-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, BHny/MLSfoa4TblvqNhKlrXH9E+KfZ57WQq8bfHjB7m4psrCW53AP2SHnES5kys1 kzruaQo+iO8XPBcvF9oEuQ== 0000032689-95-000009.txt : 19950516 0000032689-95-000009.hdr.sgml : 19950516 ACCESSION NUMBER: 0000032689-95-000009 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19950331 FILED AS OF DATE: 19950515 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: EMPIRE DISTRICT ELECTRIC CO CENTRAL INDEX KEY: 0000032689 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 440236370 STATE OF INCORPORATION: KS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-03368 FILM NUMBER: 95539208 BUSINESS ADDRESS: STREET 1: 602 JOPLIN ST CITY: JOPLIN STATE: MO ZIP: 64801 BUSINESS PHONE: 4176255100 MAIL ADDRESS: STREET 1: P.O. BOX 127 CITY: JOPLIN STATE: MO ZIP: 64802 10-Q 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 X For the quarterly period ended March 31, 1995 or Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from ______________ to ____________. Commission file number: 1-3368 THE EMPIRE DISTRICT ELECTRIC COMPANY (Exact name of registrant as specified in its charter) Kansas 44-0236370 (State of Incorporation) (I.R.S. Employer Identification No.) 602 Joplin Street, Joplin, Missouri 64801 (Address of principal executive offices) (zip code) Registrant's telephone number: (417) 625-5100 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No ___ Common stock outstanding as of April 27, 1995: 14,933,857 shares. THE EMPIRE DISTRICT ELECTRIC COMPANY INDEX Page Number Part I - Financial Information: Item 1. Financial Statements: a. Statement of Income 3 b. Balance Sheet 5 c. Statement of Cash Flows 6 d. Notes to Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 Part II - Other Information: Item 1. Legal Proceedings - (none) Item 2. Changes in Securities - (none) Item 3. Defaults Upon Senior Securities - (none) Item 4. Submission of Matters to a Vote of Security Holders 11 Item 5. Other Information 12 Item 6. Exhibits and Reports on Form 8-K 12 Signatures 13 PART I. FINANCIAL INFORMATION Item 1. Financial Statements STATEMENT OF INCOME (UNAUDITED)
Three Months Ended March 31, 1995 1994 Operating revenues: Electric $42,161,522 $41,464,034 Water 234,109 208,732 42,395,631 41,672,766 Operating revenue deductions: Operating expenses: Fuel 7,391,065 7,266,739 Purchased power 7,898,548 8,586,366 Other 7,622,122 7,323,494 Total operating expenses 22,911,735 23,176,599 Maintenance and repairs 2,818,510 2,211,488 Depreciation and amortization 4,672,709 4,535,713 Provision for income taxes 2,016,755 2,197,700 Other taxes 2,528,617 2,558,414 34,948,326 34,679,914 Operating income 7,447,305 6,992,852 Other income and deductions: Allowance for equity funds used during construction 403,445 122,488 Interest income 29,145 10,855 Other - net 50,460 (101,536) 483,050 31,807 Income before interest charges 7,930,355 7,024,659 Interest charges: First mortgage bonds 3,592,716 3,175,383 Commercial paper 272,056 155,160 Allowance for borrowed funds used during construction (558,527) (99,843) Other 58,121 51,180 3,364,366 3,281,880 Net income 4,565,989 3,742,779 Preferred stock dividend requirements 604,085 96,272 Net income applicable to common stock $ 3,961,904 $ 3,646,507 Weighted average number of common shares outstanding 13,966,088 13,592,071 Earnings per weighted average share of common stock $ 0.28 $ 0.27 Dividends per share of common stock $ 0.32 $ 0.32 See accompanying Notes to Financial Statements.
