<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 1, 1995
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
ST. JOSEPH LIGHT & POWER COMPANY
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
MISSOURI 44-0419850
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
</TABLE>
520 FRANCIS STREET
ST. JOSEPH, MISSOURI 64502
816/233-8888
(Address, including Zip code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
GARY L. MYERS, SECRETARY
ST. JOSEPH LIGHT & POWER COMPANY
520 FRANCIS STREET
ST. JOSEPH, MISSOURI 64502
816/233-8888
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
------------------------------
COPY TO:
Jim L. Kaput
Sidley & Austin
One First National Plaza
Chicago, Illinois 60603
312/853-7000
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. /X/
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
reinvestment plans, check the following box. / /
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 the 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 MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED (1) PER SHARE (2) OFFERING PRICE (2) REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock (no par value)........... 200,000 shares $30.56 $6,112,000 $2,107.59
Common Stock Purchase Rights.......... (3) (3) (3) (3)
</TABLE>
(1) Also registered hereby are such additional and indeterminable number of
shares as may become issuable due to adjustments for changes resulting from
stock dividends, stock splits and similar changes.
(2) Estimated solely for the purpose of calculating the registration fee and,
pursuant to Rule 457(c) under the Securities Act of 1933, based upon the
average of the high and low sale prices of the Common Stock, no par value,
of St. Joseph Light & Power Company on the New York Stock Exchange Composite
Transactions on November 27, 1995.
(3) Common Stock Purchase Rights initially are carried and traded with the
Common Stock of the Company. Value attributable to such rights, if any, is
reflected in the market price of the Common Stock.
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<PAGE>
PROSPECTUS
ST. JOSEPH LIGHT & POWER COMPANY [Logo]
AUTOMATIC DIVIDEND REINVESTMENT AND
OPTIONAL CASH PAYMENT PLAN
200,000 SHARES OF COMMON STOCK
(NO PAR VALUE)
---------------------
The Automatic Dividend Reinvestment and Optional Cash Payment Plan (the
"Plan") of St. Joseph Light & Power Company (the "Company") provides investors
with a convenient, systematic method of purchasing shares of the Company's
Common Stock ("Common Stock") without payment
of any brokerage fees or commissions.
Participants in the Plan may:
- Automatically reinvest cash dividends on all shares of Common Stock held
of record in additional shares of Common Stock.
- Purchase shares of Common Stock with an optional cash payment of not less
than $25 nor more than $5,000 monthly.
- Deposit Common Stock certificates into the Plan for safekeeping.
- Receive, upon written request, certificates for whole shares of Common
Stock credited to their Plan account.
This Prospectus relates to 200,000 shares of Common Stock registered for
purchase under the Plan. Such shares of Common Stock will be newly issued
shares, treasury shares which have been acquired by the Company, or issued and
outstanding shares purchased on the open market. All open market purchases of
shares will be made through an independent agent, currently Harris Trust and
Savings Bank (the "Agent"). The Common Stock is listed on the New York Stock
Exchange under the symbol "SAJ".
The purchase price of newly issued shares and treasury shares will be the
closing price for the Common Stock as of the close of business on the first
trading day preceding the Dividend Payment Date (as hereinafter defined) or, for
any month in which a Common Stock dividend is not paid, on the first trading day
preceding the eighteenth day of such month, as reported in the New York Stock
Exchange Composite Transactions. If the first trading day preceding the
eighteenth is not a trading day for the Common Stock, then the closing price for
the next preceding trading day will be used.
The price of shares of Common Stock purchased or sold on the open market
will be the average of the prices paid or received by the Agent. Brokerage fees
and commissions in connection with the purchase of Common Stock under the Plan
will be paid by the Company. Brokerage fees and commissions in connection with
the sale of Common Stock under the Plan will be paid by participants in the
Plan. All administration costs of the Plan will be paid by the Company.
Although the Plan contemplates the continuation of quarterly dividend
payments, the payment and amount of future dividends will be determined and
declared by the Company's Board of Directors from time to time in light of
earnings, net assets, cash position, applicable law and other relevant matters.
This Prospectus should be retained for future reference.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR BY ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
------------------------
THE DATE OF THIS PROSPECTUS IS DECEMBER 1, 1995
<PAGE>
THE COMPANY
St. Joseph Light & Power Company is a public utility engaged primarily in
the business of providing electric energy in a ten-county area in northwestern
Missouri. It also is engaged in the sale
of steam and gas. The principal executive offices of the Company are located at
520 Francis Street, St. Joseph, Missouri 64502, and its telephone number is
(816) 233-8888 or 1-800-367-4562.
St. Joseph Light & Power Company's Automatic Dividend Reinvestment and
Optional Cash Payment Plan was established in 1978 and currently consists in its
entirety of the questions and answers appearing below.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements and other information
filed by the Company can be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the following regional offices of the Commission: Midwest
Regional Office, Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511 and Northeast Regional Office, Seven World Trade Center,
Suite 1300, New York, New York 10048. Copies of such documents may also be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. In addition, reports,
proxy material and other information concerning the Company may be inspected at
the office of the New York Stock Exchange, 20 Broad Street, New York, New York
10005.
This Prospectus constitutes a part of a registration statement, together
with all amendments and exhibits thereto ("Registration Statement"), filed by
the Company with the Commission under the Securities Act of 1933, as amended
(the "Securities Act"). As permitted by the rules and regulations of the
Commission, this Prospectus omits certain information contained in the
Registration Statement, and reference is made to the Registration Statement for
further information with respect to the Company and the shares of Common Stock
registered under the Registration Statement. Any statements contained herein
concerning the provisions of any documents filed as an exhibit to the
Registration Statement or otherwise filed with the Commission are qualified in
their entirety by reference to the copy of such document so filed.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, previously filed with the Commission pursuant to
the Exchange Act, are hereby incorporated by reference herein and shall be
deemed a part hereof:
1. The Company's Annual Report on Form 10-K for the year ended December
31, 1994.
