the trust securities issued under the
declaration. If a trust enforcement event has occurred and is continuing, the
trust preferred securities will have a preference over the trust common
securities upon dissolution of the Trust, as described above.
The property trustee will transmit by mail, first class postage prepaid,
notice of each trust enforcement event to the holders of the trust securities
within 90 days of the occurrence of the trust enforcement event. We and the
regular trustees are required to file annually with the property trustee a
certificate as to whether or not we are in compliance with all the conditions
and covenants applicable to us under the declaration of trust as well as any
reports that they may be required to file under the Trust Indenture Act.
REMOVAL OF TRUSTEES
The holder of the trust common securities may remove any trustee with or
without cause at any time. The removal of a property trustee, however, will not
be effective until a successor trustee possessing the qualifications to act as a
property trustee has accepted an appointment as property trustee in accordance
with the provisions of the declaration of trust.
MERGER OR CONSOLIDATION OF TRUSTEES
Any entity into which the property trustee, the Delaware trustee or any
regular trustee that is not a natural person may be merged or converted or with
which it may be consolidated, or any entity resulting from any merger,
conversion or consolidation to which such trustee may be a party, or any entity
succeeding to all or substantially all the corporate trust business of such
trustee, will be the successor of such trustee under the declaration of trust,
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provided that such entity is otherwise qualified and eligible.
MERGERS, CONSOLIDATIONS OR AMALGAMATIONS
The Trust may not consolidate with, convert into, amalgamate or merge with
or into, be replaced by or convey, transfer or lease its properties and assets
substantially as an entirety to any corporation or other body, except as
described below. At our request and with the consent of a majority of the
regular trustees, and without the consent of the holders of the trust preferred
securities, the Delaware trustee or the property trustee, the Trust may
consolidate with, convert into, amalgamate or merge with or into, be replaced by
or convey, transfer or lease its properties substantially as an entirety to a
trust organized under the laws of any state. Such consolidation, conversion,
amalgamation, merger, replacement, conveyance, transfer or lease will be
subject, however, to the following limitations:
- if the Trust is not the successor entity, then the successor entity either
must:
- expressly assume all of the Trust's obligations with respect to the
trust securities; or
- substitute for the trust securities other securities having
substantially the same terms as the trust securities, so long as these
substitute securities rank the same as the trust securities with
respect to distributions and payments upon liquidation, redemption and
otherwise;
- we must expressly appoint a trustee of a successor entity possessing the
same powers and duties as the property trustee as the holder of the
subordinated debentures;
- the trust preferred securities or any substitute securities must be
listed, or any substitute securities must be listed upon notification of
issuance, on any national securities exchange or with any other
organization on which the trust preferred securities are then listed or
quoted;
- such consolidation, conversion, amalgamation, merger, replacement,
conveyance, transfer or lease must not cause the trust preferred
securities (including any substitute securities) to be downgraded by any
nationally recognized statistical rating organization;
- such consolidation, conversion, amalgamation, merger, replacement,
conveyance, transfer or lease must not adversely affect the rights,
preferences and privileges of the holders of the trust preferred
securities (including any substitute securities) in any material respect;
- such successor entity must have a purpose substantially identical to that
of the Trust;
- prior to such consolidation, conversion, amalgamation, merger,
replacement, conveyance, transfer or lease, we must have received an
opinion of independent counsel to the Trust experienced in such matters to
the effect that:
- such consolidation, conversion, amalgamation, merger, replacement,
conveyance, transfer or lease does not adversely affect the rights,
preferences and privileges of the holders of the trust securities
(including any substitute securities) in any material respect;
- following such consolidation, conversion, amalgamation, merger,
replacement, conveyance, transfer or lease, neither the Trust nor such
successor entity will be required to register as an investment company
under the Investment Company Act; and
- following such consolidation, conversion, amalgamation, merger,
replacement, conveyance, transfer or lease, the Trust (or the
successor entity) will continue to be classified as a grantor trust
for United States federal income tax purposes;
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- we or any permitted successor or assignee must own all of the trust common
securities and must guarantee the obligations of such successor entity
under the substitute securities, at least to the extent provided by the
guarantee related to the trust preferred securities; and
- such successor entity must expressly assume all of the obligations of the
Trust.
Notwithstanding the foregoing, unless holders of 100% in aggregate liquidation
amount of the trust securities give their consent, the Trust will not
consolidate with, convert into, amalgamate or merge with or into, or be replaced
by or convey, transfer or lease its properties and assets substantially as an
entirety to, any other entity or permit any other entity to consolidate,
amalgamate, merge with or into, or replace it, if such consolidation,
conversion, amalgamation, merger, replacement, conveyance, transfer or lease
would cause the Trust or the successor entity to be classified as other than a
grantor trust for United States federal income tax purposes or would cause each
holder of trust securities not to be treated as owning an undivided beneficial
ownership interest in the subordinated debentures.
VOTING RIGHTS; AMENDMENT OF DECLARATION
Except as provided below and as otherwise required by the declaration of
trust, the Delaware Business Trust Act, the Trust Indenture Act and other
applicable law, the holders of the trust securities will have no voting rights.
Subject to the requirement of the property trustee obtaining a tax opinion
in certain circumstances set forth in the last sentence of this paragraph, the
holders of a majority in aggregate liquidation amount of the trust preferred
securities, voting separately as a class, have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
property trustee, or to direct the exercise of any trust or power conferred upon
the property trustee under the declaration of trust. This includes the right to
direct the property trustee, as holder of the subordinated debentures, to:
- exercise the remedies available to it under the subordinated indenture;
- consent to any amendment or modification of the subordinated indenture or
the subordinated debentures where such consent will be required; or
- waive any past default and its consequences that is waivable under the
subordinated indenture; provided that if an event of default under the
subordinated indenture has occurred and is continuing, then the holders of
25% of the aggregate liquidation amount of the trust preferred securities
may direct the property trustee to declare the principal of and interest
on the subordinated debentures due and payable; and provided further that
where a consent or action under the subordinated indenture would require
the consent or act of the holders of more than a majority of the aggregate
principal amount of subordinated debentures affected thereby, the property
trustee only may give such consent or take such action at the direction of
the holders of at least the same proportion in aggregate stated
liquidation amount of the preferred securities.
The property trustee will notify all holders of the trust preferred securities
of any notice of any event of default under the subordinated indenture that it
has received from us. The notice will state that the event of default also
constitutes a trust enforcement event. Except with respect to directing the
time, method and place of conducting a proceeding for a remedy, the property
trustee will have no obligation to take any of the actions described in the
first and second bullets above unless it first obtains an opinion of independent
tax counsel experienced in such matters to the effect that, as a result of such
action, the Trust will not fail to be classified as a grantor trust for United
States federal income tax purposes and that each holder of trust securities will
be treated as owning an
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undivided beneficial ownership interest in the subordinated debentures.
In the event the consent of the property trustee, as the holder of the
subordinated debentures, is required under the subordinated indenture with
respect to any amendment or modification of the subordinated indenture, the
property trustee will request the direction of the holders of the trust
securities with respect to such amendment or modification and will vote with
respect to such amendment or modification as directed by the holders of a
majority in stated liquidation amount of the trust securities voting together as
a single class; provided that where a consent under the subordinated indenture
would require the consent of the holders of more than a majority of the
aggregate principal amount of the subordinated debentures, the property trustee
only may give such consent at the direction of the holders of at least the same
proportion in aggregate stated liquidation amount of the trust securities. The
property trustee will not take any action in accordance with the directions of
the holders of the trust securities unless the property trustee has obtained an
opinion of independent tax counsel to the effect that the Trust will not be
classified as other than a grantor trust for United States federal income tax
purposes as a result of such action, and that each holder of trust securities
will be treated as owning an undivided beneficial ownership interest in the
subordinated debentures.
A waiver of an event of default under the subordinated indenture with
respect to the subordinated debentures will constitute a waiver of the
corresponding trust enforcement event.
Any required approval or direction of holders of trust preferred securities
may be given at a separate meeting of holders of preferred securities convened
for such purpose, at a meeting of all of the holders of preferred securities or
pursuant to written consent. The regular trustees will cause a notice of any
meeting at which holders of trust preferred securities are entitled to vote to
be mailed to each holder of record of trust preferred securities. Each notice
will include a statement setting forth:
- the date of the meeting;
- a description of any resolution proposed for adoption at the meeting on
which the holders are entitled to vote; and
- instructions for the delivery of proxies.
No vote or consent of the holders of trust preferred securities will be
required for the Trust to redeem and cancel trust preferred securities or
distribute subordinated debentures in accordance with the declaration of trust
and the terms of the trust securities.
Notwithstanding that holders of trust preferred securities are entitled to
vote or consent under any of the circumstances described above, any of the trust
preferred securities that are owned at such time by us, the trustees or any
entity directly or indirectly controlled by, or under direct or indirect common
control with, us or any trustee will not be entitled to vote or consent and
will, for purposes of such vote or consent, be treated as if such trust
preferred securities were not outstanding.
Except during the continuance of an event of default under the subordinated
indenture, the holders of the trust preferred securities will have no rights to
appoint or remove the trustees, who may be appointed, removed or replaced solely
by us as the holder of all of the common trust securities. If an event of
default has occurred and is continuing, the property trustee and the Delaware
trustee may be removed and replaced by the holders of a majority in liquidation
amount of the trust preferred securities.
GLOBAL PREFERRED SECURITIES
Unless otherwise specified in the applicable prospectus supplement, the
trust preferred securities may be issued in whole or in part in global form that
will be deposited with, or on behalf of, a depositary identified in the
applicable prospectus supplement. Global trust preferred securities may be
issued only in fully registered form and in either temporary or permanent form.
