UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 16, 2008
THE EMPIRE DISTRICT ELECTRIC COMPANY
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
| 1-3368 | | 44-0236370 |
| (Commission File Number) | | (IRS Employer Identification Number) |
| | | |
| | | |
| 602 Joplin Avenue, Joplin, Missouri | | 64801 |
| (Address of principal executive offices) | | (Zip Code) |
| Registrant’s telephone number, including area code: | (417) 625-5100 |
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
SECTION 1 - - REGISTRANT’S BUSINESS AND OPERATIONS
Item 1.01. Entry Into a Material Definitive Agreement.
On May 16, 2008, The Empire District Electric Company (the “Company”) issued $90 million aggregate principal amount of First Mortgage Bonds, 6.375% Series due 2018 (the “Bonds”).
The Bonds were offered and sold pursuant to the shelf registration statement on Form S-3 (File Nos. 333-129069 under the Securities Act) filed with the U.S. Securities and Exchange Commission (the “Commission”), which became effective on November 1, 2005, and a prospectus supplement dated as of May 13, 2008. The Bonds were sold pursuant to a Purchase Agreement dated as of May 13, 2008 between UBS Securities LLC and the Company.
The terms of the Bonds are set forth in the Thirty-Third Supplemental Indenture of Mortgage and Deed of Trust dated as of May 16, 2008, by and among the Company and The Bank of New York Trust Company, N.A., as principal trustee and UMB Bank & Trust, N.A., as Missouri trustee.
The proceeds of the Bonds will be used to pay down short-term indebtedness, with the remaining proceeds to be used for general corporate purposes.
Attached as Exhibit 4.1 to this current report, and incorporated herein by reference, is the Thirty-Third Supplemental Indenture of Mortgage and Deed of Trust dated as of May 16, 2008.
SECTION 2 – FINANCIAL INFORMATION
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 is incorporated herein by reference.
SECTION 8 – OTHER EVENTS
Item 8.01. Other Events.
On May 16, 2008, Spencer, Scott & Dwyer, P.C., counsel to the Company, issued an opinion and consent (attached hereto as Exhibit 5.1 and 23.1, respectively, and incorporated herein by reference) as to the validity of the Bonds.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 4.1 | Thirty-Third Supplemental Indenture, dated as of May 16, 2008, to the Indenture of Mortgage and Deed of Trust dated as of September 1, 1944, as amended and supplemented, among the Company, The Bank of New York Trust Company, N.A. and UMB Bank & Trust, N.A. |
| 5.1 | Opinion of Spencer, Scott & Dwyer, P.C., regarding the legality of the Bonds. This exhibit is filed herewith pursuant to Item 601 of Regulation S-K under the Securities Act of 1933 in lieu of filing as an exhibit to the Company’s registration statement on Form S-3 (File No. 333-129069), and, as this current report on Form 8-K is incorporated by reference in such registration statement, is set forth in full in such registration statement. |
| 23.1 | Consent of Spencer, Scott & Dwyer, P.C. (included in Exhibit 5.1 above). |
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.
| THE EMPIRE DISTRICT ELECTRIC COMPANY |
By: /s/ Gregory A. Knapp Name: Gregory A. Knapp Title: Vice President - Finance & Chief Financial Officer |
Dated: May 16, 2008
EXHIBIT INDEX
| | |
| 4.1 | | Thirty-Third Supplemental Indenture, dated as of May 16, 2008, to the Indenture of Mortgage and Deed of Trust dated as of September 1, 1944, as amended and supplemented, among the Company, The Bank of New York Trust Company, N.A. and UMB Bank & Trust, N.A. |
| | | |
| 5.1 | | Opinion of Spencer, Scott & Dwyer, P.C., regarding the legality of the Bonds. This exhibit is filed herewith pursuant to Item 601 of Regulation S-K under the Securities Act of 1933 in lieu of filing as an exhibit to the Company’s registration statement on Form S-3 (File No. 333-129069), and, as this current report on Form 8-K is incorporated by reference in such registration statement, is set forth in full in such registration statement. |
| 23.1 | | Consent of Spencer, Scott & Dwyer, P.C. (included in Exhibit 5.1 above). |
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