Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
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UTILICORP UNITED INC.
(Exact name of Registrant as specified in its charter)
Delaware 44-0541877
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
20 West Ninth Street
Kansas City, Missouri 64105-1711
(Address of Registrant's principal executive offices)
UTILICORP UNITED INC.
AMENDED AND RESTATED 1986 STOCK INCENTIVE PLAN
(Full title of the plan)
Richard C. Green, Jr.
UtiliCorp United Inc.
20 West Ninth Street
Kansas City, Missouri 64105-1711
(816) 421-6600
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With a copy to:
Dennis P. Wilbert, Esq.
Blackwell Sanders Peper Martin LLP
2300 Main Street, Suite 1000
Kansas City, Missouri 64108
(816) 983-8000
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Tile of securities Amount to be maximum maximum Amount of
to be registered Registered offering aggregate Registration
price per offering fee
share (1) price (1)
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Common Stock, par value 4,500,000 $19.0938 $85,921,875 $22,684
$1.00 per share
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933. The maximum offering
price per share is based on the average of the high and low prices of the
Registrant's Common Stock as listed on the New York Stock Exchange on January
14, 2000.
<PAGE>
EXPLANATORY NOTE
The purpose of this Registration Statement is to register 4,500,000 additional
shares of Common Stock, par value $1.00 per share, of UtiliCorp United Inc. (the
"Company"), issuable pursuant to the Company's Amended and Restated 1986 Stock
Incentive Plan. In accordance with General Instruction E of Form S-8, the
contents of the Registration Statement on Form S-8 (No. 33-38670) are
incorporated herein by reference.
Item 8: exhibits
5 Opinion of Blackwell Sanders Peper Martin LLP, counsel to the Company.
23.1 Consent of Blackwell Sanders Peper Martin LLP (included in Exhibit 5).
23.2 Consent of Arthur Andersen LLP, Kansas City, Missouri, independent
public accountants.
24 Power of Attorney.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Kansas City, State of Missouri, on January 19, 2000.
UTILICORP UNITED INC.
By: /s/ Dale J. Wolf
Dale J. Wolf
Vice President-Finance, Treasurer
and Corporate Secretary
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed below by the following persons in the capacities and
on the dates indicated:
SIGNATURE TITLE
Richard C. Green, Jr.* Chairman of the Board and Chief Executive
Officer (Principal Executive Officer)
/s/ Peter Lowe
Peter Lowe Chief Financial Officer and Chief Accounting
Officer (Principal Financial Officer and
Principal Accounting Officer)
Richard C. Green, Jr.* )
Irvine O. Hockaday, Jr.* )
John R. Baker* )
Herman Cain* )
Robert K. Green* ) A majority of the Board of Directors
Avis G. Tucker* )
Robert F. Jackson, Jr.* )
L. Patton Kline* )
Stanley O. Ikenberry* )
*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.
<PAGE>
Exhibit 5
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LETTERHEAD OF BLACKWELL SANDERS PEPER MARTIN LLP
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January 19, 2000
UtiliCorp United Inc.
20 West Ninth Street
Kansas City, Missouri 64105-1711
Ladies and Gentlemen:
We refer to the Registration Statement of UtiliCorp United Inc. (the
"Registrant") on Form S-8 to be filed with the Securities and Exchange
Commission for the purpose of registering under the Securities Act of 1933, as
amended, an additional 4,500,000 shares of the Registrant's Common Stock, $1.00
par value (the "Common Stock"), to be issued under the UtiliCorp United Inc.
Amended and Restated 1986 Stock Incentive Plan (the "Plan").
We are familiar with the proceedings to date with respect to such proposed
sale and have examined such documents, corporate records and other instruments
as we have deemed necessary or appropriate in connection with this opinion.
Based upon and subject to the foregoing, it is our opinion that the additional
4,500,000 shares of Common Stock to be issued under the Plan have been duly
authorized, and, when purchased in accordance with the Plan, will be legally
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ Blackwell Sanders Peper Martin LLP
<PAGE>
Exhibit 23.2
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LETTERHEAD OF ARTHUR ANDERSEN LLP
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement on Form S-8, used to register
4,500,000 shares of Common Stock of UtiliCorp United Inc. of our report dated
February 1, 1999, included in UtiliCorp United Inc.'s Annual Report on Form 10-K
for the year ended December 31, 1998, and to all references to our
firm included in the Registration Statement.
/s/ Arthur Andersen LLP
Kansas City, Missouri
January 17, 2000
<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 Officers, to sign and execute a
Registration Statement on Form S-8, and any amendments thereto, relating to the
registration with the Securities and Exchange Commission of not more than
4,500,000 shares of Common Stock of UtiliCorp United Inc. to be issued pursuant
to the UtiliCorp United Inc. 1986 Amended and Restated Stock Incentive Plan.
Executed this 4th day of August, 1999.
/s/ Richard C. Green, Jr. /s/ Avis G. Tucker
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RICHARD C. GREEN, JR. AVIS G. TUCKER
/s/ Irvine O. Hockaday, Jr. /s/ Robert F. Jackson, Jr.
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IRVINE O. HOCKADAY, JR. ROBERT F. JACKSON, JR.
/s/ John R. Baker /s/ L. Patton Kline
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JOHN R. BAKER L. PATTON KLINE
/s/ Herman Cain /s/ Stanley O. Ikenberry
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HERMAN CAIN STANLEY O. IKENBERRY
/s/ Robert K. Green /s/ Dale J. Wolf
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ROBERT K. GREEN DALE J. WOLF
/s/ James S. Brook
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JAMES S. BROOK