Unless and until a global trust
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preferred security is exchanged in whole or in part for the individual trust
preferred securities represented thereby, the depositary holding the global
trust preferred security may transfer the global trust preferred security only
to its nominee or successor depositary (or vice versa) and only as a whole.
Unless otherwise indicated in the applicable prospectus supplement for the trust
preferred securities, the depositary for the global trust preferred securities
will be The Depository Trust Company. The laws of some jurisdictions require
that certain purchasers of securities take physical delivery of such securities
in certificated form. Such limits and laws may impair the ability to transfer
beneficial interests in global trust preferred securities.
The specific terms of the depositary arrangement for the trust preferred
securities will be described in the applicable prospectus supplement. We expect
that the applicable depositary or its nominee, upon receipt of any payment of
liquidation amount, premium or distributions in respect of a permanent global
trust preferred security representing any of the trust preferred securities,
immediately will credit participants' accounts with payments in amounts
proportionate to their respective beneficial interests in the aggregate
principal amount of such global trust preferred security as shown on the records
of the depositary or its nominee. We also expect that payments by participants
to beneficial owners will be governed by standing instructions and customary
practices, as is now the case with securities held for the accounts of customers
in bearer form or registered in "street name." Such payments will be the
responsibility of such participants.
Unless otherwise specified in the applicable prospectus supplement, if at
any time the depositary is unwilling, unable or ineligible to continue as a
depositary for the trust preferred securities, the Trust will appoint a
successor depositary with respect to the trust preferred securities. If a
successor depositary is not appointed by the Trust within 90 days after the
Trust receives such notice or becomes aware of such ineligibility, the Trust's
election that the trust preferred securities be represented by one or more
global trust securities will no longer be effective, and a regular trustee on
behalf of the Trust will execute, and the property trustee will authenticate and
deliver, trust preferred securities in definitive registered form, in any
authorized denominations, in an aggregate stated liquidation amount equal to the
principal amount of the global trust preferred securities representing the trust
preferred securities in exchange for such global trust preferred securities. In
addition, the Trust may at any time and in its sole discretion, subject to any
limitations described in the applicable prospectus supplement, determine not to
have any trust preferred securities represented by one or more global trust
preferred securities, and, in such event, a regular trustee on behalf of the
Trust will execute and the property trustee will authenticate and deliver trust
preferred securities in definitive registered form, in an aggregate stated
liquidation amount equal to the principal amount of the global trust preferred
securities representing such trust preferred securities, in exchange for such
global trust preferred securities.
PAYMENT AND PAYING AGENCY
Payments in respect of the trust preferred securities will be made to the
applicable depositary, which will credit the relevant participants' accounts on
the applicable distribution dates or, if the trust preferred securities are not
held by a depositary, such payments will be made by check mailed to the address
of the holder of the trust preferred security that appear on the Trust's
security register. Unless otherwise specified in the applicable prospectus
supplement, the paying agent for the trust preferred securities initially will
be the property trustee. The paying agent will be permitted to resign as paying
agent upon 30 days' written notice to the property trustee and us.
REGISTRAR AND TRANSFER AGENT
Unless otherwise specified in the applicable prospectus supplement, the
property trustee will act as registrar and transfer agent for the trust
preferred securities.
Registration of transfers of trust preferred securities will be made without
charge by or on
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behalf of the Trust, but the Trust may require payment of any tax or other
governmental charges that may be imposed in connection with any transfer or
exchange of trust preferred securities.
INFORMATION CONCERNING THE PROPERTY TRUSTEE
The property trustee will not be liable for any action taken, suffered or
omitted to be taken by it without negligence, in good faith and reasonably
believed by it to be authorized or within the discretion, rights or powers
conferred upon it by the declaration of trust. The property trustee will be
under no obligation to exercise any rights or powers vested in it by the
declaration of trust at the request of a holder of trust securities, unless the
holder provides the property trustee security and indemnity, reasonably
satisfactory to the property trustee, against the costs and expenses and
liabilities that might be incurred.
DESCRIPTION OF THE GUARANTEE
The following description sets forth certain general terms and provisions of
the guarantee relating to the trust preferred securities to which any prospectus
supplement may relate. The particular terms and provisions of the guarantee and
the application of these general terms and provisions thereto will be described
in the applicable prospectus supplement.
Pursuant to and for the purposes of compliance with the Trust Indenture Act,
the guarantee will qualify as an indenture, and The Chase Manhattan Bank will
act as guarantee trustee under the guarantee and hold the guarantee for the
benefit of the holders of the trust securities. The following description of
certain terms and provisions of the guarantee is a summary and is not complete.
You should refer to the form of guarantee (including the definitions therein of
certain terms) that is filed as an exhibit to the registration statement, and to
the Trust Indenture Act.
GENERAL
To the extent set forth in the guarantee and except to the extent paid by
the Trust, we will irrevocably and unconditionally agree to pay the holders of
the trust securities the guarantee payments (as defined below), in full, as and
when due, regardless of any defense, right of set-off or counterclaim that the
Trust may have or assert. The payments subject to the guarantee include:
- any accumulated and unpaid distributions that are required to be paid on
the trust securities, to the extent the Trust has funds available
therefor;
- the redemption price, including all accumulated and unpaid distributions
to the date of redemption, with respect to the trust securities, to the
extent the Trust has funds available therefor;
- the repayment price, including all accumulated and unpaid distributions to
the date of repayment, to the extent the Trust has funds available
therefor; and
- upon a voluntary or involuntary dissolution, winding-up or termination of
the Trust (other than in connection with the distribution of subordinated
debentures to the holders in exchange for the trust securities, as
provided in the declaration of trust), the lesser of:
- the aggregate of the stated liquidation amount and all accumulated and
unpaid distributions on the trust securities to the date of payment,
to the extent the Trust has funds available therefor; and
- the amount of assets of the Trust remaining available for distribution
to holders of the trust securities in liquidation of the Trust.
Our obligation to make a guaranteed payment may be satisfied by direct payment
of the required amounts by us to the holders of trust preferred securities or by
causing the Trust to pay such amounts to such holders.
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If a trust enforcement event has occurred and is continuing, the rights of
holders of the trust common securities to receive guaranteed payments will be
subordinated to the rights of holders of trust preferred securities to receive
guaranteed payments.
The guarantee will apply only to the extent the Trust has funds available to
make payments with respect to the trust securities. If we do not make interest
payments on the subordinated debentures owned by the Trust, the Trust will not
have funds available to pay distributions on the trust preferred securities.
Through the guarantee, the subordinated debentures and the subordinated
indenture, taken together, we have fully and unconditionally guaranteed all of
the Trust's obligations under the trust securities. No single document standing
alone or operating in conjunction with fewer than all of the other documents
constitutes such guarantee. It is only the combined operation of the documents
that has the effect of providing a full and unconditional guarantee of the
Trust's obligations under the declaration of trust.
STATUS OF THE GUARANTEE
The guarantee will constitute a guarantee of payment and not of collection.
Any beneficiary of the guarantee may institute a legal proceeding directly
against us to enforce such rights under the guarantee without instituting a
legal proceeding against any other person or entity.
CERTAIN COVENANTS OF UTILICORP
We will covenant that, so long as any trust securities remain outstanding,
if an event of default occurs under the guarantee or a trust enforcement event
occurs under the declaration of trust and written notice of such event has been
given to us, then we may not:
- declare or pay any dividends or distributions on, or redeem, purchase,
acquire, or make a liquidation payment with respect to any of our capital
stock; or
- make any payment of principal, interest or premium, if any, on or repay,
repurchase or redeem any debt securities that rank equally with or junior
in interest to the subordinated debentures or make any guarantee payments
with respect to any guarantee by us of the debt securities of any
subsidiary of ours if such guarantee ranks equally with or junior in
interest to the subordinated debentures.
However, even if an event of default occurs, we may:
- purchase or acquire our capital stock in connection with the satisfaction
by us of our obligations under any employee benefit plans or pursuant to
any contract or security outstanding on the date of such event requiring
us to purchase our capital stock;
- reclassify our capital stock or exchange or convert one class or series of
our capital stock for another class or series of our capital stock;
- purchase fractional interests in shares of our capital stock pursuant to
the conversion or exchange provisions of such capital stock or the
security being converted or exchanged;
- declare dividends or distributions in our capital stock;
- redeem or repurchase of any rights pursuant to a rights agreement; and
- make payments under the guarantee related to the trust preferred
securities.
AMENDMENTS; ASSIGNMENT
Except with respect to any changes that do not adversely affect the rights
of holders of the trust securities in any material respect (that do not require
the consent of holders), the guarantee may be amended only with the prior
approval of the holders of at least a majority in liquidation amount (including
the stated amount that would be paid on redemption, liquidation or otherwise,
plus accrued and unpaid distributions to the date upon which the voting
percentages are determined) of all the outstanding trust securities. All
guarantees and agreements contained in the guarantee will bind the successors,
assigns, receivers, trustees and
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representatives of ours and will inure to the benefit of the holders of the
trust securities then outstanding.
EVENTS OF DEFAULT
An event of default under the guarantee will occur upon our failure to
perform any of our payment or other obligations thereunder.
The holders of a majority in stated liquidation amount of the trust
securities have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the guarantee trustee in respect of the
guarantee or to direct the exercise of any trust or power conferred upon the
guarantee trustee under the guarantee. If the guarantee trustee fails to enforce
the guarantee, any holder of trust securities may institute a legal proceeding
directly against us to enforce its rights under the guarantee, without first
instituting a legal proceeding against the Trust, the guarantee trustee or any
other person. Notwithstanding the foregoing, if we fail to make a guaranteed
payment, a holder of trust securities may directly institute a proceeding
against us for enforcement of the guarantee for such payment.
