As filed with the Securities and Exchange Commission on
December 22, 1997
Registration No. 33-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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)
Missouri
(State or other jurisdiction of incorporation or organization)
44-0419850
(I.R.S. Employer Identification No.)
520 Francis Street
St. Joseph, Missouri 64502
(816) 233-8888
(Address, including zip code, and telephone number,
including area code, of principal executive offices)
Gary L. Myers Copy to:
Vice President-General Counsel Jim L. Kaput
and Secretary Sidley & Austin
St. Joseph Light & Power One First National Plaza
Company Chicago, Illinois 60603
520 Francis Street (312)853-7000
St. Joseph, Missouri 64502
(816) 233-8888
(Name, address, including zip
code, and telephone number,
including area code, of agent
for service)
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, as amended (the "Securities
Act"), 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
Proposed Proposed
Title of Amount maximum maximum Amount of
Securities to to be aggregate aggregate registration
be registered registered price per offering fee
share price
Common Stock, 200,000
no par value shares(1)(2) $16.9375(3) $3,387,500(3) $1,027(4)
Common Stock,
Purchase Rights (5) (5) (5) (5)
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(1) This Registration Statement also covers an indeterminate
number of shares as may become issuable due to adjustments
for changes resulting from stock dividends, stock splits and
similar changes.
(2) Pursuant to Rule 429 under the Securities Act, this
Registration Statement also relates to 11,228 shares of
Common Stock of the Registrant registered in Registration
Statement No. 33-64687.
(3) Estimated solely for the purpose of calculating the
registration fee and, pursuant to Rule 457(h) under the
Securities Act, 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 December 18, 1997.
(4) Pursuant to Rule 429 under the Securities Act, a
registration fee relating to 11,228 shares of Common
Stock of the Registrant in the amount of $118.43 was
paid at the time of the filing of Registration Statement No.
33-64687 on December 1, 1995.
(5) 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.
Pursuant to Rule 429 under the Securities Act, the Prospectus
constituting part of this Registration Statement also relates to
11,228 shares of Common Stock registered by the Registrant
under the Securities Act in Registration Statement No. 33-64687.
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Prospectus
ST. JOSEPH LIGHT & POWER COMPANY
AUTOMATIC DIVIDEND REINVESTMENT AND OPTIONAL CASH PAYMENT PLAN
(as amended as of December 22, 1997)
211,228 Shares of Common Stock
(No Par Value)
The Automatic Dividend Reinvestment and Optional Cash
Payment Plan (the "Plan"), as amended herein, 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 $50 nor more than $10,000
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 211,228 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
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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 January 1, 1998
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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. The Commission maintains a site
on the World Wide Web at http://www.sec.gov that contains
reports, proxy and information statements and other information
regarding registrants that file electronically with the
Commission. 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
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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, 1996.
2. The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1997, June 30, 1997 and September 30,
1997.
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.
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 20, 1996 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).
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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
$50 nor more than $10,000 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
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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.
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.
Shareowners who are already enrolled in the Plan are
eligible to participate in the new features of the Plan. Such
shareowners should carefully review the participation options,
particularly the minimum and maximum optional cash payments (See
Question 11) and the methods of making optional cash payments
(See Question 12). Unless a shareowner submits a different
Authorization Form, each shareowner's participation in the Plan
will remain unchanged.
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.
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8. What does the Authorization Form provide?
An Authorization Form submitted by an eligible shareowner
provides that cash dividends on all shares registered in that
shareowner's name (including shares purchased and held under the
Plan) will be reinvested in Common Stock. A participant may also
elect to deposit certificates representing shares of Common Stock
into the Plan for safekeeping. If such election is made, the
participant must include the certificates with the Authorization
Form and should separately indicate that the certificates are
being deposited for safekeeping. 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 payable to "Harris Bank" or by
separately authorizing Harris Trust and Savings Bank to debit
such shareowner's checking or savings account. (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 optional cash payment - See Questions 11 through 15). For
example, an Authorization Form must be received by January 31,
1998 in order to have the February 1998 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
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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 $50 nor more than $10,000 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, a participant may mail a
check payable to "Harris Bank", together with a properly
completed Authorization Form, to Harris Trust and Savings Bank,
P.O. Box A3309, Chicago, Illinois 60690-3309. Do not send cash.
In addition, optional cash payments may be made by having
Harris Trust and Savings Bank debit a participant's checking or
savings account through the Automatic Clearing House ("ACH")
system. This system allows a participant to arrange for
automatic monthly purchases of Common Stock and to have funds
taken directly from a participant's checking or savings account.
To initiate automatic optional cash payments through the ACH
system, a participant must complete the ACH authorization form
and mail it to Harris Trust and Savings Bank.
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.
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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 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 by a participant 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
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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 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
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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.
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?
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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
A3309, 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. Neither the Company nor
the Agent 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?
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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 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.
(See Question 10)
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.
12
<PAGE>
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.
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.
