SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
Amendment No. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
St. Joseph Light & Power Company
(Exact name of registrant as specified in its charter)
Missouri 44-0419850
(State of incorporation (I.R.S. Employer Identification No.)
or organization)
520 Francis Street, P.O. Box 998 St. Joseph, Missouri 64502-0998
(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General
Instruction A(c)(1) please check the following box. / /
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the
effectiveness of a concurrent registration statement under the
Securities Act of 1933 pursuant to General Instruction A(c)(2)
please check the following box. / /
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be Name of each exchange on which
so registered each class is to be registered
- ---------------------------- ------------------------------
Common Stock Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
St. Joseph Light & Power Company (the "Company") hereby
amends the following items of its Registration Statement on Form
8-A dated and filed with the Securities Exchange Commission (the
"SEC") on November 20, 1996.
Item 1. Description of the Company's Securities to be
Registered.
On March 4, 1999, the Company and Harris Trust and
Savings Bank, as Rights Agent (the "Rights Agent"), amended the
Rights Agreement, dated as of September 19, 1996, between the
Company and the Rights Agent.
The description under section "Item 1. Description of
Registrant's Securities to be Registered." in the Company's
Registration Statement on Form 8-A dated, and filed with the SEC
on, November 20, 1996, is amended by deleting such description in
its entirety and substituting therefor the following:
On September 18, 1996, the Board of Directors (the
"Board") of St. Joseph Light & Power Company, a Missouri
corporation (the "Company"), declared, subject to the receipt by
the Company of the approval of the Public Service Commission of
the State of Missouri, which approval has since been received, a
dividend of one common stock purchase right (a "Right") for each
outstanding share of common stock, without par value (the "Common
Stock"), of the Company. The dividend was payable on December 4,
1996 (the "Record Date") to the holders of record of the Common
Stock at the close of business on such date. Each Right entitles
the registered holder (except as described below) to purchase
from the Company one-half of a share of Common stock at a price
(the "Purchase Price") of $35 per one-half of a share, subject to
adjustment. The terms of the Rights are set forth in the Rights
Agreement, dated as of September 18, 1996, as amended by the
Amendment to the Rights Agreement, dated as of March 4, 1999
(collectively, the "Rights Agreement"), between the Company and
Harris Trust and Savings Bank, as Rights Agent (the "Rights
Agent"). Capitalized terms not defined herein have the respective
meanings specified in the Rights Agreement.
Initially, the Rights will be attached to all Common
Stock certificates representing shares then outstanding, and no
separate Rights certificates will be distributed. The Rights will
separate from the Common Stock and the Distribution Date will
occur upon the earlier of (i) 10 days following a public
announcement that a person or group of affiliated or associated
persons has acquired, or obtained the right to acquire,
beneficial ownership of 15%or more of the outstanding shares of
Common Stock (the "Stock Acquisition Date"), or (ii) 10 business
days following the commencement of a tender offer or exchange
offer, which, if consummated, would result in a person or group
beneficially owning 15% or more of such outstanding shares of
Common Stock.
Until the Distribution Date, (i) the Rights will be
evidenced by the Common Stock certificates and will be
transferred with and only with such Common Stock certificates,
(ii) new Common Stock certificates issued after December 4, 1996
will contain a notation incorporating the Rights Agreement by
reference and (iii) the surrender for transfer of any
certificates for Common Stock outstanding will also constitute
the transfer of the Rights associated with the Common Stock
represented by such certificate.
Pursuant to the Rights Agreement, the Company reserves
the right to require prior to the occurrence of a Triggering
Event (as defined below) that, upon any exercise of Rights, a
number of Rights be exercised so that only whole shares of Common
Stock will be issued.
As soon as practicable after the Distribution Date,
Rights certificates will be mailed to holders of record of the
Common Stock as of the close of business on the Distribution Date
and, thereafter, the separate Rights certificates alone will
represent the Rights. Except as otherwise provided in the Rights
Agreement, only shares of Common Stock issued prior to the
Distribution Date will be issued with Rights.
In the event that, at any time following the
Distribution Date, a person or group becomes the beneficial owner
of 15% or more of the then outstanding shares of Common Stock (an
"Acquiring Person"), each holder of a Right will thereafter have
the right to receive, upon exercise, Common Stock having a value
equal to two times the exercise price of the Right. If an
insufficient number of shares of Common Stock is authorized for
issuance, then the Board would be required to substitute cash,
property or other securities of the Company for the Common Stock.
Notwithstanding any of the foregoing, following the occurrence of
the event set forth in this paragraph, all rights that are, or
(under certain circumstances specified in the Rights Agreement)
were, beneficially owned by any Acquiring Person will be null and
void. However, Rights are not exercisable following the
occurrence of the event set forth in this paragraph until such
time as the Rights are no longer redeemable by the Company as set
forth below.
For example, at an exercise price of $35 per Right,
each Right not owned by an Acquiring Person (or by certain
related parties) following an event set forth in the preceding
paragraph would entitle its holder to purchase $70 worth of
Common Stock (or other consideration, as noted above) for $35.
