As filed with the Securities and Exchange Commission on February 18, 2000
Registration No. 333-________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
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.
1986 EMPLOYEE STOCK PURCHASE 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
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------
Proposed Proposed
Title of securities to be Amount to be maximum maximum Amount of
registered registered offering aggregate registration
price per offering fee
share (1) price (1)
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $1.00 1,500,000 $17.75 $26,625,000.00 $7,029.00
per share
- -------------------------------------------------------------------------------------------
</TABLE>
[FN]
(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 February 16, 2000.
</FN>
<PAGE>
EXPLANATORY NOTE
The purpose of this Registration Statement is to register 1,500,000 additional
shares of Common Stock, par value $1.00 per share, of UtiliCorp United Inc. (the
"Company"), issuable pursuant to the Company's 1986 Employee Stock Purchase
Plan. In accordance with General Instruction E of Form S-8, the contents of the
Registration Statement on Form S-8 (No. 33-52094) 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.
2
<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 February 18, 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)
Peter Lowe* Chief Financial Officer and Chief
Accounting Officer (Principal
Financial Officer and Principal
Accounting Officer)
Richard C. Green, Jr.* )
John R. Baker* )
Avis G. Tucker* )
Robert F. Jackson, Jr.* ) A majority of the Board of Directors
L. Patton Kline* )
Stanley O. Ikenberry* )
Ronald T. LeMay* )
*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
3
Exhibit 5
LETTERHEAD OF BLACKWELL SANDERS PEPER MARTIN LLP
February 18, 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 1,500,000 shares of the Registrant's Common Stock, $1.00
par value (the "Common Stock"), to be issued under the UtiliCorp United Inc.
1986 Employee Stock Purchase 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
1,500,000 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 1LLP
4
Exhibit 23.2
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 1,500,000
shares of Common Stock of UtiliCorp United Inc. of our reports dated February 1,
1999, included and incorporated by reference 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 this Registration Statement.
/s/ Arthur Andersen LLP
Kansas City, Missouri
February 18, 2000
5
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
1,500,000 shares of Common Stock of UtiliCorp United Inc. to be issued
pursuant to the UtiliCorp United Inc. 1986 Employee Stock Purchase Plan.
Executed this 18th day of February, 2000.
/s/ Richard C. Green, Jr. /s/ Avis G. Tucker
- ---------------------------------------- ---------------------------------------
RICHARD C. GREEN, JR. AVIS G. TUCKER
/s/ Robert F. Jackson, Jr.
- ---------------------------------------- ---------------------------------------
IRVINE O. HOCKADAY, JR. ROBERT F. JACKSON, JR.
/s/ John R. Baker /s/ L. Patton Kline
- ---------------------------------------- ---------------------------------------
JOHN R. BAKER L. PATTON KLINE
/s/ Stanley O. Ikenberry
- ---------------------------------------- ---------------------------------------
HERMAN CAIN STANLEY O. IKENBERRY
/s/ Ronald T. LeMay
- ---------------------------------------- ---------------------------------------
ROBERT K. GREEN RONALD T. LeMAY
/s/ Dale J. Wolf
- ---------------------------------------- ---------------------------------------
DALE J. WOLF SHIRLEY A. JACKSON
/s/ Peter Lowe
- ----------------------------------------
PETER LOWE