STATEMENT OF INCOME (UNAUDITED)
Twelve Months Ended March 31, 1995 1994 Operating revenues: Electric $177,509,370 $169,876,891 Water 970,454 826,311 178,479,824 170,703,202 Operating revenue deductions: Operating expenses: Fuel 30,525,497 29,824,032 Purchased power 33,922,825 35,651,225 Other 31,000,713 30,648,949 Total operating expenses 95,449,035 96,124,206 Maintenance and repairs 11,391,151 10,360,316 Depreciation and amortization 18,476,176 17,676,396 Provision for income taxes 10,498,055 7,725,330 Other taxes 10,206,397 9,887,338 146,020,814 141,773,586 Operating income 32,459,010 28,929,616 Other income and deductions: Allowance for equity funds used during construction 1,011,316 122,488 Interest income 109,975 98,828 Other - net (68,582) (285,508) 1,052,709 (64,192) Income before interest charges 33,511,719 28,865,424 Interest charges: First mortgage bonds 13,373,976 13,001,914 Commercial paper 821,806 348,962 Allowance for borrowed funds used during construction (1,443,229) (299,105) Other 252,856 220,345 13,005,409 13,272,116 Net income 20,506,310 15,593,308 Preferred stock dividend requirements 2,070,841 385,090 Net income applicable to common stock $ 18,435,469 $ 15,208,218 Weighted average number of common shares outstanding 13,826,455 13,487,112 Earnings per weighted average share of common stock $ 1.33 $ 1.13 Dividends per share of common stock $ 1.28 $ 1.28 See accompanying Notes to Financial Statements.
BALANCE SHEET
March 31, 1995 December 31, (Unaudited) 1994 ASSETS Utility plant, at original cost: Electric plant in service $609,507,056 $606,519,616 Water plant in service 4,915,613 4,863,228 Construction work in progress 54,425,072 45,317,772 668,847,741 656,700,616 Accumulated depreciation 213,899,013 210,858,722 454,948,728 445,841,894 Current assets: Cash and cash equivalents 2,680,214 3,362,653 Accounts receivable - trade, net 10,094,255 10,653,580 Accrued unbilled revenues 3,420,452 5,041,575 Accounts receivable - other 2,818,804 2,878,122 Fuel, materials and supplies 13,561,030 12,970,376 Prepaid expenses 532,634 708,253 33,107,389 35,614,559 Deferred charges: Regulatory asset 26,415,305 23,657,498 Unamortized debt expenses 12,960,628 13,166,603 Other 2,235,777 1,932,798 41,611,710 38,756,899 Total Assets $529,667,827 $520,213,352 CAPITALIZATION AND LIABILITIES: Common stock, $1 par value, 14,024,339 and 13,941,531 shares issued and outstanding, respectively $14,024,339 $13,941,531 Capital in excess of par value 107,527,137 106,055,389 Retained earnings (Note 3) 53,279,765 53,783,342 Total common stockholders' equity 174,831,241 173,780,262 Preferred stock 32,901,800 32,901,800 Long-term debt 184,906,916 184,976,950 392,639,957 391,659,012 Current liabilities: Accounts payable and accrued liabilities 8,680,009 11,459,243 Commercial paper 18,500,000 16,000,000 Customer deposits 2,394,943 2,385,182 Interest accrued 5,434,014 3,413,850 Taxes accrued, including income taxes 5,615,747 1,557,744 40,624,713 34,816,019 Noncurrent liabilities and deferred credits: Regulatory liability 19,582,184 20,683,409 Deferred income taxes 60,303,527 56,229,391 Unamortized investment tax credits 10,635,680 10,741,000 Postretirement benefits other than pensions 4,104,178 4,083,626 Other 1,777,588 2,000,895 96,403,157 93,738,321 Total Capitalization and Liabilities $529,667,827 $520,213,352 See accompanying Notes to Financial Statements.