Assuming that the Common Stock had a per share value of $17.50 at
such time, the holder of each valid Right would be entitled to
purchase eight one-half shares (or four whole shares) of Common
Stock for $35.
In the event that, at any time following the Stock
Acquisition Date, (i) the Company is acquired in a merger or
other business combination transaction in which the Company is
not the surviving corporation, or (ii) 50% or more of the
company's assets or earning power is sold or transferred, each
holder of a Right (except Rights which previously have been
voided as set forth above) shall thereafter have the right to
receive, upon exercise, common stock of the acquiring company
having a value equal to two times the exercise price of the
Right. The events set forth in this paragraph and in the second
preceding paragraph are referred to as the "Triggering Events."
Notwithstanding any of the foregoing terms, none of
UtiliCorp United Inc., a Delaware corporation ("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"
and a "Distribution Date" shall not occur as a result of (i) the
execution and delivery of the Merger Agreement, dated as of March
4, 1999, between UCU and the Company, as the same may be amended
in accordance with the terms thereof (the "Merger Agreement");
(ii) the public announcement of such execution and delivery;
(iii) the consummation of (x) the merger of the Company with and
into UCU (the "Merger") or (y) the other transactions
contemplated by the Merger Agreement, each in accordance with the
terms of and subject to the conditions set forth in the Merger
Agreement.
The purchase price payable, and the number of one-
halves of shares of Common Stock or other securities or property
issuable, upon exercise of the Rights are subject to adjustment
from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification
of, the Common Stock, (ii) if holders of the Common Stock are
granted certain rights or warrants to subscribe for Common Stock
or convertible securities at less than the current market price
of the Common Stock, or (iii) upon the distribution to holders of
the Common Stock of evidences of indebtedness or assets
(excluding regular quarterly cash dividends) or of subscription
rights or warrants (other than those referred to above).
With certain exceptions, no adjustment in the Purchase
Price will be required until cumulative adjustments amount to at
least 1% of the Purchase Price. No fractional shares of Common
Stock will be issued and, in lieu thereof, an adjustment in cash
will be made based on the market price of the Common Stock on the
last trading date prior to the date of exercise.
At any time after any person or group becomes an
Acquiring Person and prior to the acquisition by such person or
group of 50% or more of the outstanding shares of Common stock,
the Board may exchange the Rights (other than Rights owned by
such person or group which will have become void), in whole or in
part, at an exchange ratio of one share of Common Stock per Right
(subject to adjustment).
The Rights are not exercisable until the Distribution
Date and will expire at the earlier of (i) the close of business
on the date of consummation of the Merger or (ii) the close of
business on December 4, 2006, unless earlier redeemed by the
Company as described below.
In general, the Company may redeem the Rights in whole,
but not in part, at a price of $.01 per Right (payable in cash,
Common Stock or other consideration deemed appropriate by the
Board) at any time until ten days following the Stock Acquisition
Date. Immediately upon the action of the Board authorizing any
redemption, the Rights will terminate and the only right of the
holders of Rights will be to receive the redemption price.
Until a Right is exercised, the holder thereof, as
such, will have no rights as a stockholder of the Company,
including, without limitation, the right to vote or to receive
dividends. While the distribution of the Rights will not result
in the recognition of taxable income by stockholders or the
Company, stockholders may, depending upon the circumstances,
recognize taxable income in the event that the Rights become
exercisable for Common Stock (or other consideration) of the
Company or for Common Stock of the acquiring company as set forth
above.
The terms of the Rights may be amended by the Board
without the consent of the holders of the Rights, including an
amendment to lower certain thresholds described above to not less
than the greater of (i) the sum of .001% and the largest
percentage of the outstanding shares of Common Stock then known
to the Company to be beneficially owned by any person or group of
affiliated or associated persons and (ii) 10%, except that from
and after such time as any person or group of affiliated or
associated persons becomes an Acquiring Person no such amendment
may adversely affect the interests of the holders of the Rights.
A copy of the Rights Agreement is available free of
charge from the Company. The foregoing summary description of the
Rights does not purport to be complete and is qualified in its
entirety by reference to the Rights Agreement, which is hereby
incorporated herein by reference. Item
2. Exhibits.
4.1. Rights Agreement, dated as of September 18, 1996,
between St. Joseph Light & Power Company and
Harris Trust and Savings Bank, as Rights Agent is
incorporated by reference from Exhibit 4 to the
Company's Report on Form 8-K, dated as of October
1, 1996.
4.2 Amendment to the Rights Agreement, dated as of
March 4, 1999, between St. Joseph Light & Power
Company and Harris Trust and Savings Bank, as
Rights Agent is incorporated by reference from
Exhibit 4.1 to the Company's Report on Form 8-K,
dated as of March 8, 1999.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, St. Joseph has duly caused this amendment
to the registration statement to be signed on its behalf by the
undersigned hereunto duly authorized.
ST. JOSEPH LIGHT & POWER COMPANY
By: /s/ Gary L. Myers
Gary L. Myers
Vice President, General Counsel
and Secretary
Dated: March 15, 1999