We, as guarantor, are required to file annually with the guarantee trustee a
certificate indicating whether or not we are in compliance with all of the
conditions and obligations applicable to us under the guarantee.
TERMINATION
The guarantee will terminate:
- upon full payment of the redemption price of all of the trust securities;
- upon full payment of the repayment price of all of the trust securities;
- upon distribution of the subordinated debentures held by the Trust to the
holders of the trust securities; or
- upon full payment of the amounts payable in accordance with the
declaration of trust upon liquidation of the Trust.
The guarantee will continue to be effective or will be reinstated, as the case
may be, if at any time any holder of the trust securities must return payment of
any sums paid under the trust securities or the guarantee.
INFORMATION CONCERNING THE GUARANTEE TRUSTEE
The guarantee trustee, prior to the occurrence of a default with respect to
the guarantee, will undertake to perform only those duties specifically set
forth in the guarantee and, after a default that has not been cured or waived,
will exercise the same degree of care as a prudent individual would exercise in
the conduct of his or her own affairs. Subject to such provisions, the guarantee
trustee will be under no obligation to exercise any of the rights or powers
vested in it by the guarantee at the request or direction of any holder of the
trust securities, unless such holder provides the guarantee trustee security and
indemnity, reasonably satisfactory to the guarantee trustee, against the costs,
expenses (including attorneys' fees and expenses and the expenses of the
guarantee trustee's agents, nominees or custodians) and liabilities that might
be incurred thereby. The foregoing will not relieve the guarantee trustee, upon
the occurrence of an event of default under the guarantee, of its obligation to
exercise the rights and powers vested in it by the guarantee.
GOVERNING LAW
The guarantee will be governed by, construed and interpreted in accordance
with the laws of the State of New York.
RELATIONSHIP AMONG THE PREFERRED SECURITIES, THE
SUBORDINATED DEBENTURES AND THE GUARANTEE
To the extent set forth in the guarantee and to the extent funds are
available, we will irrevocably guarantee the payment of distributions and other
amounts due on the trust
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securities. If and to the extent we do not make payments on the subordinated
debentures, the Trust will not have sufficient funds to pay distributions or
other amounts due on the trust securities. The guarantee does not cover any
payment of distributions or other amounts due on the trust securities unless the
Trust has sufficient funds for the payment of such distributions or other
amounts. In such event, a holder of trust securities may institute a legal
proceeding directly against us to enforce payment of such distributions or other
amounts to such holder after the respective due dates. Taken together, our
obligations under the subordinated debentures, the subordinated indenture and
the guarantee provide a full and unconditional guarantee of payments of
distributions and other amounts due on the trust securities. No single document
standing alone or operating in conjunction with fewer than all of the other
documents constitutes such guarantee. It is only the combined operation of these
documents that provides a full and unconditional guarantee of the Trust's
obligations under the trust securities.
SUFFICIENCY OF PAYMENTS
As long as payments of interest and other amounts are made when due on the
subordinated debentures, such payments will be sufficient to cover distributions
and payments due on the trust securities because of the following factors:
- the aggregate principal amount of the subordinated debentures will be
equal to the sum of the aggregate stated liquidation amount of the trust
securities;
- the interest rate and the interest and other payment dates on the
subordinated debentures will match the distribution rate and distribution
and other payment dates for the trust securities;
- we, as issuer of the subordinated debentures, will pay, and the Trust will
not be obligated to pay, directly or indirectly, all costs, expenses,
debts and obligations of the Trust (other than with respect to the trust
securities); and
- the declaration of trust further provides that the Trust will not engage
in any activity that is not consistent with the limited purposes of the
Trust.
Notwithstanding anything to the contrary in the subordinated indenture, we
have the right to set-off any payment we are otherwise required to make
thereunder against and to the extent we have already made, or are concurrently
on the date of such payment making, a related payment under the guarantee.
ENFORCEMENT RIGHTS OF HOLDERS OF PREFERRED SECURITIES
The declaration of trust provides that if we fail to make interest or other
payments on the subordinated debentures when due (taking account of any
extension period), the holders of the trust preferred securities may direct the
property trustee to enforce its rights under the subordinated indenture. If the
property trustee fails to enforce its rights under the subordinated indenture in
respect of an event of default under the subordinated indenture, any holder of
record of trust preferred securities may, to the fullest extent permitted by
applicable law, institute a legal proceeding against us to enforce the property
trustee's rights under the subordinated indenture without first instituting any
legal proceeding against the property trustee or any other person or entity.
Notwithstanding the foregoing, if a trust enforcement event has occurred and is
continuing and such event is attributable to our failure to pay interest or
principal on the subordinated debentures on the date such interest or principal
is otherwise payable, then a holder of trust preferred securities may institute
a direct action against us for payment.
If we fail to make payments under the guarantee, a holder of trust preferred
securities may institute a proceeding directly against us for enforcement of the
guarantee for such payments.
LIMITED PURPOSE OF TRUST
The trust preferred securities evidence undivided beneficial ownership
interests in the Trust, and the Trust exists for the sole purpose of issuing and
selling the trust securities and
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using the proceeds to purchase our subordinated debentures. A principal
difference between the rights of a holder of trust preferred securities and a
holder of subordinated debentures is that a holder of subordinated debentures is
entitled to receive from us the principal amount of and interest accrued on the
subordinated debentures held, while a holder of trust preferred securities is
entitled to receive distributions and other payments from the Trust (or from us
under the guarantee) only if and to the extent the Trust has funds available for
the payment of such distributions and other payments.
RIGHTS UPON DISSOLUTION
Upon any voluntary or involuntary dissolution, winding-up or liquidation of
the Trust involving the redemption or repayment of the subordinated debentures,
the holders of the trust securities will be entitled to receive, out of assets
held by the Trust, subject to the rights of creditors of the Trust, if any, the
liquidation distribution in cash. Because we are the guarantor under the
guarantee and, as issuer of the subordinated debentures, have agreed to pay for
all costs, expenses and liabilities of the Trust (other than the Trust's
obligations to the holders of the trust securities), the positions of a holder
of trust securities and a holder of subordinated debentures relative to other
creditors and to our stockholders in the event of liquidation or bankruptcy of
UtiliCorp would be substantially the same.
DESCRIPTION OF STOCK PURCHASE CONTRACTS
AND STOCK PURCHASE UNITS
We may issue stock purchase contracts, including contracts obligating
holders to purchase from us, and us to sell to the holders, a specified number
of shares of common stock at a future date or dates, which we refer to herein as
"stock purchase contracts." The price per share of common stock and the number
of shares of common stock may be fixed at the time the stock purchase contracts
are issued or may be determined by reference to a specific formula set forth in
the stock purchase contracts. The stock purchase contracts may be issued
separately or as part of units consisting of a stock purchase contract and debt
securities, trust preferred securities or debt obligations of third parties,
including U.S. treasury securities, securing the holders' obligations to
purchase the common stock under the stock purchase contracts, which we refer to
herein as "stock purchase units." The stock purchase contracts may require us to
make periodic payments to the holders of the stock purchase units or vice versa,
and such payments may be unsecured or refunded on some basis. The stock purchase
contracts may require holders to secure their obligations thereunder in a
specified manner.
The applicable prospectus supplement will describe the terms of the stock
purchase contracts or stock purchase units. The description in the prospectus
supplement will not necessarily be complete, and reference will be made to the
stock purchase contracts, and, if applicable, collateral or depositary
arrangements, relating to the stock purchase contracts or stock purchase units.
Material United States federal income tax considerations applicable to the stock
purchase units and the stock purchase contracts will also be discussed in the
applicable prospectus supplement.
PLAN OF DISTRIBUTION
We and the trust may sell securities in any of three ways:
- through underwriters or dealers;
- directly to a limited number of institutional purchasers or to a single
purchaser; or
- through agents.
Any underwriter, dealer or agent, may be deemed to be an underwriter within
the meaning of the Securities Act of 1933. The terms of the offering of the
securities with respect to which this prospectus is being delivered will be set
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forth in the applicable prospectus supplement and will include:
- the name or names of any underwriters, dealers or agents;
- the purchase price of the securities and the proceeds to us from such
sale;
- any underwriting discounts and other items constituting underwriters'
compensation;
- the public offering price; and
- any discounts or concessions which may be allowed or reallowed or paid to
dealers and any securities exchanges on which the securities may be
listed.
If underwriters are used in the sale of securities, the 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 offered to the public either through underwriting
syndicates represented by managing underwriters or directly by one or more
underwriters acting alone. Unless otherwise set forth in the applicable
prospectus supplement, the obligations of the underwriters to purchase the
securities described in the applicable prospectus supplement will be subject to
certain conditions precedent, and the underwriters will be obligated to purchase
all of the securities if any are so purchased by them. Any public offering price
and any discounts or concessions allowed or reallowed or paid to dealers may be
changed from time to time.
The securities may be sold from time to time directly by us or the Trust
through agents designated by us or the Trust. Any agents involved in the offer
or sale of the securities in respect of which this prospectus is being
delivered, and any commissions payable by us or the Trust to such agents, will
be set forth in the applicable prospectus supplement. Unless otherwise indicated
in the applicable prospectus supplement, any agent will be acting on a best
efforts basis for the period of its appointment.
If dealers are utilized in the sale of any securities, we or the Trust will
sell the securities to the dealers, as principals. Any dealer may resell the
securities to the public at varying prices to be determined by the 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.