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1995, June 30, 1995 and September 30, 1995.
3. The description of the Common Stock which is contained in the
Company's Registration Statement filed with the Commission under Section 12
of the Exchange Act, including any subsequent amendment or any report filed
for the purpose of updating such description.
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<PAGE>
4. The description of the Common Stock Purchase Rights contained in the
Company's Registration Statement on Form 8-A filed with the Commission on
November 25, 1986 under the Exchange Act, including any subsequent amendment
or any report filed for the purpose of updating such description.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering made by this Prospectus shall be deemed to be
incorporated by reference herein and to be part hereof from the respective dates
of filing of such documents (such documents, and the documents enumerated above,
being hereinafter referred to as "Incorporated Documents.") Any statement
contained in an Incorporated Document shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed Incorporated Document
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
THE COMPANY HEREBY UNDERTAKES TO PROVIDE WITHOUT CHARGE TO EACH PERSON TO
WHOM A COPY OF THIS PROSPECTUS HAS BEEN DELIVERED, ON THE WRITTEN OR ORAL
REQUEST OF ANY SUCH PERSON, A COPY OF ANY OR ALL OF THE INCORPORATED DOCUMENTS,
OTHER THAN EXHIBITS THERETO. WRITTEN REQUESTS FOR SUCH COPIES SHOULD BE DIRECTED
TO GARY L. MYERS, SECRETARY, ST. JOSEPH LIGHT & POWER COMPANY, 520 FRANCIS
STREET, ST. JOSEPH, MISSOURI 64502 (TELEPHONE NUMBER (816) 233-8888).
3
<PAGE>
AUTOMATIC DIVIDEND REINVESTMENT AND OPTIONAL CASH PAYMENT PLAN
PLAN PURPOSES AND ADMINISTRATION
1. WHAT ARE THE PURPOSES OF THE PLAN?
The Plan offers the Company's shareowners of record an opportunity to
purchase shares of Common Stock, without payment of any brokerage fees or
commissions or administrative costs, at regular intervals with their quarterly
cash dividends and with optional cash payments.
2. WHAT ARE SOME ADVANTAGES OF THE PLAN?
The Plan provides participants with a convenient, systematic method of
purchasing shares of Common Stock. Once a participant is enrolled in the Plan,
shares are purchased automatically each quarter with cash dividends on all
shares held of record by such participant until the participant withdraws from
the Plan. A participant may also make optional cash payments of not less than
$25 nor more than $5,000 monthly for the purchase of shares of Common Stock.
(See Questions 11 through 15) Under the Plan, a participant may avoid the
cumbersome safekeeping of Common Stock certificates by keeping them on deposit
in the participant's Plan account at no cost to the participant. A participant
may also deposit Common Stock certificates into the Plan for safekeeping.
Regular statements of Plan accounts offer simplified recordkeeping. There are no
brokerage fees or commissions to participants when shares are purchased, and
administrative costs are paid by the Company. (See Question 16) Participants who
terminate their participation in the Plan may re-enroll at any time so long as
they are registered shareowners.
3. WHO ADMINISTERS THE PLAN FOR PARTICIPANTS?
Harris Trust and Savings Bank acts as the Agent for participants, keeping a
continuing record of their Plan accounts, advising them of purchases of Common
Stock and performing for the participants other duties relating to the Plan.
Shares purchased under the Plan will be registered in the name of the Agent or
its nominee, as custodian for Plan participants, and held for participants until
they otherwise direct. Should it ever become necessary or desirable to replace
Harris Bank as the Agent, the Company will appoint a successor agent.
4. HOW WILL THE COMPANY USE THE PROCEEDS FROM THE PLAN?
The Company cannot predict the number of shares of Common Stock that will be
purchased under the Plan or the prices at which shares will be purchased. Shares
purchased under the Plan will be treasury shares which have been acquired by the
Company, newly issued shares or shares purchased on the open market. Initially,
shares purchased under the Plan will be treasury shares. In the event the
Company determines that shares to be purchased under the Plan will be newly
issued shares, the Company will be required to request an order from the
Missouri Public Service Commission approving such purchases. If shares purchased
under the Plan are treasury shares or newly issued shares, the Company will
receive additional funds from such sales to be used for expected capital
expenditures and general corporate purposes. If shares of Common Stock are
purchased on the open market, the Company will not receive any additional funds.
4
<PAGE>
ELIGIBILITY AND INVESTMENT OF DIVIDENDS
5. WHO IS ELIGIBLE TO JOIN THE PLAN?
All holders of record of the Company's Common Stock are eligible to
participate. If a shareowner's shares of Common Stock are registered in another
person's name, such as in the name of a broker or bank nominee, the shareowner
may be required by such broker or bank to have those shares reregistered in his
own name in order to participate in the Plan.
6. WHEN MAY AN ELIGIBLE SHAREOWNER JOIN THE PLAN?
An eligible shareowner may join the Plan at any time.
7. HOW DOES AN ELIGIBLE SHAREOWNER JOIN THE PLAN?
To join the Plan, a person must complete, date and sign the special
Authorization Form provided by the Company with this Prospectus and return it to
Harris Trust and Savings Bank, P.O. Box A3309, Chicago, Illinois 60690-3309, in
the envelope provided. This Prospectus and the Authorization Form will be mailed
periodically to all new shareowners and will be furnished at any time upon
request made to St. Joseph Light & Power Company, 520 Francis Street, P.O. Box
998, St. Joseph, Missouri 64502-0998 (telephone number (816) 387-6434 or
1-800-367-4562).
A person who is a shareowner of record must sign the Authorization Form
exactly as such person's name appears on the Common Stock certificate. If the
Common Stock is registered in more than one name, each person must sign the
Authorization Form.
