FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 25049
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Act of 1934
Date of Report (Date of earliest event reported): March 4, 1999
St. Joseph Light & Power Company
(Exact name of registrant as specified in its charter)
Missouri 1-3576 44-0419850
(State or other jurisdiction (Commission file (IRS Employer
of incorporation) Number) Identification
Number)
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
Not applicable
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
On March 4, 1999, St. Joseph Light & Power Company, a
Missouri corporation (the "Company"), agreed to merge (the
"Merger") with and into UtiliCorp United Inc., a Delaware
corporation ("UCU"). The terms of the Merger are set forth in an
Agreement and Plan of Merger (the "Merger Agreement"), dated as
of March 4, 1999, between UCU and the Company. In the Merger,
each share of Company common stock, without par value (the
"Company Common Stock"), will be converted into the right to
receive the number of shares of common stock, par value $1.00 per
share, of UCU (the "UCU Common Stock") determined by dividing
$23.00 by the average of the per share daily closing prices of
the UCU Common Stock as reported on the NYSE Composite Tape for
the 20 consecutive trading days ending on the fifth day prior to
the date of consummation of the Merger. UCU and the Company
issued a joint press release announcing the execution of the
Merger Agreement on March 5, 1999, a copy of which is filed as
Exhibit 99.1 hereto and which is incorporated by reference
herein.
The Merger is intended to constitute a tax-free
reorganization under the Internal Revenue Code of 1986, as
amended, and a pooling of interests for financial reporting
purposes.
Consummation of the Merger is subject to various conditions,
including: (i) receipt of approval by the shareholders of the
Company of the Merger Agreement and the Merger; (ii) the
expiration or termination of applicable waiting periods under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;
(iii) certain regulatory approvals and compliance with any
applicable requirements of the Federal Energy Regulatory
Commission, the utility commission of Missouri and any other
applicable regulatory authorities; and (iv) registration of the
shares of UCU Common Stock to be issued in the Merger under the
Securities Act of 1933, as amended.
In connection with the execution of the Merger Agreement, on
March 4, 1999 the Company and Harris Trust and Savings Bank, as
Rights Agent (the "Rights Agent"), amended that certain Rights
Agreement, dated as of September 18, 1996 (the "Rights
Agreement"), between the Company and the Rights Agent. Among
other things, such amendment renders the Rights Agreement
inoperative with respect to (x) the approval, execution and
delivery of the Merger Agreement, (y) the Merger, and (z) the
consummation of the transactions contemplated by the Merger
Agreement.
The amendment to the Rights Agreement is filed as
Exhibit 4.1 hereto and is incorporated herein by reference and
the foregoing description of such amendment is qualified in its
entirety by reference to such Exhibit.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
(a) -- (b) Not applicable.
(c) Exhibits.
4.1 Amendment to the Rights Agreement, dated as of March 4,
1999, between the Company and Harris Trust and Savings
Bank, as Rights Agent.
99.1 Text of joint press release, dated as of March 5, 1999,
issued by the Company and UCU.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, hereunto duly authorized.
ST. JOSEPH LIGHT & POWER COMPANY
Date: March 8, 1999 By: /s/ Gary L. Myers
Gary L. Myers
Vice President, General
Counsel and Secretary
AMENDMENT TO THE RIGHTS AGREEMENT
AMENDMENT, dated as of March 4, 1999 (this "Amendment"), to
the Rights Agreement, dated as of September 18, 1996 (the "Rights
Agreement"), between ST. JOSEPH LIGHT & POWER COMPANY, a Missouri
corporation (the "Company"), and HARRIS TRUST AND SAVINGS BANK,
an Illinois banking association (the "Rights Agent").
