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 22, 1996 (May 20, 1996)
UTILICORP UNITED INC.
(Exact name of registrant as specified in charter)
Delaware 1-3562 44-0541877
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
3000 Commerce Tower, 911 Main, Kansas City, Missouri 64105
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (816) 421-6600
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(Former name of former address, if changed since last report.) Not Applicable
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ITEM 5. OTHER EVENTS
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER
Kansas City Power and Light Company (KCPL) and UtiliCorp United Inc.
(UtiliCorp) have entered into an Amended and Restated Agreement and Plan of
Merger, dated as of May 20, 1996 (the Merger Agreement) which provides for a
strategic "merger-of-equals" (the Transaction). Under the revised terms of the
Merger Agreement, a wholly-owned subsidiary of KCPL would merge with and into
UtiliCorp. UtiliCorp then would merge with and into KCPL forming the combined
company. Shareholders of UtiliCorp would receive one share of KCPL common stock
for each share of UtiliCorp common stock. KCPL shareholders would continue to
hold their existing KCPL shares.
The Transaction requires an affirmative vote representing over 50% of
UtiliCorp's common stock. The Transaction also requires a majority of voting
KCPL shareholders to approve the issuance of additional common stock. Each
company is expected to hold a special shareholders' meeting within 90 days to
obtain the respective shareholders' approval.
The Merger Agreement and Transaction was unanimously approved by the Boards
of Directors of both companies. The terms of the Merger Agreement are
substantially the same as the previous merger agreement between the companies
and is subject to the same regulatory approval process.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBIT
NUMBER
99. Press Release, dated May 20, 1996, of UtiliCorp United Inc.
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, thereunto duly authorized.
UtiliCorp United Inc.
By:/s/ Terry G. Westbrook
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Terry G. Westbrook
Chief Financial Officer
Date: May 22, 1996
By:/s/ James S. Brook
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James S. Brook
Vice President
Date: May 22, 1996