8. WHAT DOES THE AUTHORIZATION FORM PROVIDE?
An eligible shareowner must specify on the Authorization Form whether such
person will have cash dividends on all shares registered in that person's name
(including shares purchased and held under the Plan) reinvested in Common Stock
and/or whether certificates representing shares of Common Stock are being
deposited into the Plan for safekeeping. A participant who deposits certificates
for safekeeping must include the certificates with the Authorization Form. The
Authorization Form also appoints Harris Bank as agent for the participant for
the purchase (and sale, if requested, upon termination of participation in the
Plan) of shares of Common Stock for the participant's Plan account. When
enrolling in the Plan, an eligible shareowner may also make an optional cash
payment at that time by enclosing a check or money order payable to Harris Trust
and Savings Bank. (See Questions 11 through 15)
9. WHEN WILL DIVIDENDS BE INVESTED?
Subject to the discretion afforded the Agent under Question 17, cash
dividends will be invested by the Agent on or promptly after Common Stock
dividend payment dates of the Company (a "Dividend Payment Date"), which
generally have been the 18th day of February, May, August and November. No
interest will be paid on dividends pending investment. In the unlikely event
that any dividends are not invested within 30 days after the Dividend Payment
Date, such dividends will be paid out.
If the Authorization Form is received by the Agent on or before the end of
the month prior to the payment date of the next dividend, that dividend will be
used to purchase shares of Common Stock for the participant. If the
Authorization Form is received by the Agent after the end of the month prior to
the payment date of the next dividend, that dividend will be paid in cash and
participation in the Plan will commence with the following dividend (unless the
participant has voluntarily elected to send an
5
<PAGE>
optional cash payment - See Questions 11 through 15). For example, an
Authorization Form must be received by January 31, 1996 in order to have the
February 1996 dividend used to purchase shares of Common Stock through the Plan.
10. MAY A PARTICIPANT DESIGNATE THAT ONLY A PORTION OF HIS SHARES BE ENROLLED
IN THE DIVIDEND REINVESTMENT PORTION OF THE PLAN?
No. A person electing to participate in the Plan will have all shares
registered in his name enrolled in the dividend reinvestment portion of the
Plan. Accordingly, a participant may terminate participation in the Plan only
with respect to all shares registered in his name. (See Question 27)
OPTIONAL CASH PAYMENTS
11. WHAT IS AN OPTIONAL CASH PAYMENT?
In addition to the automatic investment of quarterly cash dividends, a
person may make an optional cash payment each month of not less than $25 nor
more than $5,000 for the purchase of shares of Common Stock. There is no
obligation to make any optional cash payment in any month, nor must the
participant invest the same amount each month.
12. HOW ARE OPTIONAL CASH PAYMENTS MADE?
To make an optional cash payment, the participant must complete, date and
sign the special Optional Cash Payment Form provided by the Agent with each
quarterly statement of his purchase of shares under the Plan (See Question 20)
and return it in the envelope provided. An Optional Cash Payment Form and return
envelope will also accompany the receipt mailed to a participant for an optional
cash payment.
Checks or money orders for optional cash payments must be made payable to
Harris Trust and Savings Bank and must be accompanied by a properly completed
Authorization Form or Optional Cash Payment Form mailed to Harris Trust and
Savings Bank, P.O. Box A3309, Chicago, Illinois 60690-3309. Do not send cash.
13. WHEN WILL OPTIONAL CASH PAYMENTS BE INVESTED?
Optional cash payments must be received by the Agent at least three business
days prior to the Dividend Payment Date or, for any month in which a Common
Stock dividend is not paid, the eighteenth day of the month in order to be
invested for that month. If an optional cash payment is not received in time,
such payment will be invested on the Dividend Payment Date or eighteenth day, as
applicable, of the following month. If the eighteenth is not a trading day for
the Common Stock, then optional cash payments will be invested on the first
trading day thereafter. A participant may obtain the return of any optional cash
payment if such request is made in writing and is received by the Agent not less
than two business days before the day on which such optional cash payment is to
be invested. A withdrawn optional cash payment and any optional cash payment not
invested within 35 days of receipt will be returned as promptly as practicable.
14. WILL INTEREST BE PAID ON OPTIONAL CASH PAYMENTS?
No interest will be paid on any optional cash payments.
15. WHAT HAPPENS IF A CHECK IS RETURNED UNPAID BY A PARTICIPANT'S FINANCIAL
INSTITUTION?
In the event that any check is returned unpaid for any reason and the
Company is unable to collect funds from the participant, the Company will
consider the request for investment of such funds
6
<PAGE>
null and void. The Company shall remove from the participant's account any
shares purchased upon the prior credit of such funds. Those shares may be sold
to satisfy any uncollected amount. If the net proceeds of such sale are
insufficient to satisfy the balance of such uncollected amount, additional
shares may be sold from the participant's account as necessary to satisfy the
uncollected balance.
EXPENSES; PURCHASE PRICE OF SHARES
16. ARE THERE ANY OUT-OF-POCKET EXPENSES TO PARTICIPANTS IN THE PLAN?
There are no brokerage fees or commissions to participants when shares are
purchased. All administrative costs are paid by the Company. Participants will
receive advance notice if the Company determines not to pay brokerage fees and
commissions when shares are purchased or all administrative costs. As described
in Questions 24 and 27, brokerage fees and commissions will be incurred when
shares are sold.
17. WHAT IS THE SOURCE OF SHARES PURCHASED UNDER THE PLAN?
Shares of Common Stock will be newly issued shares, treasury shares which
have been acquired by the Company, or issued and outstanding shares purchased in
the open market by the Agent. If the Agent purchases shares of Common Stock on
the open market, the Agent will determine the manner (whether on a stock
exchange, in the over-the-counter market, in negotiated transactions or
otherwise), the time or times, the price or prices and such other terms of
purchase as the Agent in its sole discretion may determine.
