<PAGE>
As filed with the Securities and Exchange Commission on October
15, 1998
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
incorporation or organization) Identification No.)
520 Francis Street
St. Joseph, Missouri 64502
816/233-8888
(Address of Principal Executive Offices)
1998 LONG-TERM INCENTIVE PLAN
(Full Title of Plan)
Gary L. Myers, Secretary Copy to:
St. Joseph Light & Power Company
520 Francis Street Jim L. Kaput
St. Joseph, Missouri 64502 Sidley & Austin
816/233-8888 One First National Plaza
(Name, Address and Telephone Number, Chicago, Illinois 60603
Including Area Code, of Agent For Service) 312/853-7000
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------
Proposed
Title of securities Amount to be maximum offering
to be registered registered(1) price per share
- -----------------------------------------------------------------
Common Stock 600,000 shares $18 (2)
(no par value)
- -----------------------------------------------------------------
Common Stock
Purchase Rights (3) (3)
- -----------------------------------------------------------------
- -----------------------------------------------------------------
Proposed
Title of securities maximum aggregate Amount of
to be registered offering price registration fee
- -----------------------------------------------------------------
Common Stock $10,800,000 (2) $3,186
(no par value)
- -----------------------------------------------------------------
Common Stock
Purchase Rights (3) (3)
=================================================================
(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 Rules 457(h)(1) and 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 October 12, 1998.
(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.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF CERTAIN 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 year ended December 31, 1997.
(b) The description of the Company's common
stock, no par value (the "Common Stock"), which is
contained in the Company's Registration Statement filed
with the Commission under Section 12 of the Securities
Exchange Act of 1934 (the "Exchange Act"), including
any subsequent amendment or any report filed for the
purpose of updating such description.
(c) 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.
(d) All other reports filed by the Company
pursuant to Section 13(a) or 15(d) of the Exchange Act
since December 31, 1997.
All documents filed by the Company 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
The validity of 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.
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<PAGE>
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 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 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
SEE the Exhibit Index immediately preceding the
exhibits to this Registration Statement.
ITEM 9. 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
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<PAGE>
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 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.
(b) 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.
(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 Securities and Exchange 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.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of St. Joseph, State of Missouri, on this 14th day of
October, 1998.
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 October 14, 1998.
Signature Title
/s/ Terry F. Steinbecker President and Chief
Terry F. Steinbecker Executive Officer and
Director
(Principal Executive Officer)
/s/ Larry J. Stoll Vice President-Finance,
Larry J. Stoll Treasurer and Assistant Secretary
(Principal Financial Officer and
Principal Accounting Officer)
/s/ John P. Barclay, Jr. Director
John P. Barclay, Jr.
/s/ Deborah A. Beck Director
Deborah A. Beck
<PAGE>
/s/ Daniel A. Burkhardt Director
Daniel A. Burkhardt
/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
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
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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 March 19, 1997
(incorporated by reference to Exhibit 3 of the Company's
Annual Report on Form 10-K for the year ended December
31,1997, File No. 1-3576)
4.1 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.
*23.1 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).
-------------
*Filed herewith.
<PAGE>
PROSPECTUS
ST. JOSEPH LIGHT & POWER COMPANY
1998 LONG-TERM INCENTIVE PLAN
--------------------
This Prospectus covers 600,000 shares of common stock
("Common Stock") of St. Joseph Light & Power Company, a Missouri
corporation (the "Company"), and related common stock purchase
rights, which may be issued under the Company's 1998 Long-Term
Incentive Plan (the "Plan"). The Company is offering such shares
to eligible employees and non-employee directors of the Company.
This Prospectus also covers any additional securities which may
be issued under the Plan in the event of certain changes in the
capital structure of the Company pursuant to the anti-dilution
provisions of the Plan, as discussed below.
The Common Stock is listed on the New York Stock Exchange
under the symbol "SAJ."