13
<PAGE>
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. If a participant sells
less than all of his or her shares, the participant may
specifically identify the purchase date and price of the shares
that were sold or exchanged to compute the gain or loss on such
sale or exchange. However, if the participant cannot
specifically identify which shares were sold, the amount of gain
or loss will be determined using the basis of the shares which
the participant has held for the longest period. 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. Such gain
or loss will generally be capital gain or loss. For noncorporate
14
<PAGE>
taxpayers, gains realized on shares or fractional shares held for
more than eighteen months are subject to tax at a maximum rate of
20%, gains realized on shares or fractional shares held for more
than one year but not more than eighteen months are subject to
tax at a maximum rate of 28% and gains realized on shares or
fractional shares held for one year or less are subject to tax at
the same rates as ordinary income. A noncorporate taxpayer may
deduct capital losses only to the extent of capital gains plus
$3,000. For corporate taxpayers, gain or loss on shares or
fractional shares held for more than one year will be long-term
capital gain or loss and net capital gains (the excess of net
long-term capital gains over short-term capital losses) are
subject to tax at the same rates as ordinary income. 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 will be allowed as a
credit against a participant's federal income tax liability.
Participants subject to withholding should contact their tax
advisors or the IRS for additional information, particularly in
light of recent changes in United States Treasury Regulations
regarding withholding.
Amendments, Interpretation and Correspondence
39. May the Plan be changed or discontinued?
15
<PAGE>
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.
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
16
<PAGE>
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.
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 financial statements and schedules included in the
Company's Annual Report on Form 10-K for the years ended December
31, 1996, 1995 and 1994, which are incorporated by reference in
this 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.
17
<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
18
<PAGE>
No person is authorized to give
any information or to make any
representations other than
those contained in this ST. JOSEPH LIGHT & POWER
Prospectus and, if given or COMPANY
made, such information or
representations must not be
relied upon as having been
authorized. This Prospectus
does not constitute an offer to COMMON STOCK
sell or a solicitation of an (no par value)
offer to buy any securities
other than the securities
offered by this Prospectus or
an offer to sell or a AUTOMATIC DIVIDEND
solicitation of an offer to buy REINVESTMENT AND OPTION CASH
any securities in any PAYMENT PLAN
jurisdiction to any person to (as amended as of
whom it is unlawful to make December 22, 1997)
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. PROSPECTUS
------------------------
Table of Contents
Page
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 January 1, 1998
Experts..................14
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Registration Fee--Securities and
Exchange Commission................$ 1,027
Accounting fees and expenses......... 5,000*
Printing expenses.................... 10,000*
Legal fees and expenses.............. 4,000*
Blue Sky fees and expenses........... 1,000*
Agent's fees and expenses............ 2,000*
Miscellaneous........................ 3,000*
Total.............................$26,027*
*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 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 16. Exhibits.
See the Exhibit Index immediately preceding the exhibits to
this Registration Statement.
Item 17. 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
<PAGE>
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 Securities Exchange
Act of 1934, as amended (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.
(4) 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.
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 22nd day of December,
1997.
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 and Chief 12/22/97
Terry F. Steinbecker Executive Officer and
Director (Principal
Executive Officer)
/s/ Larry J. Stoll Vice President-Finance, 12/22/97
Larry J. Stoll Treasurer and Assistant
Secretary (Principal
Financial Officer and
Principal Accounting Officer)
/s/ John P. Barclay, Jr. Director 12/22/97
John P. Barclay, Jr.
/s/ Deborah A. Beck Director 12/22/97
Deborah A. Beck
/s/ Daniel A. Burkhardt Director 12/22/97
Daniel A. Burkhardt
/s/ James P. Carolus Director 12/22/97
James P. Carolus
/s/ William J. Gremp Director 12/22/97
William J. Gremp
/s/ David W. Shinneman Director 12/22/97
David W. Shinneman
II-3
<PAGE>
/s/ Robert L. Simpson Director 12/22/97
Robert L. Simpson
/s/ Gerald R. Sprong Director 12/22/97
Gerald R. Sprong
II-4
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
3(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).
3(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 Rights Agreement dated as of September 18, 1996,
between the Company and Harris Trust and Savings
Bank, as Rights Agent (incorporated by reference
to Exhibit 4 of the Company's Current Report on
Form 8-K dated September 18, 1996, 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>
Exhibit 5
December 22, 1997
Board of Directors
St. Joseph Light & Power Company
520 Francis Street
St. Joseph, Missouri 64502
Re: St. Joseph Light and Power Company
Registration Statement on Form S-3
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 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, as amended as of December 22, 1997 (the "Plan").
The terms of the common stock purchase rights are set forth in
the Rights Agreement dated as of September 18, 1996 (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:
<PAGE>
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.
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.
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.
2
<PAGE>
I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.
Sincerely,
/s/ Gary L. Myers
Gary L. Myers
3
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-3, used to register 200,000 shares of St. Joseph Light & Power
Company's common stock, of our reports dated January 23, 1997,
included in St. Joseph Light & Power Company's Annual Report on
Form 10-K for the year ended December 31, 1996, and to all
references to our firm included in this Registration Statement.
/s/ Arthur Andersen LLP
Kansas City, Missouri
December 22, 1997