18. HOW MANY SHARES ARE PURCHASED?
The number of full and fractional shares purchased, computed to four decimal
places, will equal the total of a participant's dividend (if any, for that
particular month) and his optional cash payment, if any, divided by the price of
the shares purchased. (See Question 19) An exact number of shares of Common
Stock cannot be purchased.
19. WHAT IS THE PURCHASE PRICE OF THE SHARES OF COMMON STOCK?
The purchase price of newly issued shares and treasury shares will be the
closing price for the Common Stock as of the close of business on the first
trading day preceding the Dividend Payment Date or, for any month in which a
Common Stock dividend is not paid, on the first trading day preceding the
eighteenth day of such month, as reported in the New York Stock Exchange
Composite Transactions. If the first trading day preceding the eighteenth is not
a trading day for the Common Stock, then the closing price for the next
preceding trading day will be used. The purchase price of shares of Common Stock
purchased on the open market will be the average of the prices paid by the
Agent. Brokerage fees and commissions in connection with the purchase of Common
Stock under the Plan and all administrative costs will be paid by the Company.
(See Questions 33 through 38)
ACCOUNT STATEMENTS
20. HOW WILL A PARTICIPANT BE ADVISED OF THE PURCHASE OF COMMON STOCK?
About four weeks after the date on which cash dividends on Common Stock are
payable, the participant will receive a statement advising him of the purchase
of shares of Common Stock, including the date of purchase, the number of shares
purchased and the purchase price of the shares purchased. Such statements will
reflect all transactions for the participant during the calendar year up to the
date of such statement and the total number of shares held in the participant's
Plan account. The last
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statement for a calendar year will be provided no later than January 31 of the
succeeding calendar year. These statements are the participant's continuing
record of the cost of his purchases and sales (See Question 27) and should be
retained for income tax purposes. Statements will also be issued each time a
participant purchases Common Stock with an optional cash payment.
21. WHAT OTHER COMMUNICATIONS WILL A PARTICIPANT RECEIVE FROM THE COMPANY?
Each participant will receive a copy of any interim reports to shareowners
and, from time to time as required, copies of any supplements or amendments to
this Prospectus. In addition, a participant will receive the same communications
as every other shareowner, including the Annual Report, Notice of Annual Meeting
of Shareowners and Proxy Statement, a proxy representing all of his shares (See
Question 32) and IRS Form 1099 reporting dividends paid. (See Question 33)
22. WILL PARTICIPANTS BE CREDITED WITH DIVIDENDS ON THE FRACTIONAL SHARES HELD
IN THE PLAN?
Yes. The dividends are computed on the total shares owned by a participant
of record, including both shares for which the participant holds the
certificates and shares held in the participant's Plan account.
CERTIFICATES AND DEPOSITS OF CERTIFICATES
23. ARE CERTIFICATES ISSUED FOR SHARES PURCHASED?
Normally, certificates for shares purchased through the Plan will not be
issued to a participant. Instead, the shares purchased will be held for the
credit of the participant's Plan account by the Agent's nominee for the Plan and
will be shown on the participant's statement. This convenience provides added
protection against loss, theft or destruction of Common Stock certificates,
permits the ownership of fractional shares and reduces the costs of
administering the Plan. A shareowner also has the option of depositing Common
Stock certificates into the Plan for safekeeping. Common Stock certificates
should be mailed to Harris Trust and Savings Bank, P.O. Box A3309, Chicago,
Illinois 60690-3309. These shares will then appear on the participant's
statements. (See Question 20) Because a participant bears the risk of loss in
sending Common Stock certificates to the Agent for deposit into the Plan,
certificates should be sent by registered mail, return receipt requested, and be
properly insured. Common Stock certificates should not be endorsed.
A participant may withdraw from the Plan at any time. If a participant
terminates participation in the Plan or the Company terminates the Plan,
certificates for whole shares will be issued. (See Questions 24 and 27)
Certificates for any number of whole shares will also be issued upon the written
request of a participant who wishes to continue participation in the Plan. This
request should be mailed to Harris Trust and Savings Bank, P.O. Box A3309,
Chicago, Illinois 60690-3309. Certificates will be issued no later than 30 days
after the Agent's receipt of the participant's request for certificates.
Requests for certificates will be handled without charge to participants.
Certificates for fractional shares will not be issued under any circumstances.
24. WHAT HAPPENS TO THE FRACTIONAL SHARE WHEN A PARTICIPANT REQUESTS A
CERTIFICATE UPON WITHDRAWAL OF WHOLE SHARES FROM HIS PLAN ACCOUNT OR TERMINATES
PARTICIPATION IN THE PLAN OR THE PLAN IS TERMINATED BY THE COMPANY?
As long as the participant is eligible to remain in the Plan, the balance in
his account (if any), including any fractional share, will continue to be
maintained to the credit of the participant's Plan account.
8
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When a participant terminates participation in the Plan or if the Company
terminates the Plan, any fractional share in the participant's Plan account will
be sold in the manner as described in Question 27 and the proceeds of such sale,
less any brokerage commissions and other expenses applicable to such sale, will
be mailed directly to the participant.
25. IN WHOSE NAME WILL CERTIFICATES FOR WHOLE SHARES BE ISSUED?
The accounts in the Plan are maintained in the same name as the ownership of
the participant at the time the participant entered the Plan. Consequently,
certificates for whole shares withdrawn from a participant's account must be
similarly registered when issued.
26. MAY SHARES IN A PLAN ACCOUNT BE PLEDGED?
Shares credited to the account of a participant under the Plan may not be
pledged. A participant who wishes to pledge shares credited to his account must
request that certificates for such shares be issued in the participant's name
and that such shares be withdrawn from his Plan account (See Question 10).