This Prospectus summarizes the terms and conditions of the
Plan and your rights to participate in the Plan. As to any award
granted under the Plan, your rights will be described in a
written agreement between you and the Company. Before exercising
any rights under the Plan, you should carefully read this
Prospectus, the Plan, the most recent Annual Report of the
Company and the most recent Annual Report to the Securities and
Exchange Commission (the "Commission") on Form 10-K of the
Company. In addition, you should carefully read the Company's
other reports, proxy statement and other information filed
pursuant to the Securities Exchange Act of 1934 (the "Exchange
Act"), copies of which are available from the Company. See
"Available Information" and "Incorporation of Certain Documents
by Reference."
This document constitutes part of a prospectus covering
securities that have been registered under the Securities Act of
1933 (the "Securities Act").
-------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE
SECURITIES OR HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
-------------------
The date of this Prospectus is October 15, 1998
<PAGE>
THE COMPANY
The Company is a public utility engaged primarily in the
generation, transmission and distribution of electric energy to
customers in a ten-county service territory in northwest
Missouri. The Company also engages in the supply of industrial
steam and the sale of natural gas for residential, commercial and
industrial purposes. 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 (800) 367-4562.
DESCRIPTION OF THE PLAN
The Plan is not subject to any provisions of the Employee
Retirement Income Security Act of 1974.
The following summary of certain provisions of the Plan is
not a complete statement of those provisions and is qualified in
its entirety by reference to the Plan. You may obtain a copy of
the Plan from St. Joseph Light & Power Company, 520 Francis
Street, St. Joseph, Missouri 64502, Attention: Secretary
(telephone: (816) 233-8888 or (800) 367-4562).
PLAN PURPOSES, ADMINISTRATION
1. WHAT ARE THE PURPOSES OF THE PLAN?
The purposes of the Plan are (i) to align your interests
with the interests of the Company's stockholders by increasing
your proprietary interest in the Company's growth and success,
(ii) to advance the interests of the Company by attracting and
retaining directors, officers and other employees and (iii) to
motivate such persons to act in the long-term best interests of
the Company and its stockholders.
2. HOW DOES THE PLAN AFFECT THE COMPANY'S OTHER INCENTIVE
PLANS?
The Plan replaces the Company's Long-Term Incentive Plan and
Long-Term Incentive Plan for Non-Employee Directors (the "Prior
Plans"). When the Plan became effective, the Prior Plans were
terminated. However, any outstanding award you have under the
Prior Plans continues in accordance with its terms.
3. WHO ADMINISTERS THE PLAN?
The Compensation Committee of the Board of Directors (the
"Committee") administers the Plan. Each member of the Committee
is a "Non-Employee Director" within the meaning of Rule 16b-3
under the Exchange Act and is an "outside director" within the
meaning of Section 162(m) of the Internal Revenue Code of 1986
(the "Code"). Subject to the express provisions of the Plan, the
Committee selects eligible persons to receive awards and to
determine all of the terms and conditions of each award. The
Committee also establishes rules and regulations for
administering the Plan and decides questions of interpretation or
application of any provision of the Plan.
4. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?
All directors, officers, other employees and persons
expected to become directors, officers or employees of the
Company may be granted awards under the Plan.
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EFFECTIVE DATE, TERMINATION AND AMENDMENT
5. WHEN DID THE PLAN BECOME EFFECTIVE?
The Plan became effective as of May 20, 1998, the date the
Company's stockholders approved the Plan.
6. WHEN WILL THE PLAN TERMINATE?
The Plan will terminate when shares of Common Stock are no
longer available for the grant of awards, unless terminated
earlier by the Board of Directors. Termination of the Plan will
not affect the terms or conditions of any award granted prior to
termination.
7. MAY THE PLAN BE AMENDED?
Yes. The Board of Directors may amend the Plan at any time,
subject to any requirement of stockholder approval required by
applicable law, rule or regulation. No amendment may be made
without stockholder approval, however, if such amendment would,
among other things, (i) increase the maximum number of shares of
Common Stock available under the Plan or (ii) effect any change
inconsistent with the Code. No amendment may impair the rights
of a holder of an outstanding award without such holder's
consent.