Securities may also be offered and sold, if so indicated in the applicable
prospectus supplement, in connection with a remarketing upon their purchase, in
accordance with a redemption or repayment pursuant to their terms, or otherwise,
by one or more firms, which we refer to herein as the "remarketing firms,"
acting as principals for their own accounts or as our or the Trust's agents, as
applicable. Any remarketing firm will be identified and the terms of its
agreement, if any, with us or the Trust and its compensation will be described
in the applicable prospectus supplement. Remarketing firms may be deemed to be
underwriters, as that term is defined in the Securities Act in connection with
the securities remarketed thereby.
If so indicated in the applicable prospectus supplement, we or the Trust
will authorize agents, underwriters or dealers to solicit offers by certain
specified institutions to purchase the securities to which this prospectus and
the applicable prospectus supplement relates from us or the Trust at the public
offering price set forth in the applicable prospectus supplement, plus, if
applicable, accrued interest, pursuant to delayed delivery contracts providing
for payment and delivery on a specified date in the future. These contracts will
be subject only to those conditions set forth in the applicable prospectus
supplement, and the applicable prospectus supplement will set forth the
commission payable for solicitation of the contracts.
Underwriters will not be obligated to make a market in any securities. No
assurance can be given regarding the activity of trading in, or liquidity of,
any securities.
Agents, dealers, underwriters and remarketing firms may be entitled, under
agreements entered into with us or the Trust (or
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both), to indemnification by us or the Trust (or both) against certain civil
liabilities, including liabilities under the Securities Act, or to contribution
to payments they may be required to make in respect thereof. Agents, dealers,
underwriters and remarketing firms may be customers of, engage in transactions
with, or perform services for, us and/or the Trust in the ordinary course of
business.
Each series of securities will be a new issue and, other than the common
stock, which is listed on the New York, Pacific and Toronto Stock Exchanges,
will have no established trading market. We may elect to list any series of
securities on an exchange, and in the case of the common stock, on any
additional exchange, but, unless otherwise specified in the applicable
prospectus supplement, we shall not be obligated to do so. No assurance can be
given as to the liquidity of the trading market for any of the securities.
Agents, underwriters, dealers and remarketing firms may be customers of,
engage in transactions with, or perform services for, us and our subsidiaries in
the ordinary course of business.
LEGAL MATTERS
Certain legal matters in connection with the equity securities, the debt
securities, the subordinated debentures, the trust preferred securities, the
guarantee, the stock purchase contracts and stock purchase units offered by the
prospectus will be passed upon for us by Blackwell Sanders Peper Martin LLP, Two
Pershing Square, 2300 Main Street, Kansas City, Missouri 64108. Certain matters
of Delaware law relating to the validity of the trust preferred securities will
be passed upon on behalf of the trust by Richards, Layton & Finger, P.A.,
counsel to the Trust. Milbank, Tweed, Hadley & McCloy LLP provides legal
services to us from time to time.
EXPERTS
Our annual consolidated financial statements and schedules incorporated in this
prospectus by reference from our 1998 Annual Report on Form 10-K have been
audited by Arthur Andersen LLP, independent public accountants, as indicated in
their report with respect thereto, and are incorporated herein in reliance upon
the authoring of said firm as experts in giving said reports.
38
<PAGE>
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The aggregate estimated expenses, other than underwriting discounts and
commissions, in connection with the offering pursuant to this registration
statement are currently anticipated to be as follows (all amounts except for the
Securities and Exchange Commission filing fee are estimated):
<TABLE>
<S> <C>
Registration Fee.................................................. $ 222,384
Printing and Engraving Expenses................................... 150,000
Legal Fees and Expenses........................................... 250,000
Accounting Fees and Expenses...................................... 50,000
Transfer Agent and Registrar Fees................................. 50,000
Trustees' Fees.................................................... 10,000
Exchange Listing Fees............................................. 40,000
Miscellaneous..................................................... 2,616
---------
Total............................................................. $ 775,000
---------
---------
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law confers broad powers
upon corporations incorporated in that State with respect to indemnification of
any person against liabilities incurred by reason of the fact that such person
is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer, employee
or agent of another corporation or other business entity. The provisions of
Section 145 are not exclusive of any other rights to which those seeking
indemnification may be entitled under any bylaw, agreement or otherwise.
The Certificate of Incorporation of the Company contains a provision that
eliminates the personal liability of the Company's directors to the Company or
its stockholders for monetary damages for breach of fiduciary duty to the
fullest extent permitted by the Delaware General Corporation Law.
There is in effect for the Company a dual phase insurance policy providing
directors and officers with indemnification, subject to certain exclusions and
to the extent not otherwise indemnified by the Company, against loss (excluding
expenses incurred in the defense of actions, suits or proceedings in connection
therewith) arising from any negligent act, error, omission or breach of duty
while acting in their capacity as directors and officers of the Company. The
policy also reimburses the Company for liability incurred in the indemnification
of its directors and officers.
There is also in effect a Bylaw provision entitling officers and directors
to be indemnified by the Company against costs or expenses, attorneys' fees,
judgments, fines and amounts paid in settlement that are actually and reasonably
incurred in connection with any action, suit or proceeding, including actions
brought by or in the right of the Company, to which such persons are made or
threatened to be made a party, by reason of their being a director or officer.
Such right, however, may be made only as authorized by (i) a majority vote of a
quorum of disinterested directors, or (ii) if such quorum is not obtainable or,
if obtainable, a majority thereof so directs, by independent legal counsel, or
(iii) by the stockholders of the Company, upon a determination that the person
seeking indemnification acted in good faith and in the manner that he or she
reasonably believed to be in or not opposed to the Company's best interest, or,
if the action is criminal in nature, upon a determination that the person
seeking indemnification had no reasonable cause to believe that such person's
conduct was unlawful. This provision also requires the Company, upon
authorization by the Board of Directors, to advance costs and expenses,
including attorneys' fees, reasonably incurred in defending such actions;
provided,
II-1
<PAGE>
that any person seeking such an advance first provide the Company with an
undertaking to repay any amount as to which it may be determined such person is
not entitled.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
- ------------- -----------------------------------------------------------------
<C> <S>
*1(a) --Form of Underwriting Agreement for Debt Securities. (Exhibit
1(a) to UtiliCorp United Inc.'s Registration Statement No.
333-6707, filed November 10, 1998.)
*1(b) --Form of Underwriting Agreement for Common Stock. (Exhibit 1(b)
to UtiliCorp United Inc.'s Registration Statement No. 333-6707,
filed November 10, 1998.)
**1(c) --Form of Underwriting Agreement for PEPS Umts.
*4(a)(1) --Certificate of Incorporation of the Registrant. (Exhibit
4(a)(1) to UtiliCorp United Inc.'s Annual Report on Form 10-K
for the fiscal year ended December 31, 1991.)
*4(a)(2) --Certificate of Amendment to Certificate of Incorporation of
UtiliCorp United Inc. (Exhibit 4(a)(1) to Registration
Statement No. 33-16990, filed September 3, 1987.)
*4(a)(3) --Certificate of Amendment to Certificate of Incorporation of
UtiliCorp United Inc. Exhibit 4(a)(5) to the Registration
Statement No. 33-50260, filed July 31, 1992.)
*4(a)(4) --Certificate of Amendment to Certificate of Incorporation of
UtiliCorp United Inc. (Exhibit 3.2 to UtiliCorp United Inc.'s
Quarterly Report on Form 10-Q for the period ended June 30,
1998.)
*4(b) --Bylaws of UtiliCorp United Inc., as amended. (Exhibit 3.1 to
UtiliCorp United Inc.'s Quarterly Report on Form 10-Q for the
period ended June 30, 1998).
*4(c) --Twentieth Supplemental Indenture, dated as of May 26, 1989,
Supplemental to Indenture of Mortgage and Deed of Trust, dated
July 1, 1951. (Exhibit 4(d) to Registration Statement No.
33-45382.)
*4(d)(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(d)(2) --First Supplemental Indenture, dated as of November 27, 1990.
(Exhibit 4(b) to UtiliCorp United Inc.'s Current Report on Form
8-K, dated November 30, 1990).
*4(d)(3) --Second Supplemental Indenture, dated as of November 15, 1991.
(Exhibit (a) to UtiliCorp United Inc.'s Current Report on Form
8-K, dated December 19, 1991.)
*4(d)(4) --Third Supplemental Indenture, dated as of January 15, 1992.
(Exhibit 4(c)(4) to UtiliCorp United Inc.'s Annual Report on
Form 10-K for the year ended December 31, 1991).
*4(d)(5) --Fourth Supplemental Indenture, dated as of February 24, 1993.
(Exhibit 4(c)(5) to UtiliCorp United Inc.'s Annual Report on
Form 10-K for the year ended December 31, 1992.)
*4(d)(6) --Fifth Supplemental Indenture, dated as of April 1, 1993.
(Exhibit 4(c)(6) to UtiliCorp United Inc.'s Annual Report on
Form 10-K for the year ended December 31, 1993.)
*4(d)(7) --Sixth Supplemental Indenture, dated as of November 1, 1994.
(Exhibit 4(d)(7) to UtiliCorp United Inc.'s Registration
Statement No. 33-57167, filed January 4, 1995.)
*4(d)(8) --Seventh Supplemental Indenture, dated as of June 1, 1995.
(Exhibit 4 to UtiliCorp United Inc.'s Quarterly Report on Form
10-Q for the period ended June 30, 1995.)
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
- ------------- -----------------------------------------------------------------
<C> <S>
*4(d)(9) --Eighth Supplemental Indenture, dated as of October 1, 1996.
(Exhibit 4(b)(9) to UtiliCorp United Inc.'s Annual Report on
10-K for the year ended December 31, 1996.)
*4(d)(10) --Ninth Supplemental Indenture, dated as of September 1, 1997.