TERMINATING PARTICIPATION
27. HOW DOES A SHAREOWNER TERMINATE PARTICIPATION IN THE PLAN?
In order to terminate participation in the Plan, a participant must notify
Harris Trust and Savings Bank, P.O. Box A 3309, Chicago, Illinois 60690-3309, in
writing, that the participant wishes to terminate participation. Upon
termination, the participant may, if he desires, request the Agent to sell all
of the shares, both whole and fractional, held in his Plan account. If the
participant requests the Agent to sell all of his Plan shares, such sale will be
made by the Agent as soon as practicable, (but in no event later than 30 days
after the Agent's receipt of the participant's request to sell Plan shares), and
the proceeds of sale, less brokerage fees and commissions, will be paid to such
participant by the Agent. Shares that are to be sold may be aggregated with
those of other terminating participants, in which case the proceeds of sale of
each terminating participant will be based on the average sales price of all
shares being sold concurrently. The Company cannot guarantee that shares will be
sold on any specific day or at a specific price.
Upon receipt by the Agent of proper notification of a participant's death or
incompetence, the participant will be treated as having withdrawn from the Plan.
28. WHEN MAY A PARTICIPANT TERMINATE PARTICIPATION IN THE PLAN?
A participant may terminate participation in the Plan at any time by written
notice to the Agent. However, if such notice is received by the Agent within 7
days of a dividend record date, settlement as to his portion of such dividend
may not be made until the dividend is reinvested. (See Question 9)
29. WHAT HAPPENS WHEN A PARTICIPANT SELLS OR TRANSFERS ALL OF THE SHARES
REGISTERED IN HIS NAME?
A participant's participation in the Plan will continue with respect to
shares in his Plan account until he advises the Agent of his desire to terminate
participation. (See Question 27)
RIGHTS, STOCK DIVIDENDS AND SPLITS, AND VOTING OF SHARES
30. WHAT IS A PARTICIPANT'S ENTITLEMENT IN A COMMON STOCK RIGHTS OFFERING?
In the event that the Company makes available to its shareowners rights to
purchase additional shares of Common Stock, or any other securities, the Agent
will sell such rights accruing to shares held by the Agent for participants in
the Plan and invest the resultant funds in Common Stock prior to or
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with the next regular cash dividend. A participant who wishes to exercise any
such rights should request prior to the record date of any such rights offering
that certificates for the shares of Common Stock under the Plan be registered in
the participant's name and sent directly to the participant pursuant to Question
23 above.
31. WHAT HAPPENS IF THE COMPANY ISSUES A STOCK DIVIDEND OR DECLARES A STOCK
SPLIT?
Any stock dividends or split shares distributed by the Company on shares of
Common Stock held in the Plan for the participant will be credited to the
participant's account. Stock dividends or split shares distributed on shares
held by the participant in his own name will be mailed directly to the
participant in the same manner as to shareowners who are not participating in
the Plan.
32. HOW WILL A PARTICIPANT'S SHARES BE VOTED AT THE ANNUAL MEETING OF THE
SHAREOWNERS OF THE COMPANY OR AT ANY SPECIAL MEETING THAT MAY BE CALLED?
Any shares of Common Stock held in the Plan for a participant will be voted
on any matter submitted to a meeting of shareowners as the shareowner directs.
Shares held in the Plan for the account of a participant will be aggregated with
shares registered in the participant's own name on the proxy card the
participant receives for any such meeting.
If no instructions are indicated by the participant on a returned, properly
signed, proxy card with respect to any item on the proxy card, all of his shares
of Common Stock -- those registered in the participant's name, if any, and those
held for the participant in the Plan -- will be voted in accordance with the
recommendations of the Company's management in the same manner as for
non-participating shareowners who do not provide instructions. If the proxy card
is not returned or if it is returned unsigned, none of the shares will be voted.
FEDERAL INCOME TAX CONSEQUENCES
THE FEDERAL INCOME TAX INFORMATION IN QUESTIONS 33 THROUGH 38 IS NOT
EXHAUSTIVE AND IS PROVIDED ONLY AS A GUIDE TO PARTICIPANTS, WHO ARE URGED TO
CONSULT WITH THEIR OWN TAX ADVISORS FOR MORE SPECIFIC INFORMATION ON RULES
REGARDING TAX BASIS IN SPECIAL CASES, SUCH AS THE DEATH OF A PARTICIPANT OR A
GIFT OF SHARES HELD UNDER THE PLAN, AND FOR OTHER TAX CONSEQUENCES.
33. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF REINVESTING CASH DIVIDENDS
UNDER THE PLAN?
In general, participants in the Plan will have the same federal income tax
consequences with respect to their dividends as do shareowners who are not
participants in the Plan. On the Dividend Payment Date, participants will be
treated as having received a distribution equal to the cash dividend reinvested.
Generally, such distribution will be taxable to participants as ordinary
dividend income to the extent of such participant's share of the Company's
current or accumulated earnings and profits for federal income tax purposes. The
amount, if any, of such distribution in excess of such earnings and profits will
reduce a participant's tax basis in the shares of Common Stock with respect to
which such distribution was received, and, to the extent in excess of such
basis, result in capital gain. Certain corporate participants may be entitled to
a dividends received deduction with respect to amounts treated as ordinary
dividend income. Corporate participants should consult their own tax advisors
regarding their eligibility for and the extent of such deduction.
10
<PAGE>
34. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF THE PAYMENT BY THE COMPANY
OF BROKERAGE FEES AND COMMISSIONS AND PLAN ADMINISTRATION COSTS?
A participant will be treated as having received a distribution (taxable in
the manner described in Question 33 above) equal to the participant's pro rata
share of brokerage fees or commissions, if any, paid by the Company upon the
purchase of shares under the Plan. Participants, however, should not be treated
as receiving an additional dividend based upon their pro rata share of the Plan
administration costs paid by the Company. There can be no assurance, however,
that the Internal Revenue Service ("IRS") will agree with this position. The
Company has no present plans to seek formal advice from the IRS on this issue.
35. WHAT IS A PARTICIPANT'S TAX BASIS IN AND HOLDING PERIOD FOR THE SHARES OR
FRACTIONS THEREOF PURCHASED WITH REINVESTED DIVIDENDS?