AVAILABLE SHARES AND ANTI-DILUTION
8. HOW MANY SHARES ARE AVAILABLE FOR ISSUANCE?
The Plan authorizes the issuance of up to 600,000 shares of
Common Stock, reduced by the aggregate number of shares which
become subject to outstanding awards. However, to the extent
that shares of Common Stock subject to outstanding awards (except
in connection with the exercise of a tandem SAR, as described
below) are not issued or delivered by reason of the expiration,
termination, cancellation or forfeiture of such award or by
reason of the delivery or withholding of shares to pay all or a
portion of the exercise price of an award, or to satisfy all or a
portion of the tax withholding obligations relating to an award,
then such shares will again be available under the Plan.
9. WHAT HAPPENS IN THE EVENT OF A STOCK SPLIT, STOCK DIVIDEND,
RECAPITALIZATION OR OTHER SIMILAR EVENT?
In the event of a stock split, stock dividend,
recapitalization, reorganization, merger, spin-off or other
similar change or event, the number of shares of Common Stock
available under the Plan and the number of shares of Common Stock
subject to each outstanding award will be appropriately adjusted
by the Committee.
10. IS THERE ANY LIMIT TO THE NUMBER OF SHARES WHICH MAY BE
ISSUED TO A PARTICIPANT?
Yes. The maximum number of shares of Common Stock with
respect to which options and SARs may be granted during any
calendar year to any person is 100,000, subject to adjustment as
described above.
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AWARDS
11. WHAT TYPES OF AWARDS MAY BE GRANTED?
The Committee may grant non-qualified stock options,
"incentive stock options" (within the meaning of Section 422 of
the Code), stock appreciation rights ("SARs"), restricted stock,
bonus stock and performance share awards under the Plan. All
awards will be evidenced by a written agreement containing such
provisions as the Committee approves.
12. HOW MAY STOCK OPTIONS BE EXERCISED?
The Committee determines the specific conditions to the
exercisability of an option to purchase shares of Common Stock.
In general, you may exercise an option by giving written notice
to the Company specifying the number of whole shares of Common
Stock to be purchased and accompanied by payment for those
shares. The exercise price of an option will not be less than
100% of the fair market value of the Common Stock on the date the
option was granted, and you may pay the exercise price in cash or
by delivery of previously owned shares of Common Stock, to the
extent set forth in the agreement relating to the option. No
certificate representing Common Stock will be delivered until the
full purchase price and any tax withholding have been paid. For
more information regarding tax withholding, see Question 18
below.
13. WHAT IS AN SAR?
An SAR represents the right to receive (subject to
withholding taxes) shares of Common Stock (which may be
restricted stock), cash or a combination thereof with a value
equal to the difference between the fair market value of the
Common Stock on the exercise date and the base price of the SAR.
The base price of an SAR will not be less than 100% of the fair
market value of the Common Stock on the date the SAR is granted,
provided that the base price of an SAR granted in tandem with an
option will be the exercise price of the related option. The
Committee will determine the period for the exercise of an SAR.
14. WHEN DO STOCK AWARDS VEST?
Bonus stock awards vest immediately upon grant. In
contrast, restricted stock awards are subject to a restriction
period during which (i) you must remain continuously in the
employment of the Company or (ii) if the restricted stock is
subject to specified performance measures, such performance
measures must be attained. Shares of restricted stock are non-transferable
and subject to forfeiture in the event such conditions are not met during
the applicable restriction period.
15. WHAT IS A PERFORMANCE SHARE AWARD?
A performance share is a right, contingent upon the
attainment of performance measures within a specified performance
period, to receive one share of Common Stock, which may be
restricted stock, or the fair market value of all or a portion of
such performance share in cash. Performance shares are non-transferable and
subject to forfeiture if the specified performance measures are not attained
during the applicable performance period.
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16. DO HOLDERS OF RESTRICTED STOCK AND PERFORMANCE SHARES HAVE
THE SAME RIGHTS AS STOCKHOLDERS OF THE COMPANY?
Unless otherwise determined by the Committee, the holder of
a restricted stock award has the same rights as a stockholder of
the Company, including the right to vote and receive dividends
with respect to the shares of restricted stock. In contrast, the
holder of a performance share award, prior to settlement in
shares of Common Stock, does not have any rights as a stockholder
of the Company with respect to the shares of Common Stock subject
to the award.
