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 September 13, 1995 (September 6, 1995)
(Date of earliest event reported)
UTILICORP UNITED INC.
(Exact name of registrant as specified in charter)
DELAWARE 1-3562 44-0541877
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) No.)
3000 COMMERCE TOWER, 911 MAIN, KANSAS CITY, MISSOURI 64105
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code (816) 421-6600
(Former name of former address, if changed since last report) NOT APPLICABLE
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On September 6, 1995, Power Partnership Limited, of which the company owns
49.9 percent, acquired United Energy Limited, an Australian electric
distribution utility, from the State of Victoria. United Energy had
assets of approximately $734 million at June 30, 1995 and revenues of
approximately $510 million for the year ended June 30, 1995. United
Energy's service territory includes part of metropolitan Melbourne,
Victoria and has approximately 520,000 customers. The company paid
approximately $239 million in cash for its 49.9 percent ownership interest.
The company's cash contribution was primarily financed through a group of
Australian-based banks payable in Australian dollars. This transaction
is structured through a series of wholly-owned U.S. and Australian
companies.
The company will manage the operations of United Energy Limited on behalf
of the Power Partnership Limited and will receive a management fee that
consists of a base amount ($1 million Australian, indexed to the consumer
price index) and variable amount based on financial performance of United
Energy Limited. The management agreement extends 10 years from date of
closing.
The company will account for its investment in United Energy Limited on the
equity method in its consolidated financial statements.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) As of the date of this Current Report on Form 8-K, it is impracticable for
the Registrant to provide the financial statements required by this
Item 7 (a). In accordance with 7(a) (4) of Form 8-K, such financial
statements shall be filed by amendment to this Form 8-K no later than 60
days after September 21, 1995.
(b) Pro Forma Financial Information.
As of the date of this Current Report on Form 8-K, it is impracticable for
the Registrant to provide the financial statements required by this Item 7
(b). In accordance with 7(b) (4) of Form 8-K, such financial statements
shall be filed by amendment to this Form 8-K no later than 60 days after
September 21, 1995.
(c) Exhibits.
The Exhibits to this Report are listed below.
2.1 Asset Purchase Agreement between Power Partnership PTY LTD and United
Energy Limited.
2.2 Asset Sale Agreement between United Energy Limited and Power
Partnership PTY LTD.
2.3 Share Sales Agreement between the State of Victoria, Power Partnership
PTY LTD and the Covenantors.
Long-term debt incurred in connection with Item 2 above does not exceed 10
percent of the total assets of the company and its subsidiaries on a
consolidated basis, However, such documents will be furnished to the
commission upon request.
SIGNATURES
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.
UTILICORP UNITED INC.
---------------------
(Registrant)
September 13, 1995 /s/ Dale J. Wolf
---------------------- ----------------------------------
Date Dale J. Wolf
Vice President and Corporate Secretary
(Principal Finance Officer)