(Exhibit 4 to UtiliCorp United Inc.'s Quarterly Report on Form
10-Q for the period ended September 30, 1997.)
*4(d)(11) --Tenth Supplemental Indenture, dated as of March 31, 1999.
(Exhibit 4(c)(11)) to UtiliCorp United Inc.'s Registration
Statement No. 333-83979, filed July 29, 1999.)
*4(d)(12) --Eleventh Supplemental Indenture, dated as of July 20, 1999.
(Exhibit 4(c)(12) to UtiliCorp United Inc.'s Registration
Statement No. 333-83979, filed July 29, 1999.)
*4(d)(13) --Form of Supplemental Indenture.
*4(e) --Form on 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(f)(1) --Indenture, dated as of June 1, 1995, Junior Subordinated
Debentures. (Exhibit 4(d)(1) to UtiliCorp United Inc.'s Annual
Report on Form 10-K for the year ended December 31, 1995.)
*4(f)(2) --First Supplemental Indenture, dated as of June 1, 1995,
Supplement to Indenture dated June 1, 1995. (Exhibit 4(d)(2) to
UtiliCorp United Inc.'s Annual Report on Form 10-K for the year
ended December 31, 1995.)
Long-term debt instruments of UtiliCorp United Inc. in amounts
not exceeding 10 per cent of the total assets of UtiliCorp
United Inc. and its subsidiaries on a consolidated basis will
be furnished to the Commission upon request.
***4(g) --Form of Indenture among UCU Capital Trust I, UtiliCorp United
Inc. and The Chase Manhattan Bank, as trustee.
***4(h) --Form of Guarantee Agreement to be delivered by UtiliCorp United
Inc.
4(i) --Certificate of Trust of UCU Capital Trust I.
4(j) --Declaration of Trust of UCU Capital Trust I, dated August 30,
1999.
***4(k) --Form of Amended and Restated Declaration of Trust of UCU
Capital Trust I.
***4(l) --Form of Preferred Security (included as Exhibit A to the Form
of Amended and Restated Declaration of Trust to be filed as
Exhibit 4(k).)
***4(m) --Form of Purchase Contract Agreement.
***4(n) --Form of Pledge Agreement.
***5(a) --Opinion of Blackwell Sanders Peper Martin LLP.
***5(b) --Opinion of Richards, Layton & Finger, P.A.
12 --Computation of Ratio of Earnings to Fixed Changes.
23(a) --Consent of Arthur Andersen LLP, Kansas City, Missouri.
***23(b) --Consent of Blackwell Sanders Peper Martin LLP. (included in
opinion filed as Exhibit 5(a).)
***23(c) --Consent of Richards, Layton & Finger, P.A. (included in opinion
filed as Exhibit 5(b).)
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
- ------------- -----------------------------------------------------------------
<C> <S>
24 --Power of Attorney executed by certain officers and a majority
of the Board of Directors of UtiliCorp United Inc.
25(a) --Form T-1 Statement of Eligibility of The Chase Manhattan Bank
as the Indenture Trustee.
25(b) --Form T-1 Statement of Eligibility of The Chase Manhattan Bank
as the Guarantee Trustee.
25(c) --Form T-1 Statement of Eligibility of The Chase Manhattan Bank
as the Property Trustee under the Amended and Restated
Declaration of Trust of UCU Capital Trust I.
</TABLE>
- ------------------------
* Exhibits marked with an asterisk are incorporated by reference as indicated
pursuant to Rule 411(c).
** To be filed subsequent to the effectiveness of this Registration Statement
by an amendment to the Registration Statement or incorporated by reference
pursuant to a Current Report on Form 8-K in connection with the offering of
securities.
*** To be filed by amendment.
ITEM 17. UNDERTAKINGS.
The undersigned Registrants hereby undertake:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of the prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
II-4
<PAGE>
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant to section 13(a)
or section 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under Item 15 above, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrants will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on behalf of the
undersigned, in the City of Kansas City, State of Missouri, on the 31st day of
August, 1999.
<TABLE>
<S> <C> <C>
UTILICORP UNITED INC.
By: /s/ DALE J. WOLF
-----------------------------------------
Dale J. Wolf
VICE PRESIDENT, FINANCE, TREASURER
AND CORPORATE SECRETARY
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on the 31st day of August, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ------------------------------ --------------------------
<C> <S>
Chairman of the Board and
RICHARD C. GREEN, JR.* Chief Executive Officer
- ------------------------------ (Principal Executive
Richard C. Green, Jr.* Officer)
Vice President, Finance,
/s/ DALE J. WOLF Treasurer and Corporate
- ------------------------------ Secretary (Principal
Dale J. Wolf Financial Officer)
Vice President--Finance
/s/ PETER S. LOWE Management and
- ------------------------------ Accounting Services
Peter S. Lowe (Principal Accounting
Officer)
RICHARD C. GREEN, JR.*
JOHN R. BAKER*
HERMAN CAIN*
ROBERT K. GREEN*
A majority of the Board of
IRVINE O. HOCKADAY, JR.* Directors
STANLEY O. IKENBERRY*
ROBERT F. JACKSON, JR.
L. PATTON KLINE*
AVIS G. TUCKER*
</TABLE>
<TABLE>
<S> <C> <C>
*By: /s/ DALE J. WOLF
-------------------------
Dale J. Wolf
AS ATTORNEY-IN-FACT FOR
THE ABOVE-NAMED OFFICERS
AND DIRECTORS PURSUANT TO
POWERS OF ATTORNEY DULY
EXECUTED BY SUCH PERSONS
</TABLE>
II-6
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on behalf of the
undersigned, in the City of Kansas City, State of Missouri, on the 31st day of
August, 1999.
<TABLE>
<S> <C> <C>
UCU CAPITAL TRUST I
By: UtiliCorp United Inc., Sponsor
By: /s/ DALE J. WOLF
-----------------------------------------
Dale J. Wolf
VICE PRESIDENT, FINANCE, TREASURER
AND CORPORATE SECRETARY
</TABLE>
II-7
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
- ------------- -----------------------------------------------------------------
<C> <S>
*1(a) --Form of Underwriting Agreement for Debt Securities. (Exhibit
1(a) to UtiliCorp United Inc.'s Registration Statement No.
333-6707, filed November 10, 1998.)
*1(b) --Form of Underwriting Agreement for Common Stock. (Exhibit 1(b)
to UtiliCorp United Inc.'s Registration Statement No. 333-6707,
filed November 10, 1998.)
**1(c) --Form of Underwriting Agreement for PEPS Umts.
*4(a)(1) --Certificate of Incorporation of the Registrant. (Exhibit
4(a)(1) to UtiliCorp United Inc.'s Annual Report on Form 10-K
for the fiscal year ended December 31, 1991.)
*4(a)(2) --Certificate of Amendment to Certificate of Incorporation of
UtiliCorp United Inc. (Exhibit 4(a)(1) to Registration
Statement No. 33-16990, filed September 3, 1987.)
*4(a)(3) --Certificate of Amendment to Certificate of Incorporation of
UtiliCorp United Inc. Exhibit 4(a)(5) to the Registration
Statement No. 33-50260, filed July 31, 1992.)
*4(a)(4) --Certificate of Amendment to Certificate of Incorporation of
UtiliCorp United Inc. (Exhibit 3.2 to UtiliCorp United Inc.'s
Quarterly Report on Form 10-Q for the period ended June 30,
1998.)
*4(b) --Bylaws of UtiliCorp United Inc., as amended. (Exhibit 3.1 to
UtiliCorp United Inc.'s Quarterly Report on Form 10-Q for the
period ended June 30, 1998).
*4(c) --Twentieth Supplemental Indenture, dated as of May 26, 1989,
Supplemental to Indenture of Mortgage and Deed of Trust, dated
July 1, 1951. (Exhibit 4(d) to Registration Statement No.
33-45382.)
*4(d)(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(d)(2) --First Supplemental Indenture, dated as of November 27, 1990.
(Exhibit 4(b) to UtiliCorp United Inc.'s Current Report on Form
8-K, dated November 30, 1990).
*4(d)(3) --Second Supplemental Indenture, dated as of November 15, 1991.
(Exhibit (a) to UtiliCorp United Inc.'s Current Report on Form
8-K, dated December 19, 1991.)
*4(d)(4) --Third Supplemental Indenture, dated as of January 15, 1992.
(Exhibit 4(c)(4) to UtiliCorp United Inc.'s Annual Report on
Form 10-K for the year ended December 31, 1991).
*4(d)(5) --Fourth Supplemental Indenture, dated as of February 24, 1993.
(Exhibit 4(c)(5) to UtiliCorp United Inc.'s Annual Report on
Form 10-K for the year ended December 31, 1992.)
*4(d)(6) --Fifth Supplemental Indenture, dated as of April 1, 1993.
(Exhibit 4(c)(6) to UtiliCorp United Inc.'s Annual Report on
Form 10-K for the year ended December 31, 1993.)
*4(d)(7) --Sixth Supplemental Indenture, dated as of November 1, 1994.
(Exhibit 4(d)(7) to UtiliCorp United Inc.'s Registration
Statement No. 33-57167, filed January 4, 1995.)
*4(d)(8) --Seventh Supplemental Indenture, dated as of June 1, 1995.
(Exhibit 4 to UtiliCorp United Inc.'s Quarterly Report on Form
10-Q for the period ended June 30, 1995.)
*4(d)(9) --Eighth Supplemental Indenture, dated as of October 1, 1996.
(Exhibit 4(b)(9) to UtiliCorp United Inc.'s Annual Report on
10-K for the year ended December 31, 1996.)
*4(d)(10) --Ninth Supplemental Indenture, dated as of September 1, 1997.