W I T N E S S E T H :
WHEREAS, the Board of Directors of the Company has approved
the Agreement and Plan of Merger, dated as of March 4, 1999 (the
"Merger Agreement") between UtiliCorp United Inc., a Delaware
corporation ("UCU"), and the Company, which provides for the
merger (the "Merger") of the Company with and into UCU, with UCU
as the surviving corporation, upon the terms and subject to the
conditions set forth in the Merger Agreement;
WHEREAS, the Board of Directors of the Company deems it
advisable and in the best interests of the Company and of its
stockholders to effect the Merger in accordance with the terms of
the Merger Agreement;
WHEREAS, the execution by UCU of the Merger Agreement is
conditioned, among other things, upon the authorization and
execution of this Amendment by the Company;
WHEREAS, at the date of this Amendment, the Distribution
Date has not occurred and there is no Acquiring Person; and
WHEREAS, in compliance with Section 27 of the Rights
Agreement, the Company and the Rights Agent are willing to amend
the Rights Agreement as hereinafter set forth and the Company and
the Rights Agent have each executed and delivered this Amendment
immediately prior to the execution and delivery of the Merger
Agreement.
NOW, THEREFORE, in consideration of the Rights Agreement and
the premises and mutual agreements herein set forth, the parties
hereby agree as follows:
1. There is hereby added to the Rights Agreement new
Sections 1(aa) through 1(cc) as follows:
(aa) "UCU" shall mean UtiliCorp United Inc., a
Delaware corporation.
(bb) "Merger Agreement" shall mean the Agreement and
Plan of Merger, dated as of March 4, 1999 between UCU and
the Company, as the same may be amended or supplemented in
accordance with the terms thereof.
(cc) "Merger" shall mean the merger of the Company
with and into UCU upon the terms and subject to the conditions
set forth in the Merger Agreement.
2. Section 1(a) of the Rights Agreement is hereby
amended by adding the following sentence at the end thereof:
"Notwithstanding anything in this definition to the
contrary, none of UCU, any of its Affiliates or Associates
or any of its permitted assignees or transferees shall
become or be deemed to be an "Acquiring Person" as a result
of (i) UCU's execution and delivery of the Merger Agreement
or the public announcement of such execution and delivery;
or (ii) the consummation of (x) the Merger or (y) the other
transactions contemplated by the Merger Agreement, each in
accordance with the terms of the Merger Agreement."
3. Section 3(a) of the Rights Agreement is hereby
amended by adding the following sentence immediately following
the first sentence thereof:
"Notwithstanding anything in this Section 3(a) to the
contrary, a Distribution Date shall not occur as a result of
(i) the execution and delivery of the Merger Agreement by
the parties thereto or the public announcement of such
execution and delivery; or (ii) the consummation of (x) the
Merger or (y) the other transactions contemplated by the
Merger Agreement, each in accordance with the terms of the
Merger Agreement."
4. Section 7(a) of the Rights Agreement is hereby
restated to read as follows:
"(a) Subject to Section 7(e) hereof, the registered
holder of any Rights Certificate may exercise the Rights
evidenced thereby (except as otherwise provided herein
including, without limitation, the restrictions on
exercisability set forth in Section 9(c), Section 11(a)(iii)
and Section 23(a) hereof) in whole or in part at any time
after the Distribution Date upon surrender of the Rights
Certificate, with the form of election to purchase and the
certificate on the reverse side thereof duly executed, to
the Rights Agent at the principal office or offices of the
Rights Agent designated for such purpose, together with
payment of the aggregate Purchase Price with respect to the
total number of one-halves of a share of Common Stock (or
other securities, cash or other assets, as the case may be)
as to which such surrendered Rights are then exercisable, at
or prior to the earliest of (i) the earlier of the Close of
Business on the date on which the Effective Time (as defined
in the Merger Agreement) occurs or the Close of Business on
December 4, 2006 (the "Final Expiration Date"), (ii) the
time at which the Rights are redeemed as provided in Section
23 hereof or (iii) the time at which such Rights are
exchanged pursuant to Section 24 hereof (the earliest of
(i), (ii), and (iii) being herein referred to as the
Expiration Date").
5. There is hereby added to the Rights Agreement new
Section 36 as follows:
Section 36. Termination of Rights Agreement; Expiration of
Rights. Notwithstanding anything to the contrary contained
herein, this Agreement shall terminate at the Close of Business
on the Final Expiration Date and the Rights shall expire on the
Final Expiration Date.
