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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED).
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER: 1-3576
ST. JOSEPH LIGHT & POWER COMPANY
(Exact name of registrant as specified in its charter)
STATE OF MISSOURI 44-0419850
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
520 FRANCIS STREET, P. O. BOX 998
ST. JOSEPH, MISSOURI 64502-0998
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(816) 233-8888
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
COMMON STOCK, NEW YORK STOCK EXCHANGE
WITHOUT PAR VALUE
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of the registrant's outstanding
common stock, based on the closing price therefor on the New York
Stock Exchange at February 28, 1998, was $146,792,513.
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date.
COMMON STOCK,
WITHOUT PAR VALUE 8,071,066 SHARES
(Class) (Outstanding at February 28, 1998)
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the 1997 Annual Report to Shareholders are
incorporated by reference into Parts I, II and IV.
Portions of the 1998 Definitive Proxy Statement for the 1998
annual meeting are incorporated by reference into Part III,
excluding therefrom the sections titled "Report of Compensation
Committee" and "Cumulative Total Shareholder Return."
The 1997 Annual Report to Shareholders and the 1997 Definitive
Proxy Statement will be mailed to shareholders on or about April
10, 1998.
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ST. JOSEPH LIGHT & POWER COMPANY
LIST OF EXHIBITS:
Exhibit 3 (a) - Restated Articles of Incorporation adopted on
May 20, 1987, which are incorporated by
reference to page 16 of the 1987 Form 10-K.
(b) - * By-laws of Company as amended on March 19,
1997.
Exhibit 4 (a) - Indenture of Mortgage and Deed of Trust dated
April 1, 1946, between the Company and Harris
Trust and Savings Bank and Bartlett Boder,
Trustee which is incorporated by reference to
Exhibit(b)(1)-C in File No.2-62825.
(b) - Seventeenth Supplemental Indenture dated as of
February 1, 1991 between the Company and Harris
Trust and Savings Bank, which is incorporated by
reference to the 1995 Form 10-K.
(c) - Medium-Term Notes Issuing and Paying Agency
Agreement dated as of November 19, 1993 between
the Company and Harris Trust and Savings Bank,
which is incorporated by reference to the 1995
Form 10-K.
(d) - Rights Agreement dated September 18, 1996,
which is incorporated by reference to Exhibit 4
to Form 8-K, dated October 1, 1996.
Long-term debt instruments of the Company in
amounts not exceeding ten percent of the total
assets of the Company will be furnished to the
Commission upon request.
Exhibit 10 (a) - Coal Freight Agreement between Burlington
Northern Railroad Company, Seller, and Kansas
City Power & Light Company, St. Joseph Light &
Power Company and The Empire District Electric
Company, Buyers. This exhibit is incorporated
by reference to page 17 of the 1986 Form 10-K.
Amendment to Coal Freight Agreement, as amended
on May 20, 1995, is incorporated by reference to
the 1995 Form 10-K.
(b) - Coal Supply Agreement between Atlantic
Richfield Company, Seller, and Kansas City Power
& Light Company, St. Joseph Light & Power
Company and The Empire District Company, Buyers.
This exhibit is incorporated by reference to
page 17 of the 1983 Form 10-K.
(c) - CFSI Agreement which is incorporated by
reference to page 17 of the 1989 Form 10-K.
(d) - ** Form of Key Management Employment Agreements
which is incorporated by reference to page 18 of
the 1990 Form 10-K. Amendment to Key Management
Employment Agreements as amended on December 1,
1993, which is incorporated by reference to page
18 of the 1993 Form 10-K.
(e) - Directors Indemnification Agreement, which is
incorporated by reference to page 19 of the 1993
Form 10-K.
(f) - ** Supplemental Executive Retirement Plan which
is incorporated by reference to page 19 of the
1990 Form 10-K. Amendment to Supplemental
Executive Retirement Plan as amended on November
17, 1993, which is incorporated by reference to
page 20 of the 1993 Form 10-K.
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ST. JOSEPH LIGHT & POWER COMPANY
LIST OF EXHIBITS (CONTINUED):
(g) - Gas Service Agreements with ANR Piepline
Company, which are incorporated by reference to
page 21 of the 1993 Form 10-K.
(h) - *
** Long-Term Incentive Plan (Amended and
Restated)
(i) - ** Long-Term Stock Incentive Plan for Non-
Employee Directors, which is incorporated by
reference to Exhibit 10(I) to the 1996 Form 10-
K.
(j) - Purchased power agreemetn with Nebraska Public
Power District, which is incorporated by
reference to Exhibit 10(j) to the 1996 Form 10-
K.
(k) - *
** Officers' Annual Bonus Plan.
Exhibit 13 - * The 1997 Annual Report to Shareholders.
Exhibit 21 - * Subsidiaries of Registrant.
Exhibit 23 - * Consent of Independent Public Accountants.
Exhibit 27 - * Financial Data Schedule.
* Filed herewith.
** Exhibits marked with a double asterisk related
to management contracts or compensatory
arrangements.
REPORTS ON FORM 8-K:
No Current Report on Form 8-K was filed during the quarter ended
December 31, 1997.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To St. Joseph Light & Power Company:
We have audited in accordance with generally accepted auditing
standards, the consolidated financial statements included in St.
Joseph Light & Power Company's Annual Report to Shareholders
incorporated by reference in this Form 10-K, and have issued our
report thereon dated January 23, 1998. Our audits were made for
the purpose of forming an opinion on those statements taken as a
whole. The schedules listed in the index above are presented for
purposes of complying with the Securities and Exchange
Commission's rules and are not part of the basic financial
statements. These schedules have been subjected to the auditing
procedures applied in our audits of the basic financial
statements and, in our opinion, fairly state in all material
respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.
/s/ Arthur Andersen LLP
Kansas City, Missouri,
January 23, 1998
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ST. JOSEPH LIGHT & POWER COMPANY
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
ST. JOSEPH LIGHT & POWER COMPANY
(Registrant)
March 18, 1998 By /s/ T.F. Steinbecker
President
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the
dates indicated.
/s/ Terry F. Steinbecker President & Director March 18, 1998
(Chief Executive Officer)
/s/ Larry J. Stoll Vice-President-Finance, March 18, 1998
Treasurer & Assistant
Secretary (Principal
Financial & Accounting
Officer)
/s/ J.P. Barclay, Jr. Director March 18, 1998
/s/ D.A. Beck Director March 18, 1998
/s/ D.A. Burkhardt Director March 18, 1998
/s/ J.P. Carolus Director March 18, 1998
/s/ W.J. Gremp Director March 18, 1998
/s/ D.W. Shinneman Director March 18, 1998
/s/ R.L. Simpson Director March 18, 1998
/s/ G.R. Sprong Director March 18, 1998
Page 9
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation of our reports included or incorporated by
reference in this Form 10-K, into the Company's previously filed
Form S-3 Registration Statements (Registration No. 33-64687 and
No. 333-42875) and previously filed Form S-8 Registration
Statements (Registration No. 33-28109 and No. 333-03839).
/s/ Arthur Andersen LLP
Kansas City, Missouri,
March 24, 1998
