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 14, 1999 (May 10, 1999)
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UTILICORP UNITED INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 1-3562 44-0541877
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
20 West 9th Street, 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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Not applicable
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(Former name or former address, if changed since last report)
Item 5: OTHER EVENTS.
UtiliCorp United Inc., a Delaware corporation ("UtiliCorp"), and The
Empire District Electric Company, a Kansas corporation ("Empire"), have entered
into an Agreement and Plan of Merger, dated as of May 10, 1999 (the "Merger
Agreement"), which provides for a merger of Empire with and into UtiliCorp, with
UtiliCorp being the surviving corporation (the "Merger"). Under the terms of the
Merger Agreement, UtiliCorp is offering $29.50 for each share of Common Stock of
Empire, payable in UtiliCorp common stock or cash. UtiliCorp also will assume
approximately $260 million of existing debt of Empire, including its first
mortgage bonds. The Merger Agreement contains a collar provision under which the
value of the merger consideration per share will decrease if UtiliCorp's common
stock is below $22 per share preceding the closing and will increase if
UtiliCorp's common stock is above $26 per share preceding the closing.
Stockholders of Empire may elect to take cash or stock, but total cash paid to
stockholders will be limited to no more than 50% of the total Merger
consideration, and the UtiliCorp common stock that may be issued in the Merger
is limited to 19.9% of the then outstanding common stock of UtiliCorp.
The Merger, which was unanimously approved by the Boards of Directors
of the constituent companies, is expected to close after all of the conditions
to the consummation of the Merger are met or waived. The Merger is conditioned,
among other things, upon approval of stockholders of Empire, approvals of
federal regulatory agencies and approvals of certain state regulatory
authorities in states where the combined company will operate. Other conditions
in the Merger Agreement require Empire to redeem all of its outstanding
preferred stock (approximately $33 million) according to its terms prior to the
closing and to obtain the consent of holders of its outstanding first mortgage
bonds to a modification of a dividend limitation provision relating to successor
corporations which is contained in Empire's Indenture of Mortgage and Deed of
Trust, dated as of September 1, 1944, as amended and supplemented, pursuant to
which its first mortgage bonds are issued.
The Merger Agreement and the press release issued in connection
therewith are filed as exhibits to this report and are incorporated herein by
reference. The description of the Merger Agreement set forth herein does not
purport to be complete and are qualified in its entirety by the provisions of
the Merger Agreement.
Item 7: FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS. The following exhibits are filed herewith:
(2)(a) Agreement and Plan of Merger, dated as of May 10, 1999, by and
between UtiliCorp United Inc. and The Empire District Electric
Company.
(99)(a) Form of Joint Press Release of UtiliCorp United Inc. and The
Empire District Electric Company dated May 11, 1999.
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.
Date: May 14, 1999
UTILICORP UNITED INC.
By: /s/ Dale J. Wolf
Name: Dale J. Wolf
Title: Vice President, Finance,
Treasurer and Corporate Secretary
EXHIBIT INDEX
Exhibit Number Description
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(2)(a) Agreement and Plan of Merger, dated as of May 10, 1999, by and
between UtiliCorp United Inc. and The Empire District Electric
Company.
(99)(a) Form of Joint Press Release of UtiliCorp United Inc. and The
Empire District Electric Company dated May 11, 1999.