(Exhibit 4 to UtiliCorp United Inc.'s Quarterly Report on Form
10-Q for the period ended September 30, 1997.)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
- ------------- -----------------------------------------------------------------
<C> <S>
*4(d)(11) --Tenth Supplemental Indenture, dated as of March 31, 1999.
(Exhibit 4(c)(11)) to UtiliCorp United Inc.'s Registration
Statement No. 333-83979, filed July 29, 1999.)
*4(d)(12) --Eleventh Supplemental Indenture, dated as of July 20, 1999.
(Exhibit 4(c)(12) to UtiliCorp United Inc.'s Registration
Statement No. 333-83979, filed July 29, 1999.)
*4(d)(13) --Form of Supplemental Indenture.
*4(e) --Form on 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(f)(1) --Indenture, dated as of June 1, 1995, Junior Subordinated
Debentures. (Exhibit 4(d)(1) to UtiliCorp United Inc.'s Annual
Report on Form 10-K for the year ended December 31, 1995.)
*4(f)(2) --First Supplemental Indenture, dated as of June 1, 1995,
Supplement to Indenture dated June 1, 1995. (Exhibit 4(d)(2) to
UtiliCorp United Inc.'s Annual Report on Form 10-K for the year
ended December 31, 1995.)
Long-term debt instruments of UtiliCorp United Inc. in amounts
not exceeding 10 per cent of the total assets of UtiliCorp
United Inc. and its subsidiaries on a consolidated basis will
be furnished to the Commission upon request.
***4(g) --Form of Indenture among UCU Capital Trust I, UtiliCorp United
Inc. and The Chase Manhattan Bank, as trustee.
***4(h) --Form of Guarantee Agreement to be delivered by UtiliCorp United
Inc.
4(i) --Certificate of Trust of UCU Capital Trust I.
4(j) --Declaration of Trust of UCU Capital Trust I, dated August 30,
1999.
***4(k) --Form of Amended and Restated Declaration of Trust of UCU
Capital Trust I.
***4(l) --Form of Preferred Security (included as Exhibit A to the Form
of Amended and Restated Declaration of Trust to be filed as
Exhibit 4(k).)
***4(m) --Form of Purchase Contract Agreement.
***4(n) --Form of Pledge Agreement.
***5(a) --Opinion of Blackwell Sanders Peper Martin LLP.
***5(b) --Opinion of Richards, Layton & Finger, P.A.
12 --Computation of Ratio of Earnings to Fixed Changes.
23(a) --Consent of Arthur Andersen LLP, Kansas City, Missouri.
***23(b) --Consent of Blackwell Sanders Peper Martin LLP. (included in
opinion filed as Exhibit 5(a).)
***23(c) --Consent of Richards, Layton & Finger, P.A. (included in opinion
filed as Exhibit 5(b).)
24 --Power of Attorney executed by certain officers and a majority
of the Board of Directors of UtiliCorp United Inc.
25(a) --Form T-1 Statement of Eligibility of The Chase Manhattan Bank
as the Indenture Trustee.
25(b) --Form T-1 Statement of Eligibility of The Chase Manhattan Bank
as the Guarantee Trustee.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
- ------------- -----------------------------------------------------------------
<C> <S>
25(c) --Form T-1 Statement of Eligibility of The Chase Manhattan Bank
as the Property Trustee under the Amended and Restated
Declaration of Trust of UCU Capital Trust I.
</TABLE>
- ------------------------
* Exhibits marked with an asterisk are incorporated by reference as indicated
pursuant to Rule 411(c).
** To be filed subsequent to the effectiveness of this Registration Statement
by an amendment to the Registration Statement or incorporated by reference
pursuant to a Current Report on Form 8-K in connection with the offering of
securities.
*** To be filed by amendment.
<PAGE>
EXHIBIT 4(i)
CERTIFICATE OF TRUST
OF
UCU CAPITAL TRUST I
This Certificate of Trust of UCU Capital Trust I (the
"Trust"), dated August 30 , 1999, is being duly executed and filed by the
undersigned, as trustees, to form a business trust under the Delaware Business
Trust Act (12 Del. C. Sections 3801, et seq.).
1. NAME. The name of the business trust formed by this
Certificate of Trust is UCU Capital Trust I.
2. DELAWARE TRUSTEE. The name and business address of the
trustee of the Trust in the State of Delaware are Chase Manhattan Bank Delaware,
1201 Market Street, Wilmington, Delaware 19801, Attention: Corporate Trust
Administration.
3. EFFECTIVE DATE. This Certificate of Trust shall be
effective upon filing.
1
<PAGE>
IN WITNESS WHEREOF, the undersigned, being the trustees of
the Trust, have executed this Certificate of Trust as of the date first-above
written.
CHASE MANHATTAN BANK DELAWARE, not
in its individual capacity but
solely as trustee
By: /s/ Denis Kelly
------------------------------
Name: Denis Kelly
Title: Assistant Vice President
THE CHASE MANHATTAN BANK, not in
its individual capacity but solely
as trustee
By: /s/ R. BARKER
-----------------------------
Name: R. Barker
Title: Authorized Signer
DALE J. WOLF, not in his individual
capacity but solely as trustee of
the Trust
/s/ DALE J. WOLF
---------------------------
ELLEN FAIRCHILD, not in her
individual capacity but solely
as trustee of the Trust
/s/ ELLEN E. FAIRCHILD
---------------------------
KENNETH C. JONES, not in his
individual capacity but solely
as trustee of the Trust
/s/ KENNETH C. JONES
----------------------------
2
<PAGE>
EXHIBIT 4(j)
DECLARATION OF TRUST
OF
UCU CAPITAL TRUST I
THIS DECLARATION OF TRUST is made as of August 30, 1999 (this
"Declaration"), among UtiliCorp United Inc., a Delaware corporation, as sponsor
(the "Sponsor"), The Chase Manhattan Bank, a New York banking corporation, as
trustee, Chase Manhattan Bank Delaware, a Delaware banking corporation, as
trustee, and Dale J. Wolf, Ellen Fairchild and Kenneth C. Jones, individuals, as
trustees (collectively, the "Trustees"). The Sponsor and the Trustees hereby
agree as follows:
1. The trust created hereby shall be known as "UCU Capital Trust I"
(the "Trust"), in which name the Trustees or the Sponsor, to the extent provided
herein, may conduct the business of the Trust, make and execute contracts, and
sue and be sued.
2. The Sponsor hereby assigns, transfers, conveys and sets over to the
Trust the sum of $10. Such amount shall constitute the initial trust estate. It
is the intention of the parties hereto that the Trust created hereby constitute
a business trust under Chapter 38 of Title 12 of the Delaware Code, 12 DEL. C.
Sections 3801, ET SEQ. (the "Business Trust Act"), and that this document
constitute the governing instrument of the Trust. The Trustees are hereby
authorized and directed to execute and file a certificate of trust with the
Delaware Secretary of State in accordance with provisions of the Business Trust
Act.
3. The Sponsor and the Trustees will enter into an amended and restated
Declaration of Trust satisfactory to each such party to provide for the
contemplated operation of the Trust created hereby and the issuance of the
Preferred Securities and Common Securities referred to therein. Prior to the
execution and delivery of such amended and restated Declaration of Trust, the
Trustees shall not have any duty or obligation hereunder or with respect of the
trust estate, except as otherwise required by applicable law or as may be
necessary to obtain prior to such execution and delivery any licenses, consents
or approvals required by applicable law or otherwise.
4. The Sponsor, as the Sponsor of the Trust, is hereby authorized, in
its discretion, (i) to prepare and file with the Securities and Exchange
Commission (the "Commission") and to execute, in each case on behalf of the
Trust, (a) a Registration Statement (the "1933 Act Registration Statement"),
including all pre-effective and post-effective amendments thereto, relating to
the registration under the Securities Act of 1933, as amended (the "1933 Act"),
of the Preferred Securities of the Trust and (b) a Registration Statement on
Form 8-A (the "1934 Act Registration Statement"), including all pre-effective
and post-effective amendments thereto, relating to the registration of the
Preferred Securities of the Trust under the Securities Exchange Act of 1934, as
amended; (ii) if and at such time as determined by the Sponsor, to file with the
New York Stock Exchange or any other exchange or the National Association of
Securities Dealers (each, an "Exchange"), and execute on behalf of the Trust one
or more listing applications and all other applications, statements,
certificates, agreements and other instruments
<PAGE>
as shall be necessary or desirable to cause the Preferred Securities of the
Trust to be listed on any of the Exchanges; (iii) to negotiate, execute, deliver
and perform on behalf of the Trust an underwriting agreement with one or more
underwriters relating to the offering of the Preferred Securities of the Trust;
(iv) to execute and deliver letters or documents to, or instruments for filing
with, any Sponsor related to the Preferred Securities of the Trust; and (v) to
file and execute on behalf of the Trust, such applications, reports, surety
bonds, irrevocable consents, appointments of attorney for service of process and
other papers and documents that shall be necessary or desirable to register the
Preferred Securities of the Trust under the securities or "Blue Sky" laws of
such jurisdictions as the Sponsor, on behalf of the Trust, may deem necessary or
desirable.
In the event that any filing referred to in this Section 4 is required
by the rules and regulations of the Commission, any Exchange or state securities
or "Blue Sky" laws to be executed on behalf of the Trust by the Trustees, the
Trustees, in their capacities as trustees of the Trust, are hereby authorized to
join in any such filing and to execute on behalf of the Trust any and all of the
foregoing, it being understood that the Trustees, in their capacities as
trustees of the Trust, shall not be required to join in any such filing or
execute on behalf of the Trust any such document unless required by the rules
and regulations of the Commission, an Exchange or state securities or "Blue Sky"
laws.