6. The Form of Rights Certificate attached to the Rights
Agreement as Exhibit A is
hereby amended by:
(a) replacing the date "DECEMBER 4, 2006" in the
first line of the legend appearing at the top of such certificate
with the phrase "THE EARLIER OF THE CLOSE OF BUSINESS ON THE DATE
ON WHICH THE MERGER CONTEMPLATED BY THE AGREEMENT AND PLAN OF
MERGER, DATED AS OF MARCH 4, 1999, BETWEEN UTILICORP UNITED INC.
AND THE COMPANY IS CONSUMMATED OR THE CLOSE OF BUSINESS ON
DECEMBER 4, 2006"; and
(b) replacing the date "December 4, 2006" in the tenth
line of the first paragraph thereof with the phrase "the earlier
of the date on which the merger contemplated by the Agreement and
Plan of Merger, dated as of March 4, 1999, between UtiliCorp
United Inc. and the Company is consummated or on December 4,
2006".
7. The Summary of Rights to Purchase Common Stock attached
to the Rights Agreement as Exhibit B is hereby amended by
replacing the date "December 4, 2006" in the second line of the
fifth paragraph thereof with the phrase "the earlier of the date
on which the merger contemplated by the Agreement and Plan of
Merger, dated as of March 4, 1999, between UtiliCorp United Inc.
and the Company is consummated or on December 4, 2006".
8. This Amendment shall be deemed to be a contract made
under the laws of the State of Missouri and for all purposes
shall be governed by and construed with in accordance with the
laws of such State applicable to contracts to be made and
performed entirely within such State.
9. This Amendment may be executed in any number of
counterparts and each of such counterparts shall for all purposes
be deemed to be an original, but all such counterparts shall
together constitute one and the same instrument.
10. Any capitalized term used herein without definition
shall have the meaning specified in the Rights Agreement.
11. Except as otherwise expressly set forth herein, this
Amendment shall not by implication or otherwise alter, modify,
amend or in any other manner affect any of the terms,
conditions, obligations, covenants or agreements contained in the
Rights Agreement, all of which are hereby ratified and confirmed
in all respects and shall continue in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed and attested, all as of the day and year
first above written.
ST. JOSEPH LIGHT & POWER COMPANY
By: /s/ Terry F. Steinbecker
Name: Terry F. Steinbecker
Title: President & CEO
Attest:
By: /s/ Gary L. Myers
Name: Gary L. Myers
Title: Vice President & Secretary
HARRIS TRUST AND SAVINGS BANK
By: /s/ Donald W. Koslow
Name: Donald W. Koslow
Title: Vice President
Attest:
By: /s/ K.W. Penn
Name: K.W. Penn
Title: Assistant Secretary
MEDIA CONTACTS:
UTILICORP UNITED ST. JOSEPH LIGHT & POWER COMPANY
Jerry Cosley - 816-467-3677 Jerry Musil - 816-387-6236
(office) (office)
816-467-3000 816-262-0374
(media relations) (cellular)
INVESTOR CONTACTS:
UTILICORP UNITED ST. JOSEPH LIGHT & POWER COMPANY
Dale Wolf - 816-467-3536 Larry Stoll - 816-387-6202
Ellen Fairchild - 816-467-3506 Gary Myers - 816-387-6205
UTILICORP UNITED AND ST. JOSEPH LIGHT & POWER IN MISSOURI MERGER
AGREEMENT
Kansas City, Missouri, March 5, 1999 -- UtiliCorp United
(NYSE:UCU) and St. Joseph Light & Power Company (NYSE:SAJ) today
announced that the two companies have signed a definitive
agreement to merge in a transaction that valued Light & Power's
equity at approximately $191 million.
Under the terms of the agreement, Light & Power shareholders
will receive a fixed value of $23 per share for their Light &
Power common stock that will be converted into shares of
UtiliCorp common when the merger is completed. This represents a
premium of about 36 percent, based on Light & Power's closing
price of $16.88 on March 4.