17. HOW ARE PERFORMANCE GOALS DETERMINED?
At the time of grant, the Committee will determine the
performance goals applicable to a particular award, such as
restricted stock or performance shares. Performance goals may
consist of one or more of the following: return on equity,
revenues, total shareholder return, earnings per share, return on
equity measures, O&M measures, cost containment, cash flow
measures and earnings from non-utility operations. Measures may
be absolute or comparative to an appropriate peer group or index.
TAX WITHHOLDING, TRANSFER RESTRICTIONS AND LIMITATIONS ON RESALE
18. MAY THE COMPANY WITHHOLD TAXES IN CONNECTION WITH THE GRANT
OF AN AWARD?
Yes. The Company may require, prior to the issuance or
delivery of any shares of Common Stock or the payment of any cash
pursuant to an award, payment by you of any Federal, state, local
or other taxes which may be required to be withheld or paid. The
specific method for satisfying any tax obligation will be set
forth in the agreement relating to the award. For more
information regarding tax effects of participation in the Plan,
see "Federal Income Tax Consequences" below.
19. MAY AWARDS BE TRANSFERRED?
Generally, no. Unless otherwise determined by the
Committee, awards are not transferable other than by will, the
laws of descent and distribution or pursuant to beneficiary
designation procedures approved by the Company. Except for
permitted transfers, upon any attempt to sell, transfer, assign,
pledge, hypothecate, encumber or otherwise dispose of an award,
such award and all rights thereunder will immediately become null
and void.
20. ARE THERE ANY LIMITATIONS ON THE RESALE OF COMMON STOCK
ACQUIRED UNDER THE PLAN?
Yes. Under the federal securities laws, directors, officers
and other persons who are deemed to be "affiliates" of the
Company within the meaning of Rule 405 under the Securities Act
may only resell shares of Common Stock, including shares acquired
under the Plan, pursuant to an effective registration statement
under the Securities Act, Rule 144 under the Securities Act or an
appropriate exemption from registration. For this purpose, an
"affiliate" of the Company is any person who controls, is
controlled by or is under common control with the Company. If
you are an affiliate of the Company, you should consult with
counsel prior to making any resale.
In addition, the restrictions imposed by Section 16 of the
Exchange Act upon any executive officer or director apply to
awards granted under the Plan. In general, any grant under the
Plan to an executive officer or director will be exempt from the
short-swing liability (but not the reporting) provisions of
Section 16.
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However, sales of Common Stock by an executive officer or
director will be subject to both the short-swing liability and
reporting provisions of Section 16. If you are subject to
Section 16, you should consult with counsel prior to engaging in
any transaction in Common Stock.
CHANGE IN CONTROL AND TERMINATION OF EMPLOYMENT
21. WHAT CONSTITUTES A "CHANGE IN CONTROL"?
Under the Plan, a "Change in Control" will occur in the
event of certain acquisitions of 20% or more of either the
Company's Common Stock or the combined voting power of the
Company's outstanding securities entitled to vote generally in
the election of directors, a change in the majority of the Board
of Directors, the consummation of a reorganization, merger or
consolidation or sale or disposition of all or substantially all
of the assets of the Company (unless, among other conditions, the
Company's stockholders receive 60% or more of the stock of the
resulting entity) or the consummation of a liquidation or
dissolution of the Company.
22. WHAT HAPPENS TO OUTSTANDING AWARDS IN THE EVENT OF A CHANGE
IN CONTROL?
In the case of a merger or similar transaction in which the
stockholders receive publicly traded common stock, all
outstanding options and SARs will be exercisable in full, all
other awards will vest and each option, SAR and other award will
represent a right to acquire the appropriate number of shares of
common stock received in the merger or similar transaction. In
the event of a Change in Control in which the stockholders do not
receive publicly traded common stock, all outstanding awards will
be "cashed-out" by the Company.
23. WHAT HAPPENS TO OUTSTANDING AWARDS WHEN A PARTICIPANT
TERMINATES EMPLOYMENT WITH OR SERVICE TO THE COMPANY?