Shares or any fraction thereof of Common Stock purchased with reinvested
dividends will have a tax basis equal to the amount paid therefor, increased by
any related brokerage fees or commissions treated as a dividend to the
participant. Such shares or any fraction thereof will have a holding period
beginning on the day following the purchase date.
36. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF MAKING OPTIONAL CASH
PAYMENTS UNDER THE PLAN?
A participant who makes an optional cash payment under the Plan will be
treated as having received a distribution (taxable in the manner described in
Question 33 above) equal to the participant's pro rata share of brokerage fees
or commissions, if any, paid by the Company. Participants, however, should not
be treated as receiving an additional dividend based upon their pro rata share
of the Plan administration costs paid by the Company. Shares or any fraction
thereof purchased with optional cash payments will have a tax basis equal to the
amount of such payments, increased by the amount of related brokerage fees or
commissions, if any, treated as a dividend to the participant. The holding
period for such shares or fraction thereof will begin on the day following the
purchase date.
37. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF THE DISTRIBUTION OF SHARES
FROM THE PLAN OR THE SALE OF SUCH SHARES?
Participants will not recognize any taxable income when they receive
certificates for whole shares credited to their accounts, either upon their
request for such certificates or upon withdrawal from or termination of the
Plan. Participants, however, may recognize gain or loss when whole shares
acquired under the Plan are sold or exchanged either through the Plan at their
request or by participants themselves after receipt of certificates for shares
from the Plan. In addition, participants may recognize gain or loss when they
receive cash payments for fractional shares credited to their account upon
withdrawal from or termination of the Plan. The amount of such gain or loss will
be the difference, if any, between the amount which the participant receives for
his or her shares or fractional share, and his or her tax basis therefor (with
special rules applying to determine the basis allocable to shares that are not
specifically identified when the participant sells less than all of his or her
shares). Such gain or loss will generally be capital gain or loss, and will be
long-term capital gain or loss if the holding period for such shares or
fractional shares exceeds one year. The excess of net long-term capital gains
over net short-term capital losses is taxed at a lower rate than ordinary income
for certain taxpayers. The distinction between capital gain or loss and ordinary
income or loss is also relevant for purposes of,
11
<PAGE>
among other things, limitations on the deductibility of capital losses. Any loss
may be disallowed under the "wash sale" rules to the extent the shares disposed
of are replaced (through the Plan or otherwise) during the 61-day period
beginning 30 days before and ending 30 days after the date of disposition.
38. WHAT PROVISION IS MADE FOR SHAREOWNERS (FOREIGN AND DOMESTIC) WHOSE
DIVIDENDS ARE SUBJECT TO INCOME TAX WITHHOLDING?
In the case of foreign shareowners who elect to have their dividends
reinvested and whose dividends are subject to United States income tax
withholding, the Agent will invest in Common Stock an amount equal to the
dividends of such foreign participants less the amount of tax required to be
withheld.
Under certain circumstances, backup withholding may be required on the
dividends of participating domestic shareowners, including those domestic
shareowners who do not accurately report their dividend income, fail to provide
the Company with their taxpayer identification number, provide the Company with
an incorrect taxpayer identification number or fail to provide the Company with
a certificate setting forth that they are not subject to backup withholding. If
this should occur, 31% of the dividend income, or such other percentage as may
be required from time to time, will be withheld by the Company and only the
remaining balance of the dividend will be invested in Common Stock.
The statements of account sent to participants will indicate the amount of
any income tax withheld. The Company cannot refund amounts withheld, although
such amounts may be allowed as a credit. Participants subject to withholding
should contact their tax advisors or the IRS for additional information.
AMENDMENTS, INTERPRETATION AND CORRESPONDENCE
39. MAY THE PLAN BE CHANGED OR DISCONTINUED?
Although the Company presently hopes to continue the Plan indefinitely, the
Company reserves the right to suspend or terminate the Plan at any time. The
Company may also make modifications to the Plan. Any such suspension,
termination or modification will be announced to all shareowners, both
participants in the Plan and non-participants.
40. WHO INTERPRETS THE PLAN?
The Company reserves the right to interpret the Plan and its interpretation
shall be final and binding.
41. WHAT ARE THE RESPONSIBILITIES OF THE COMPANY AND THE AGENT UNDER THE PLAN?
Neither the Company nor the Agent, nor any agent of either of them, in
performing its duties under the Plan, shall be liable for any act done in good
faith, or for any good faith omission to act, including, without limitation, any
claims of liability arising out of failure to terminate the participant's
account upon such participant's death prior to receipt of notice in writing of
such death or with respect to the timing or the price of any purchase or sale of
Common Stock under the Plan. The Agent has had no responsibility with respect to
the preparation and contents of this Prospectus.
Participants should recognize that neither the Company nor the Agent can
assure them of a profit or protect them against a loss on the shares purchased
by them under the Plan.
42. WHAT STATE LAWS WILL GOVERN IN THE EVENT OF A DISPUTE INVOLVING THE PLAN
AND ITS ADMINISTRATION?
Illinois law shall govern.
12
<PAGE>
43. HOW SHOULD CORRESPONDENCE CONCERNING THE PLAN BE ADDRESSED?
All notices and correspondence by participants and interested investors
should be directed to Harris Trust and Savings Bank, P.O. Box A3309, Chicago,
Illinois 60690-3309, and should include the name, address, telephone number,
taxpayer identification number and account number (if a participant in the Plan)
of such person.
Notices and correspondence to participants will be directed to the last
address of record with the Agent. If a participant changes his address, the
Agent should be notified immediately in writing.
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
As permitted by the Missouri General and Business Corporation Law, the
Restated Articles of Incorporation of the Company provide that each person who
is or was a director, officer or employee of the Company, and each person who
serves or served at the request of the Company as a director, officer, employee
or agent of another enterprise, shall be indemnified by the Company in
accordance with, and to the fullest extent permitted by, the Missouri General
and Business Corporation Law and other applicable laws, as in effect from time
to time.