5. This Declaration may be executed in one or more counterparts.
6. The number of trustees shall initially shall be five (5), and
thereafter the number of trustees shall be such number as shall be set forth in
the amended and restated Declaration of Trust or shall be fixed from time to
time by a written instrument signed by the Sponsor which may increase or
decrease the number of trustees; provided, however, that to the extent required
by the Business Trust Act, one trustee shall either be a natural person who is a
resident of the State of Delaware or, if not a natural person, an entity which
has its principal place of business in the State of Delaware. Subject to the
foregoing, the Sponsor is entitled to appoint or remove without cause any
trustee at any time. Any trustee may resign upon thirty days' prior notice to
the Sponsor.
7. The Sponsor hereby agrees to (i) reimburse the Trustees for all
reasonable expenses (including reasonable fees and expenses of counsel and other
experts) and (ii) indemnify, defend and hold harmless the Trustees and any of
the officers, directors, employees and agents of the Trustees (the "Indemnified
Persons") from and against any and all losses, damages, liabilities, claims,
actions, suits, costs, expenses, disbursements (including the reasonable fees
and expenses of counsel), taxes and penalties of any kind and nature whatsoever
(collectively, "Expenses"), to the extent that such Expenses arise out of or are
imposed upon or asserted at any time against such Indemnified Persons with
respect to the performance of this Declaration, the creation, operation or
termination of the Trust or the transactions contemplated hereby; provided,
however, that the Sponsor shall not be required to indemnify any Indemnified
Person for any Expenses which are a result of the willful misconduct, bad faith
or gross negligence of such Indemnified Person.
<PAGE>
8. This Declaration shall be governed by, and construed in accordance
with, the laws of the State of Delaware (without regard to conflict of laws
principles).
9. The Trust may be dissolved and terminated before the issuance of the
Preferred Securities at the election of the Sponsor.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Declaration to
be duly executed as of the day and year first above written.
UTILICORP UNITED INC., as Sponsor
By: /s/ DALE J. WOLF
---------------------------------
Name: Dale J. Wolf
Title: Vice President-Finance,
Secretary and Treasurer
CHASE MANHATTAN BANK DELAWARE, not
in its individual capacity but solely
as trustee
By: /s/ Denis Kelly
------------------------------
Name: Denis Kelly
Title: Assistant Vice President
THE CHASE MANHATTAN BANK, not in its
individual capacity but solely as
trustee
By: /s/ R. BARKER
-------------------------------------
Name: R. Barker
Title: Authorized Signer
DALE J. WOLF, not in his individual
capacity but solely as trustee
/s/ DALE J. WOLF
------------------------------------
ELLEN FAIRCHILD, not in her individual
capacity but solely as trustee
/s/ ELLEN E. FAIRCHILD
------------------------------------
KENNETH C. JONES, not in his individual
capacity but solely as trustee
/s/ KENNETH C. JONES
-----------------------------------
<PAGE>
Exhibit 12
RATIO OF EARNINGS TO FIXED CHARGES
(DOLLARS IN THOUSANDS)
INTEREST COVERAGE RATIOS
<TABLE>
<CAPTION>
12 MONTHS ENDED YEARS ENDED DEC 31,
JUNE 30, 1999 1998 1997 1996 1995 1994
------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Income from continuing operations
before provision for income taxes........ $227,044 $218,882 $223,800 $186,460 $131,812 $146,532
Add:
Interest on long-term debt............... 136,828 120,275 124,357 126,933 110,227 89,526
Interest on short-term debt and other.... 9,736 12,260 10,879 18,151 16,847 7,257
Portion of rents representative of
the interest factor...................... 19,994 20,152 17,548 16,537 15,346 15,329
------------------------------------------------------------------------------
Income as adjusted......................... $393,602 $371,569 $376,584 $348,081 $274,232 $258,644
------------------------------------------------------------------------------
Fixed Charges
Interest on long-term debt............... $136,828 $120,275 $124,357 $126,933 $110,227 $89,526
Interest on short-term debt.............. 9,736 12,260 10,879 18,151 16,847 7,257
Portion of rents representative of
the interest factor...................... 19,994 20,152 17,548 16,537 15,346 15,329
------------------------------------------------------------------------------
Pre-tax Preference Stock Dividend
Requirements............................ 0 0 570 2,100 2,100 11,262
------------------------------------------------------------------------------
Fixed Charges.............................. $166,558 $152,687 $152,784 $161,621 $142,420 $112,112
------------------------------------------------------------------------------
------------------------------------------------------------------------------
------------------------------------------------------------------------------
RATIO OF EARNINGS TO FIXED CHARGES......... 2.36 2.43 2.46 2.15 1.93 2.31
------------------------------------------------------------------------------
------------------------------------------------------------------------------
</TABLE>
<PAGE>
EXHIBIT 23(a)
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-3, of our report dated
February 1, 1999, included in UtiliCorp's Annual Report on Form 10-K for the
year ended December 31, 1998, and all references to our firm included in this
Registration Statement.
/s/ Arthur Andersen LLP
Kansas City, Missouri
August 31, 1999
<PAGE>
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., Robert K. Green 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-3, and any amendments
thereto, relating to the registration with the Securities and Exchange
Commission of not more than $800,000,000 of Debt and/or Common Stock Securities
of UtiliCorp United Inc. or any wholly-owned subsidiary of UtiliCorp United Inc.
to be issued in one or more public offerings.
Executed this 4th day of August, 1999.
/s/ RICHARD C. GREEN, JR.
- -------------------------------------------
Richard C. Green, Jr.
/s/ IRVINE O. HOCKADAY, JR.
- -------------------------------------------
Irvine O. Hockaday, Jr.
/s/ JOHN R. BAKER
- -------------------------------------------
John R. Baker
/s/ HERMAN CAIN
- -------------------------------------------
Herman Cain
/s/ ROBERT K. GREEN
- -------------------------------------------
Robert K. Green
/s/ JAMES S. BROOK
- -------------------------------------------
James S. Brook
/s/ AVIS G. TUCKER
- -------------------------------------------
Avis G. Tucker
/s/ ROBERT F. JACKSON, JR.
- -------------------------------------------
Robert F. Jackson, Jr.
/s/ L. PATTON KLINE
- -------------------------------------------
L. Patton Kline
/s/ STANLEY O. IKENBERRY
- -------------------------------------------
Stanley O. Ikenberry
/s/ DALE J. WOLF
- -------------------------------------------
Dale J. Wolf
<PAGE>
Exhibit 25(a)
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2)
--------
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
--------------------------------------------
UtiliCorp UNITED INC.
(Exact name of obligor as specified in its charter)
DELAWARE 44-0541877
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
200 WEST NINTH STREET
KANSAS CITY, MISSOURI 64105
(Address of principal executive offices) (Zip Code)
--------------------------------------------
DEBT SECURITIES
(Title of the indenture securities)
-------------------------------------------------------------------
<PAGE>
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington,
D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
-2-
<PAGE>
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of
Amendment dated February 17, 1969, August 31, 1977, December 31, 1980,
September 9, 1982, February 28, 1985, December 2, 1991 and July 10, 1996 (see
Exhibit 1 to Form T-1 filed in connection with Registration Statement No.
333-06249, which is incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to
Commence Business (see Exhibit 2 to Form T-1 filed in connection with
Registration Statement No. 33-50010, which is incorporated by reference. On
July 14, 1996, in connection with the merger of Chemical Bank and The Chase
Manhattan Bank (National Association), Chemical Bank, the surviving
corporation, was renamed The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-76439, which
is incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the
Act (see Exhibit 6 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996,
in connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
7. A copy of the latest report of condition of the Trustee,
published pursuant to law or the requirements of its supervising or examining
authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of New York and State of New York, on the 30th
day of August, 1999.
THE CHASE MANHATTAN BANK
By /s/ T.J. Foley
-----------------------------
T.J. Foley
Vice President
-3-
<PAGE>
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business March 31, 1999, in
accordance with a call made by the Federal Reserve
Bank of this District pursuant to the provisions of
the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin .................................... $ 15,364
Interest-bearing balances ............................ 3,811
Securities:
Held to maturity securities ............................... 1,084
Available for sale securities ............................. 49,894
Federal funds sold and securities purchased under
agreements to resell ................................. 27,638
Loans and lease financing receivables:
Loans and leases, net of unearned income ............. $131,839
Less: Allowance for loan and lease losses ............ 2,642
Less: Allocated transfer risk reserve ................ 0
--------
Loans and leases, net of unearned income,
allowance, and reserve ............................... 129,197
Trading Assets ............................................ 45,483
Premises and fixed assets (including capitalized
leases) .............................................. 3,124
Other real estate owned ................................... 242
Investments in unconsolidated subsidiaries and
associated companies ................................. 171
Customers' liability to this bank on acceptances
outstanding .......................................... 974
Intangible assets ......................................... 2,017
Other assets .............................................. 12,477
------
TOTAL ASSETS .............................................. $291,476
--------
--------
</TABLE>
-4-
<PAGE>
LIABILITIES
<TABLE>
<CAPTION>
<S> <C>
Deposits
In domestic offices ........................................................ $ 102,273
Noninterest-bearing ........................................................ $ 39,135
Interest-bearing ........................................................... 63,138
------
In foreign offices, Edge and Agreement,
subsidiaries and IBF's ..................................................... 74,586
Noninterest-bearing ............................................................. $ 4,221
Interest-bearing ........................................................... 70,365
Federal funds purchased and securities sold under agree-
ments to repurchase ............................................................. 41,039
Demand notes issued to the U.S. Treasury ........................................ 1,000
Trading liabilities ............................................................. 32,929
Otherborrowed money (includes mortgage indebtedness and obligations under
capitalized leases):
With a remaining maturity of more than one year
through three years ................................................. 14
With a remaining maturity of more than three years ....................... 92
Bank's liability on acceptances executed and outstanding ........................ 974
Subordinated notes and debentures ............................................... 5,427
Other liabilities ............................................................... 9,684
TOTAL LIABILITIES ............................................................... 272,371
-------
EQUITY CAPITAL
Perpetual preferred stock and related surplus ................................... 0
Common stock .................................................................... 1,211
Surplus (exclude all surplus related to preferred stock) ....................... 11,016
Undivided profits and capital reserves .......................................... 7,040
Net unrealized holding gains (losses)
on available-for-sale securities ................................................ (179)
Accumulated net gains (losses) on cash flow hedges .............................. 0
Cumulative foreign currency translation adjustments ............................. 17
TOTAL EQUITY CAPITAL ............................................................ 19,105
-------
TOTAL LIABILITIES AND EQUITY CAPITAL ............................................ $ 291,476
-------
-------
</TABLE>
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with
the instructions issued by the appropriate Federal regulatory authority and
is true to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and
correct.