In the event of termination of employment or service by
reason of retirement on or after age 65 or on or after age 55
after a minimum of five years of employment with or service to
the Company ("Retirement"): (i) each non-qualified stock option
and SAR will become fully exercisable for a period of one year
(or such other period determined by the Committee) after such
termination, but no later than the expiration of such option or
SAR; (ii) each incentive stock option will become fully
exercisable for a period of three months after such termination,
but no later than the expiration of the incentive stock option;
and (iii) each share of restricted stock and each performance
share award will become fully vested.
In the event of termination of employment or service by
reason of death or disability ("disability" being used to refer
to permanent and total disability (as defined in Section 22(e)(3)
of the Code) in the case of clause (ii) below): (i) each non-qualified stock
option and SAR will be exercisable to the extent exercisable on the date of
termination, for a period of one year (or such other period determined by
the Committee) after such termination, but no later than the expiration
of such option or SAR; (ii) each incentive stock option will be exercisable
to the extent exercisable on the date of termination, for a period of
one year after such termination, but no later than the expiration
of the incentive stock option; and (iii) each share of restricted
stock and each performance share award will become fully vested.
In the event of termination of employment or service for any
other reason (other than for cause): (i) each non-qualified stock
option, incentive stock option and SAR will be exercisable to the
extent exercisable on the date of termination, for a period of
three months (or such other period determined by the Committee)
after such termination, but no later than the expiration of such
option or SAR; and the portion of a restricted
6
<PAGE>
stock award which is then subject to a restriction period and the
portion of a performance share award which is then subject to a
performance period will be forfeited by the participant and
canceled by the Company.
Notwithstanding the above, if a holder dies during the
specified periods following termination of employment or service
by reason of Retirement, disability or for any other reason
(other than for cause), each non-qualified stock option,
incentive stock option and SAR will be exercisable to the extent
exercisable on the date of death, for a period of one year (or
such other period determined by the Committee) after the date of
death, but no later than the expiration of such option or SAR.
In the event of termination of employment or service for
cause: (i) each non-qualified stock option, incentive stock
option and SAR will terminate on the date of such termination of
employment or service and (ii) the portion of a restricted stock
award which is then subject to a restriction period and the
portion of a performance share award which is then subject to a
performance period will be forfeited by the participant and
canceled by the Company.
NON-EMPLOYEE DIRECTORS
24. DOES THE PLAN PROVIDE FOR THE AUTOMATIC GRANT OF AWARDS TO
NON-EMPLOYEE DIRECTORS?
Yes. On May 20, 1998, the Committee adopted a resolution
providing for the automatic grant to non-employee directors on
the date of each annual meeting of stockholders of (i) non-qualified stock
options to purchase 2,000 shares of Common Stock at an option exercise price
equal to the fair market value of a share of Common Stock on the date of
grant and (ii) 1,000 shares of restricted stock.
These options are fully exercisable on the date of grant and
expire ten years after the date of grant. If a non-employee
director ceases to be a director for any reason, each of such
director's options may be exercised for a period of one year
after the date of ceasing to be a director, but no later than the
expiration of such option. If a non-employee director dies
during the one-year period after ceasing to be a director, each
option may be exercised for a period of one year after the date
of death, but no later than the expiration of such option.
These restricted stock awards vest on the first to occur of
the third anniversary of the date of grant and the date the
holder of such award ceases to serve as a director. The holder
of a non-employee director restricted stock award has the same
rights as a stockholder of the Company, including the right to
vote and receive dividends with respect to the shares of
restricted stock.
25. MAY NON-EMPLOYEE DIRECTORS RECEIVE OTHER AWARDS?
Yes. In addition to the automatic grants of stock options
and restricted stock described in Question 24 above, each non-employee
director may elect to receive non-qualified stock options and/or restricted
stock (an "elective award") in lieu of all or a part of such director's cash
retainer and meeting fees. If such election is made, the option exercise
price will equal the fair market value of a share of Common Stock on the date of
grant and the shares of Common Stock subject to an option will
have a fair market value equal to 200% of the amount of the
foregone retainer and meeting fees. Each such option will expire
ten years after its date of grant, will not be exercisable during
the first year following its date of grant (except as noted in
Question 26 below) and will become exercisable in one-third
annual installments beginning on the first anniversary of its
date of grant. The restricted stock will have a fair market
value equal to 120% of the foregone retainer and meeting
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fees and, except as noted in Question 26 below, will vest on the
first anniversary of the date of grant if the holder of such
award remains continuously in the service of the Company as a
non-employee director.