Based in Kansas City, Missouri, UtiliCorp United is an
international energy company with customers and operations across
the U.S. and overseas. St. Joseph Light & Power is an electric
and gas utility headquartered in St. Joseph, Missouri,
approximately 50 miles north of Kansas City.
The agreement has been approved by the boards of directors
of both companies, and is subject to approvals by Light & Power
shareholders, and by state and federal regulatory agencies.
UtiliCorp shareholder approval is not required.
Officials of both companies said they expected the merger to
be completed sometime in 2000, and upon closing Light & Power
would continue operations as a unit of UtiliCorp.
The agreement joins two of Missouri's most experienced
utilities. St. Joseph Light & Power has been serving the energy
needs of northwest Missouri since 1883, while UtiliCorp United's
predecessor company, Missouri Public Service, has served west
central Missouri since 1917.
Richard C. Green Jr., UtiliCorp chairman and chief executive
officer, termed the merger "a good fit."
"This agreement brings together two companies with
compatible views about the importance of customers, the value of
employees and the future direction of the industry. The merger
strengthens our competitive position in our home state and in the
Midwest.
"As we pursue our growth strategies, UtiliCorp seeks to
achieve a balance between investments in regulated and
unregulated energy activities, and between domestic and
international operations. This transaction contributes to that
goal and will benefit UtiliCorp's customers and shareholders,"
Green said.
Terry F. Steinbecker, Light & Power president and chief
executive officer said, "As deregulation of our industry
continued to unfold, our management and board of directors, in
conjunction with outside advisors, re-evaluated our strategies to
provide shareholder value and reliable service at competitive
prices to our customers. As a result, we proceeded to seek a
merger with an industry leader with the financial strength, the
size and the commitment to growth to better achieve those
objectives.
"Not only is UtiliCorp a neighbor, serving communities east
and south of Light & Power's service area, but it is a consistent
industry leader in both energy marketing and distribution as well
as a strong advocate for consumer choice.
"We see this as an excellent opportunity to enhance our
shareowners' investment as well as provide a reliable energy
supply for our customers in a competitive market in the future,"
Steinbecker said.
Light & Power has achieved distinction as a low-cost
provider of quality, reliable energy services in its 3,300-square
mile service area in northwest Missouri. Its rates are among the
lowest in the state.
"Our employees will have access to career opportunities
created by being a part of a larger, growing company, while
community organizations also could benefit. UtiliCorp, like Light
& Power, has a history of community and civic involvement.
UtiliCorp has agreed to establish an advisory board of existing
Light & Power directors to consult with that company on community
matters," Steinbecker said.
As of March 1, UtiliCorp had about 60.9 million shares of
common stock outstanding with an indicated annual dividend of
$1.80 per share. Light & Power has about 8.2 million shares of
common stock outstanding. Its indicated annual dividend is $1.00
per share.
UtiliCorp has 5,500 employees and in 1998 reported record
earnings available for commons shares of $132.2 million on record
sales of $12.6 billion. Light & Power has 350 employees and in
1998 posted earnings of $10.6 million on record revenues of
$124.4 million.
Light & Power serves 66,000 electric and gas customers in
all or part of 10 counties in Northwest Missouri. The company
maintains facilities in St. Joseph, Maryville and Mound City,
Missouri.
UtiliCorp serves more than three million customers in eight
states and in Canada, Australia, New Zealand and the United
Kingdom. Its Missouri Public Service unit serves nearly 250,000
electric and gas customers in western Missouri mostly east of
Kansas City.
Morgan Stanley Dean Witter acted as financial advisor to St.
Joseph Light & Power Company in connection with this transaction.
###
"Safe Harbor" Statement under the Private Securities
Litigation Reform Act of 1995: Statements in this press
release regarding UtiliCorp United Inc.'s and St. Joseph
Power & Light Company's businesses which are not historical
facts are "forward-looking statements" that involve risks
and uncertainties. For a discussion of such risks and
uncertainties, which could cause actual results to differ
from those contained in the forward-looking statements, see
"Risk Factors" in the Company's Annual Report or Form 10-K
for the most recently ended fiscal year.