The Company carries Directors' and Officers' Liability Insurance which
provides coverages for the Company and its directors and officers, individually
and collectively. This insurance covers wrongful acts generally involving
allegations of breach of duty, neglect, error, misstatement or misleading
statements by a director or officer in their capacity as such or claimed against
them solely by reason of their being directors or officers.
The Company has also entered into an indemnification agreement with each
director and officer. These agreements state generally that each director and
officer will be indemnified by the Company to the fullest extent allowed by
Missouri law, that the indemnity will continue beyond the term of the director
or officer's tenure in office as long as the indemnity is reasonably necessary
and that the Company will endeavor to carry directors' and officers' liability
insurance.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
13
<PAGE>
LEGAL MATTERS
Certain legal matters in connection with the shares of Common Stock offered
hereby have been passed upon for the Company by Gary L. Myers, Secretary and
General Counsel of the Company. Mr. Myers is an officer of the Company and
beneficially owns shares of Common Stock.
EXPERTS
The audited financial statements and schedules included in St. Joseph Light
& Power Company's Annual Report on Form 10-K for the years ended December 31,
1994, 1993 and 1992, which are incorporated by reference in the Prospectus, have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto, and are incorporated herein in
reliance upon the authority of said firm as experts in giving said reports.
14
<PAGE>
QUICK REFERENCE ADDRESSES:
St. Joseph Light & Power Company
Attention: Secretary
520 Francis Street
P.O. Box 998
St. Joseph, Missouri 64502-0998
Harris Trust and Savings Bank
P.O. Box A3309
Chicago, Illinois 60690-3309
TELEPHONE NUMBERS:
St. Joseph Light & Power Company Main Office
(816) 387-6434
Shareholder Services
Toll-Free -- 1-800-367-4562
(United States and Puerto Rico)
Fax -- (816) 387-6332
Harris Trust and Savings Bank
1-800-643-8517
15
<PAGE>
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS
OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES OFFERED
BY THIS PROSPECTUS OR AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY
SECURITIES IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH
OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY
SINCE THE DATE HEREOF OR THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME
SINCE ITS DATE.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
The Company.................................... 2
Available Information.......................... 2
Incorporation of Certain Documents by
Reference..................................... 2
Automatic Dividend Reinvestment and Optional
Cash Payment Plan............................. 4
Indemnification for Securities Act
Liabilities................................... 13
Legal Matters.................................. 14
Experts........................................ 14
</TABLE>
[LOGO]
ST. JOSEPH LIGHT &
POWER COMPANY
COMMON STOCK
(NO PAR VALUE)
AUTOMATIC DIVIDEND
REINVESTMENT AND OPTIONAL CASH
PAYMENT PLAN
---------------------
PROSPECTUS
---------------------
DECEMBER 1, 1995
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
Registration Fee -- Securities and Exchange Commission........... $ 2,108
Accounting fees and expenses..................................... 5,000*
Printing expenses................................................ 10,000*
Legal fees and expenses.......................................... 15,000*
Agent's fees and expenses........................................ 2,000*
Miscellaneous.................................................... 3,000*
---------
Total........................................................ $ 37,108*
---------
---------
</TABLE>
- ------------------------
* All of the above items except the Registration Fee are estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 351.355 of the General and Business Corporation Law of the State of
Missouri provides that corporations organized thereunder have the power to
indemnify directors, officers, employees and agents against liability under
certain circumstances. As permitted by the Missouri General and Business
Corporation Law, the Restated Articles of Incorporation of the Company provide
that each person who is or was a director, officer or employee of the Company,
and each person who serves or served at the request of the Company as a
director, officer, employee or agent of another enterprise, shall be indemnified
by the Company in accordance with, and to the fullest extent permitted by, the
Missouri General and Business Corporation Law and other applicable laws, as in
effect from time to time.
The Company carries Director s and Officers' Liability Insurance which
provides coverages for the Company and its directors and officers, individually
and collectively. This insurance covers wrongful acts generally involving
allegations of breach of duty, neglect, error, misstatement or misleading
statements by a director or officer in their capacity as such or claimed against
them solely by reason of their being directors or officers.
The Company has also entered into an indemnification agreement with each
director and officer. These agreements state generally that each director and
officer will be indemnified by the Company to the fullest extent allowed by
Missouri law, that the indemnity will continue beyond the term of the director
or officer's tenure in office as long as the indemnity is reasonably necessary
and that the Company will endeavor to carry directors and officers' liability
insurance.
ITEM 16. EXHIBITS.
See the Exhibit Index immediately preceding the exhibits to this
Registration Statement.
ITEM 17. UNDERTAKINGS.
(a) The registrant hereby undertakes:
(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 prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the
II-1
<PAGE>
changes in volume and price represent no more than a 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(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 (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8 and 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.
(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.
II-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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of St. Joseph, State of Missouri, on this 1st day of
December, 1995.
ST. JOSEPH LIGHT & POWER COMPANY
By /s/ TERRY F. STEINBECKER
------------------------------------
Terry F. Steinbecker,
PRESIDENT AND CHIEF
EXECUTIVE OFFICER
Each person whose signature appears below constitutes and appoints Terry F.
Steinbecker and Gary L. Myers, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
to this Registration Statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying all
that such attorneys-in-fact and agents, or any of them or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on December 1, 1995.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ------------------------------------------------------ ---------------------------------------------------------
<C> <S>
/s/ TERRY F. STEINBECKER
------------------------------------------- President and Chief Executive Officer and Director
Terry F. Steinbecker (Principal Executive Officer)
/s/ LARRY J. STOLL Vice President-Finance, Treasurer and Assistant Secretary
------------------------------------------- (Principal Financial Officer and Principal Accounting
Larry J. Stoll Officer)
/s/ JOHN P. BARCLAY, JR.