WALTER V. SHIPLEY )
THOMAS G. LABRECQUE ) DIRECTORS
WILLIAM B. HARRISON, JR.)
-5-
<PAGE>
Exhibit 25(b)
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2)
--------
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
--------------------------------------------
UtiliCorp UNITED INC.
(Exact name of obligor as specified in its charter)
DELAWARE 44-0541877
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
200 WEST NINTH STREET
KANSAS CITY, MISSOURI 64105
(Address of principal executive offices) (Zip Code)
--------------------------------------------
GUARANTEE OF CAPITAL SECURITIES OF
UCU CAPITAL TRUST I
(Title of the indenture securities)
-------------------------------------------------------------------
<PAGE>
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington,
D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
-2-
<PAGE>
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of
Amendment dated February 17, 1969, August 31, 1977, December 31, 1980,
September 9, 1982, February 28, 1985, December 2, 1991 and July 10, 1996 (see
Exhibit 1 to Form T-1 filed in connection with Registration Statement No.
333-06249, which is incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to
Commence Business (see Exhibit 2 to Form T-1 filed in connection with
Registration Statement No. 33-50010, which is incorporated by reference. On
July 14, 1996, in connection with the merger of Chemical Bank and The Chase
Manhattan Bank (National Association), Chemical Bank, the surviving
corporation, was renamed The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-76439, which
is incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the
Act (see Exhibit 6 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996,
in connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
7. A copy of the latest report of condition of the Trustee,
published pursuant to law or the requirements of its supervising or examining
authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of New York and State of New York, on the 30th
day of August, 1999.
THE CHASE MANHATTAN BANK
By /s/ T.J. Foley
------------------------------
T.J. Foley
Vice President
-3-
<PAGE>
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business March 31, 1999, in
accordance with a call made by the Federal Reserve
Bank of this District pursuant to the provisions of
the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin .................................... $ 15,364
Interest-bearing balances ............................ 3,811
Securities:................................................
Held to maturity securities ............................... 1,084
Available for sale securities ............................. 49,894
Federal funds sold and securities purchased under
agreements to resell ................................. 27,638
Loans and lease financing receivables:
Loans and leases, net of unearned income ............. $131,839
Less: Allowance for loan and lease losses ............ 2,642
Less: Allocated transfer risk reserve ................ 0
--------
Loans and leases, net of unearned income,
allowance, and reserve ............................... 129,197
Trading Assets ............................................ 45,483
Premises and fixed assets (including capitalized
leases) .............................................. 3,124
Other real estate owned ................................... 242
Investments in unconsolidated subsidiaries and
associated companies ................................. 171
Customers' liability to this bank on acceptances
outstanding .......................................... 974
Intangible assets ......................................... 2,017
Other assets .............................................. 12,477
------
TOTAL ASSETS .............................................. $291,476
--------
--------
</TABLE>
-4-
<PAGE>
<TABLE>
<CAPTION>
LIABILITIES
<S> <C>
Deposits
In domestic offices ........................................................ $ 102,273
Noninterest-bearing ........................................................ $ 39,135
Interest-bearing ........................................................... 63,138
------
In foreign offices, Edge and Agreement,
subsidiaries and IBF's ..................................................... 74,586
Noninterest-bearing ........................................................ $ 4,221
Interest-bearing ........................................................... 70,365
Federal funds purchased and securities sold under agree-
ments to repurchase ............................................................. 41,039
Demand notes issued to the U.S. Treasury ........................................ 1,000
Trading liabilities ............................................................. 32,929
Otherborrowed money (includes mortgage indebtedness and obligations under
capitalized leases):
With a remaining maturity of one year or less............................. 4,353
With a remaining maturity of more than one year
through three years ...................................................... 14
With a remaining maturity of more than three years ....................... 92
Bank's liability on acceptances executed and outstanding ........................ 974
Subordinated notes and debentures ............................................... 5,427
Other liabilities ............................................................... 9,684
TOTAL LIABILITIES ............................................................... 272,371
-------
EQUITY CAPITAL
Perpetual preferred stock and related surplus ................................... 0
Common stock .................................................................... 1,211
Surplus (exclude all surplus related to preferred stock) ....................... 11,016
Undivided profits and capital reserves .......................................... 7,040
Net unrealized holding gains (losses)
on available-for-sale securities ................................................ (179)
Accumulated net gains (losses) on cash flow hedges .............................. 0
Cumulative foreign currency translation adjustments ............................. 17
TOTAL EQUITY CAPITAL ............................................................ 19,105
------
TOTAL LIABILITIES AND EQUITY CAPITAL ............................................ $ 291,476
---------
---------
</TABLE>
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with
the instructions issued by the appropriate Federal regulatory authority and
is true to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and
correct.
WALTER V. SHIPLEY )
THOMAS G. LABRECQUE ) DIRECTORS
WILLIAM B. HARRISON, JR.)
-5-
<PAGE>
Exhibit 25(c)
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2)
--------
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
--------------------------------------------
UCU CAPITAL TRUST I
(Exact name of obligor as specified in its charter)
DELAWARE APPLIED FOR
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
200 WEST NINTH STREET
KANSAS CITY, MISSOURI 64105
(Address of principal executive offices) (Zip Code)
--------------------------------------------
CAPITAL SECURITIES
(Title of the indenture securities)
-------------------------------------------------------------------
<PAGE>
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington, D.C.,
20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
- 2 -
<PAGE>
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-76439, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 30th day of August, 1999.
THE CHASE MANHATTAN BANK
By /s/ T.J. Foley
----------------------------------
T.J. Foley
Vice President
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<PAGE>
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business March 31, 1999, in
accordance with a call made by the Federal Reserve
Bank of this District pursuant to the provisions of
the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ...................................... $ 15,364
Interest-bearing balances .............................. 3,811
Securities:
Held to maturity securities ............................... 1,084
Available for sale securities ............................. 49,894
Federal funds sold and securities purchased under
agreements to resell ................................... 27,638
Loans and lease financing receivables:
Loans and leases, net of unearned income ............... $131,839
Less: Allowance for loan and lease losses .............. 2,642
Less: Allocated transfer risk reserve .................. 0
--------
Loans and leases, net of unearned income,
allowance, and reserve ................................. 129,197
Trading Assets ............................................ 45,483
Premises and fixed assets (including capitalized
leases) ................................................ 3,124
Other real estate owned ................................... 242
Investments in unconsolidated subsidiaries and
associated companies ................................... 171
Customers' liability to this bank on acceptances
outstanding ............................................ 974
Intangible assets ......................................... 2,017
Other assets .............................................. 12,477
--------
TOTAL ASSETS .............................................. $291,476
--------
--------
</TABLE>
- 4 -
<PAGE>
<TABLE>
<CAPTION>
LIABILITIES
<S> <C>
Deposits
In domestic offices .................................... $102,273
Noninterest-bearing .................................... $ 39,135
Interest-bearing ....................................... 63,138
---------
In foreign offices, Edge and Agreement,
subsidiaries and IBF's ................................. 74,586
Noninterest-bearing ....................................... $ 4,221
Interest-bearing ....................................... 70,365
Federal funds purchased and securities sold under agree-
ments to repurchase ........................................ 41,039
Demand notes issued to the U.S. Treasury ................... 1,000
Trading liabilities ........................................ 32,929
Other borrowed money (includes mortgage indebtedness and
obligations under capitalized leases):
With a remaining maturity of more than one year
through three years .................................. 14
With a remaining maturity of more than three years ...... 92
Bank's liability on acceptances executed and outstanding ... 974
Subordinated notes and debentures .......................... 5,427
Other liabilities .......................................... 9,684
TOTAL LIABILITIES .......................................... 272,371
-------
<CAPTION>
EQUITY CAPITAL
<S> <C>
Perpetual preferred stock and related surplus .............. 0
Common stock ............................................... 1,211
Surplus (exclude all surplus related to preferred stock) .. 11,016
Undivided profits and capital reserves ..................... 7,040
Net unrealized holding gains (losses)
on available-for-sale securities ........................... (179)
Accumulated net gains (losses) on cash flow hedges ......... 0
Cumulative foreign currency translation adjustments ........ 17
TOTAL EQUITY CAPITAL ....................................... 19,105
-------
TOTAL LIABILITIES AND EQUITY CAPITAL ....................... $291,476
-------
-------
</TABLE>
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with
the instructions issued by the appropriate Federal regulatory authority and
is true to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.
WALTER V. SHIPLEY )
THOMAS G. LABRECQUE ) DIRECTORS
WILLIAM B. HARRISON, JR. )
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