As filed with the Securities and Exchange Commission on
May 15, 1996
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
_____________________
St. Joseph Light & Power Company
(Exact name of registrant as specified in its charter)
Missouri 44-0419850
State or other jurisdiction of I.R.S. Employer IdentificationNo.)
ncorporation or organization)
520 Francis Street 64502
St. Joseph, Missouri (Zip Code)
(Address of principal executive offices)
St. Joseph Light & Power Company
Long-Term Stock Incentive Plan
for Non-Employee Directors
(Full title of the plan)
Gary
L.
Myers
Vice President-General Counsel and Secretary
St. Joseph Light & Power Company
520 Francis Street
St. Joseph, Missouri 64502
(816) 233-8888
(Name, address, 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
<PAGE>
____________________________
CALCULATION OF REGISTRATION FEE
Proposed Propsed
Title of Amount maximum maximum
Securities to be to be offering aggregate Amount of
registered registered price per offering registration
share price fee
Common Stock, 150,000 $30.1875(2) $4,528,125(2) $1562
no par value shares (1)
Common Stock
Purchase Rights (3) (3) (3) (3)
(1) This registration statement also covers an indeterminate number of
shares as may become issuable because of the provisions of the Plan
relating 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(h) under the Securities Act of 1933, based
upon the average of the high and low sale price of the Common Stock
of the Registrant on the New York Stock Exchange on May 9, 1996.
(3) Common Stock Purchase Rights are initially carried and traded with
the Common Stock of the Registrant. Value attributable to such
rights, if any, is reflected in the market price of the Common Stock.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents heretofore filed with the Securities
and Exchange Commission (the "Commission") by St. Joseph Light & Power
Company (the "Company") are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995, filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act");
(b) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since December 31, 1995;
(c) The description of the Common Stock, no par value, of the
Company which is contained in a registration statement filed under
Section 12 of the Exchange Act, including any amendment or report filed
for the purpose of updating such description; and
(d) The description of the Common Stock Purchase Rights of the
Company contained in a registration statement filed on November 25, 1986
under Section 12 of the Exchange Act, including any amendment or report
filed for the purpose of updating such description.
All documents filed by the Company with the Commission pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the
date of this Registration Statement and prior to the filing of a post-
effective amendment to this Registration Statement which indicates that
all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from
the respective dates of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. 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 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.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item
8. Exhibits.
Exhibit
No. Description
4(a) 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).
4(b) 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(c) 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(a) Consent of Arthur Andersen LLP.
23(b) Consent of Gary L. Myers, Esq. (contained
in Exhibit 5 hereto).
24 Powers of Attorney (included on signature page).
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to the registration
statement;
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended (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 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
with or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the
Exchange Act 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
remained unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes 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 Exchange
Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) 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.
(c) 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 foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the 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 registrant 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.
<PAGE>
SIGNATURES
The Registrant. 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 St. Joseph,
State of Missouri on this 15th day of May, 1996.
St. Joseph Light & Power Company
By: /s/ Terry F. Steinbecker
Terry F. Steinbecker
President and Chief
Executive Officer
POWER OF ATTORNEY AND SIGNATURES
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 the dates indicated.
Signature Title(s) Date
/s/ Terry F. Steinbecker President, Chief Executive 5/15/96
Terry F. Steinbecker Officer and Director
(Principal Executive Officer)
/s/ Larry J. Stoll Vice President-Finance, 5/15/96
Larry J. Stoll Treasurer and Assistant
Secretary (Principal Financial
Officer and Principal
Accounting Officer)
/s/ John P. Barclay, Jr. Director 5/15/96
John P. Barclay, Jr.
/s/ Daniel A. Burkhardt Director 5/15/96
Daniel A. Burkhardt
/s/ Richard M. Burridge Director 5/15/96
Richard M. Burridge
/s/ James P. Carolus Director 5/15/96
James P. Carolus
/s/ William J. Gremp Director 5/15/96
William J. Gremp
/s/ David W. Shinneman Director 5/15/96
David W. Shinneman
/s/ Robert L. Simpson Director 5/15/96
Robert L. Simpson
/s/ Gerald R. Sprong Director 5/15/96
Gerald R. Sprong
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
4(a) 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).
4(b) 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(c) 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(a)* Consent of Arthur Andersen LLP.
23(b)* Consent of Gary L. Myers, Esq. (contained in Exhibit 5 hereto).
24* Powers of Attorney (included on signature page).
________________________
*Filed herewith
<PAGE>
S-8 May 16, 1996 (8:9a)
Exhibit 5
May 15, 1996
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-8
Ladies and Gentlemen:
I am Vice President-General Counsel and Secretary of
St. Joseph Light and Power Company (the "Company"). In that
connection, I am familiar with a Registration Statement on Form
S-8 (the "Registration Statement") relating to 150,000 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 Long-Term
Stock Incentive Plan for Non-Employee Directors (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 genuineness 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 Company s shareholders
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. 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.
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.
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
Exhibit 23(a)
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 150,000 shares of St. Joseph Light & Power
Company's common stock, of our reports dated January 16, 1996
incorporated by reference and included in St. Joseph Light &
Power Company's Annual Report on Form 10-K for the year ended
December 31, 1995 and to all references to our firm included in
this Registration Statement.
ARTHUR ANDERSEN LLP
Kansas City, Missouri
May 15, 1996