------------------------------------------- Director
John P. Barclay, Jr.
/s/ DANIEL A. BURKHARDT
------------------------------------------- Director
Daniel A. Burkhardt
/s/ RICHARD M. BURRIDGE
------------------------------------------- Director
Richard M. Burridge
</TABLE>
II-3
<PAGE>
<TABLE>
<C> <S>
/s/ JAMES P. CAROLUS
------------------------------------------- Director
James P. Carolus
/s/ WILLIAM J. GREMP
------------------------------------------- Director
William J. Gremp
/s/ DAVID W. SHINNEMAN
------------------------------------------- Director
David W. Shinneman
/s/ ROBERT L. SIMPSON
------------------------------------------- Director
Robert L. Simpson
/s/ GERALD R. SPRONG
------------------------------------------- Director
Gerald R. Sprong
</TABLE>
II-4
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- --------- ----------------------------------------------------------------------------------------------------
<C> <S>
3(i) Restated Articles of Incorporation of the Company (incorporated by reference to page 16 of the
Company's Annual Report on Form 10-K for the year ended December 31, 1987, File No. 1-3576)
3(ii) By-laws of the Company, as amended on January 16, 1991 (incorporated by reference to page 17 of the
Company's Annual Report on Form 10-K for the year ended December 31, 1990, File No. 1-3576)
4.1 Rights Agreement dated as of November 19, 1986 between the Company and Harris Trust and Savings
Bank, as Rights Agent (incorporated by reference to Exhibit 1 of the Company's Current Report on
Form 8-K dated November 24, 1986, File No. 1-3576)
*5 Opinion of Gary L. Myers, Esq.
*23.1 Consent of Arthur Andersen LLP
*23.2 Consent of Gary L. Myers, Esq. (included in Exhibit 5).
*24 Powers of Attorney (included on signature page to this Registration Statement).
</TABLE>
- ------------------------
* Filed herewith.
<PAGE>
EXHIBIT 5
December 1, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: St. Joseph Light and Power Company
Registration Statement on Form S-3
Gentlemen:
I am Secretary and General Counsel of St. Joseph Light and Power Company
(the "Company"). In that connection, I am familiar with the filing of a
Registration Statement on Form S-3 (the "Registration Statement") relating to
200,000 shares of common stock, no par value, of the Company ("Common Stock")
and common stock purchase rights relating to such shares of Common Stock to be
offered to participants in the Company's Automatic Dividend Reinvestment and
Optional Cash Payment Plan (the "Plan"). The terms of the common stock purchase
rights are set forth in the Rights Agreement dated as of November 19, 1986 (the
"Rights Agreement"), between the Company and Harris Trust and Savings Bank, as
Rights Agent.
I am also familiar with the Restated Articles of Incorporation and the
By-Laws of the Company and all amendments thereto and resolutions of the Board
of Directors of the Company relating to the Plan and the Registration Statement.
In this connection, I have examined or caused to be examined and am familiar
with originals or copies, certified or otherwise identified to my satisfaction,
of all such records of the Company and others as I have deemed necessary or
appropriate as a basis for the opinions set forth herein. In my examination I
have assumed the genuiness of all signatures, the authenticity of all documents
submitted to me as certified or photostatic copies and the authenticity of the
originals of such latter documents. As to any facts material to the opinion
expressed herein which were not independently established or verified by me, I
have relied upon statements and representations of certain officers and other
representatives of the Company and others.
Based upon the foregoing, I am of the opinion that:
1. The Company is duly incorporated and validly existing under the laws of
the State of Missouri.
2. If the Company's Board of Directors or a duly authorized committee
thereof and the Public Service Commission of the State of Missouri authorize the
issuance of authorized and unissued shares of Common Stock for the consideration
provided in the Plan, such shares will, when certificates representing such
shares shall have been duly executed, countersigned and registered and duly
delivered against the receipt by the Company of the consideration provided in
the Plan, be legally issued, fully paid and non-assessable.
3. If the Company legally and validly reacquires issued and outstanding
shares of Common Stock and thereafter, pursuant to the authorization by the
Board of Directors or a duly authorized committee thereof, resells such issued
but not outstanding shares for the consideration provided in the Plan, such
shares will upon delivery against receipt by the Company of the consideration
provided in the Plan, be legally issued, fully paid and non-assessable.
4. Any shares of Common Stock purchased by an independent agent selected by
the Company on the open market for the consideration provided in the Plan are
legally issued, fully paid and non-assessable.
<PAGE>
5. The common stock purchase rights associated with the shares of Common
Stock referred to in paragraph 2 will be legally issued when (i) such rights
have been duly issued in accordance with the terms of the Rights Agreement and
(ii) such shares have been duly issued and paid for as set forth in paragraph 2.
6. The common stock purchase rights associated with the shares of common
stock referred to in paragraphs 3 and 4 are legally issued.
I do not find it necessary for the purposes of this opinion to cover, and
accordingly I express no opinion as to the application of the securities or blue
sky laws of the various states to the sale of shares of Common Stock.
This opinion is limited to the General Corporation Law of the State of
Missouri.
This opinion is being delivered solely for the benefit of the Securities and
Exchange Commission; accordingly, it may not be quoted or otherwise circulated
or used for any other purpose without my prior written consent. I assume no
obligation to update or supplement this opinion to reflect any facts or
circumstances which may hereafter come to my attention with respect to the
opinions expressed above, including any changes in applicable law which may
hereafter occur.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Sincerely,
Gary L. Myers
<PAGE>
EXHIBIT 23.1
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, used to register 200,000
shares of St. Joseph Light & Power Company's common stock, of our reports dated
January 26, 1995 incorporated by reference and included in St. Joseph Light &
Power Company's Annual Report on Form 10-K for the year ended December 31, 1994
and to all references to our firm included in this Registration Statement.
ARTHUR ANDERSEN LLP
Kansas City, Missouri
December 1, 1995