26. WHAT HAPPENS TO OUTSTANDING ELECTIVE AWARDS WHEN A NON-EMPLOYEE DIRECTOR
CEASES TO BE A DIRECTOR OF THE COMPANY?
If a non-employee director ceases to be a director by reason
of Retirement, disability or death, each option will become fully
exercisable until the expiration of such option. If a non-employee director
ceases to be a director for any other reason, each option will be
exercisable to the extent exercisable on the date of ceasing to be a
director until the expiration of such option. If a non-employee director dies
prior to the expiration of an option, such option will be exercisable to the
extent exercisable on the date of the non-employee director's death
until the expiration of such option. With respect to restricted
stock awards, if the holder of such award ceases to be a non-employee
director by reason of Retirement, disability or death, the restricted stock
will vest immediately.
FEDERAL INCOME TAX CONSEQUENCES
The following is a brief summary of the possible U.S.
federal income tax consequences that could arise with respect to
awards made under the Plan. Federal income tax laws are complex
and subject to different interpretations. For this reason, you
should discuss specific questions regarding the tax consequences
relating to awards with your own tax advisor.
STOCK OPTIONS. You will not recognize taxable income and
the Company will not be entitled to a tax deduction at the time
you are granted an option. You will recognize compensation
taxable as ordinary income (and subject to income tax withholding
if you are an employee) upon exercise of a non-qualified stock
option equal to the excess of the fair market value of the shares
purchased over their exercise price, and the Company will be
entitled to a corresponding deduction. You will not recognize
income (except for purposes of the alternative minimum tax) upon
exercise of an incentive stock option. If you hold the shares
acquired by exercise of an incentive stock option for the longer
of two years from the date the option was granted and one year
from the date it was exercised, any gain or loss arising from a
subsequent disposition of such shares will be taxed as long-term
capital gain or loss, and the Company will not be entitled to any
deduction. If, however, you dispose of such shares within the
above-described period, then in the year of such disposition you
will recognize compensation taxable as ordinary income equal to
the excess of the lesser of (i) the amount realized upon such
disposition and (ii) the fair market value of such shares on the
date of exercise over the exercise price, and the Company will be
entitled to a corresponding deduction.
SARS. You will not recognize taxable income and the Company
will not be entitled to a tax deduction at the time you are
granted an SAR. You will recognize compensation taxable as
ordinary income (and subject to income tax withholding if you are
an employee) upon exercise of an SAR equal to the fair market
value of any shares delivered and the amount of cash paid by the
Company, and the Company will be entitled to a corresponding
deduction.
RESTRICTED STOCK. You will not recognize taxable income and
the Company will not be entitled to a tax deduction at the time
you are awarded shares of restricted stock, unless you make an
election to be taxed at such time. If you so elect, you will
recognize compensation taxable as ordinary income (and subject to
income tax withholding if you are an employee) at the time of
grant equal to the excess of the fair market value of the shares
over the amount, if any, paid for such shares. If you do not so
elect, you will recognize
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compensation taxable as ordinary income (and subject to income
tax withholding if you are an employee) at the time the
restrictions lapse equal to the excess of the fair market value
of the shares over the amount, if any, paid for such shares. The
Company is entitled to a corresponding deduction at the time you
recognize ordinary income, except to the extent the deduction
limits of Section 162(m) of the Code apply. In addition, if you
receive dividends prior to the time restrictions lapse on
restricted stock for which you have not made the above-described
election, you will recognize compensation taxable as ordinary
income (and subject to income tax withholding if you are an
employee), rather than dividend income, in an amount equal to the
dividends paid, and the Company will be entitled to a
corresponding deduction, except to the extent the deduction
limits of Section 162(m) of the Code apply.
BONUS STOCK. You will recognize compensation taxable as
ordinary income (and subject to income tax withholding if you are
an employee) at the time you are awarded shares of bonus stock
equal to the then fair market value of such shares, and the
Company will be entitled to a corresponding deduction, except to
the extent the deduction limits of Section 162(m) of the Code
apply.
PERFORMANCE SHARES. You will not recognize taxable income
and the Company will not be entitled to a tax deduction at the
time you are granted performance shares. Upon the settlement of
performance shares, you will recognize compensation taxable as
ordinary income (and subject to income tax withholding if you are
an employee) equal to the fair market value of any shares
delivered and any cash paid by the Company, and the Company will
be entitled to a corresponding deduction, except to the extent
the deduction limits of Section 162(m) of the Code apply.
----------------
AVAILABLE INFORMATION
The Company is subject to the information and reporting
requirements of the Exchange Act and, in accordance therewith,
files periodic reports, proxy statements and other information
with the Commission. You may inspect and copy such reports,
proxy statements and other information 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; and Northeast Regional Office, Seven World Trade Center,
Suite 1300, New York, New York 10048. You may also obtain copies
of such material at prescribed rates from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549. For more information about these public reference
facilities, call the Commission at 1-800-SEC-0330. In addition,
you may electronically access reports, proxy statements and other
information by means of the Commission's Web site at
http://www.sec.gov. The Common Stock is listed on the New York
Stock Exchange, and you may inspect such reports, proxy
statements and other information concerning the Company at the
offices of the New York Stock Exchange, Inc., 20 Broad Street,
New York, New York 10005.
You may obtain a copy of this Prospectus and all of the
documents incorporated by reference in this Prospectus, other
than exhibits to such documents (unless such exhibits are
specifically incorporated by reference into such documents),
without charge, upon written or oral request to:
St. Joseph Light & Power Company
520 Francis Street
St. Joseph, Missouri 64502
Attention: Secretary
(816) 233-8888 or (800) 367-4562
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company has filed the following documents with the
Commission and such documents are incorporated in this Prospectus
by reference:
1. The Company's Annual Report on Form 10-K for the year
ended December 31, 1997;
2. The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1998 and June 30, 1998;
3. The description of the Company's 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; and
4. The description of the Company's 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 are deemed to be incorporated
by reference in this Prospectus and to be part hereof from the
respective dates of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated
by reference herein is 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 document
which is also incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or
superseded is not deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
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We have not authorized any person
to give to you any written information
other than this Prospectus or to make
any oral representations as to matters ST. JOSEPH LIGHT &
that are not stated in this Prospectus. POWER COMPANY
You must not rely on unauthorized
information. This Prospectus is not an
offer to sell or a solicitation of an
offer to buy any securities in any COMMON STOCK
state where the offer or solicitation (NO PAR VALUE)
is not permitted, or to any person to
whom such offer or solicitation would
be unlawful. Neither the delivery of
this Prospectus nor any sales made 1998 LONG-TERM INCENTIVE
hereunder shall create an implication PLAN
that the information contained in this
Prospectus or the affairs of the Company
have not changed since the date hereof.
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Table of Contents PROSPECTUS
Page ------------
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The Company.........................2
Description of the Plan.............2
Federal Income Tax Consequences.....8
Available Information...............9
Incorporation of Certain Documents
by Reference.....................10 OCTOBER 15, 1998
<PAGE>
Exhibit 5
[St. Joseph Light & Power Company letterhead]
October 15, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: St. Joseph Light & Power Company
Registration Statement on Form S-8
Gentlemen:
I am Secretary and General Counsel of St. Joseph Light
& Power Company (the "Company"). In that connection, I am
familiar with the filing of a Registration Statement on Form S-8
(the "Registration Statement") relating to 600,000 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 1998 Long-Term Incentive
Plan (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 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.
<PAGE>
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. 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.
5. The common stock purchase rights associated with
the shares of Common Stock referred to in paragraph 3 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 and Business
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,
/s/ Gary L. Myers
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-8, used to register 600,000 shares of St. Joseph Light & Power
Company's common stock, of our reports dated January 23, 1998,
included in St. Joseph Light & Power Company's Annual Report on
Form 10-K for the year ended December 31, 1997, and to all
references to our firm included in this Registration Statement.
/s/ ARTHUR ANDERSEN LLP
Kansas City, Missouri
October 15, 1998