STATEMENT OF CASH FLOWS (UNAUDITED)
Three Months Ended March 31, 1995 1994 Operating activities: Net income $ 4,565,989 $ 3,742,779 Adjustments to reconcile net income to cash flows: Depreciation 4,955,443 4,755,408 Deferred income taxes - net 4,074,136 378,197 Investment tax credit - net (105,320) (132,080) Allowance for equity funds used during construction (403,445) 122,488 Issuance of common stock for 401(k) plans 176,400 170,113 Other - 508,823 Cash flows impacted by changes in: Receivables and accrued unbilled revenues 2,239,766 1,342,489 Fuel, materials and supplies (590,654) 126,095 Prepaid expenses and deferred charges (2,679,192) (710,277) Accounts payable and accrued liabilities (2,779,234) (3,401,192) Other liabilities and deferred credits 4,787,914 5,044,477 Net cash provided by operating activites 14,241,803 11,947,320 Investing activities: Construction expenditures (14,062,277) (14,831,804) Allowance for equity funds used during construction 403,445 (122,488) Net cash used in investing activities (13,658,832) (14,954,292) Financing activities: Proceeds from issuance of common stock 1,378,156 1,402,771 Dividends (5,069,566) (4,442,417) Repayment of long-term debt (74,000) - Net proceeds from short-term borrowings 2,500,000 6,200,000 Net cash provided (used in) financing activities (1,265,410) 3,160,354 Net (decrease) increase in cash and cash equivalents (682,439) 153,382 Cash and cash equivalents at beginning of period 3,362,653 2,802,957 Cash and cash equivalents at end of period $ 2,680,214 $ 2,956,339 See accompanying Notes to Financial Statements.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) Note 1 - Summary of Significant Accounting Policies The accompanying interim financial statements do not include all disclosures included in the annual financial statements and therefore should be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994. The information furnished reflects all adjustments, consisting only of normal recurring adjustments, which are in the opinion of the Company necessary to present fairly the results for the interim periods presented. Note 2 - Accounting Matters Effective January 1, 1996, the Company will be required to adopt Statement of Financial Accounting Standards (SFAS) No. 121 "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of." Adoption of this Statement is not expected to have a material effect on the financial position, results of operations or cash flows of the Company. Note 3 - Retained Earnings
First Quarter 1995 Balance at January 1, 1995 $53,783,342 Changes January 1 through March 31: Net Income 4,565,989 Quarterly cash dividends on common stock: - $0.32 per share (4,465,481) Quarterly cash dividends on preferred stock: 5% cumulative - $0.125 per share (48,773) 8-1/8% cumulative - $0.203125 per share (507,812) 4-3/4% cumulative - $0.11875 per share (47,500) Total changes January 1 through March 31 (503,577) Balance at March 31, 1995 $53,279,765
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations RESULTS OF OPERATIONS The following discussion analyzes significant changes in the results of operations for the three-month and twelve-month periods ended March 31, 1995, compared to the same periods ended March 31, 1994. Operating Revenues and Kilowatt-Hour Sales Of the Company's total electric operating revenues during the first quarter of 1995, approximately 45% were from residential customers, 28% from commercial customers, 17% from industrial customers, 4% from wholesale on-system customers and 2% from wholesale off-system customers. The following table presents the percentage changes from the prior year in kilowatt-hour ("Kwh") sales and revenue by customer class:
Kwh Sales Revenue Twelve Twelve First Months First Months Quarter Ended Quarter Ended Residential 0.3% 0.2% 6.4% 5.9% Commercial 4.4 6.4 (0.2) 6.0 Industrial 4.7 6.8 (2.5) 5.1 Wholesale On- System 4.1 1.6 (5.6) (1.6) Total System 2.7 3.7 2.1 5.3 Wholesale Off- System (24.1) (18.8) (27.1) (19.3) Total Sales 1.0 1.5 1.3 4.4
Residential Kwh sales increased slightly during the first quarter of 1995 compared to the first quarter of 1994. An increase of 3.8% in the average number of residential customers served offset the effect of mild winter temperatures experienced during the period. Residential revenue was up due mainly to the effect of electric rate increases and changes in the Company's rate design during 1994 in connection with the last Missouri electric rate case. This rate restructuring resulted, in part, in a greaterrate increase for the Company's residential customers than for its commercial and industrial customers. Commercial and industrial Kwh sales increased during the quarter reflecting continued growth in the average number of customers served. Retail sales continue to be positively impacted by expansion and increased economic activity throughout the Company's service territory. Revenues from Kwh sales to commercial and industrial customers decreased however, primarily due to the restructuring of the Company's rates discussed above. On-system wholesale Kwh sales were up during the first quarter, yet revenues from those sales declined due to operation of the fuel adjustment clause applicable to such FERC regulated sales. Revenues from Kwh sales to other electric systems (off- system) were down during the first quarter, primarily as a result of a reduction in low-margin, pass-through sales of hydro energy to other electric systems. For the twelve months ended March 31, 1995, total kilowatt-hour sales and revenues to the Company's own customers were up over the year earlier period, reflecting primarily the continued strong customer growth throughout the Company's service territory along with the effect of the electric rate increases discussed above. Revenues from kilowatt-hour sales to other electric systems were down during the period due primarily to decreased low-margin, pass-through sales of hydro energy. On March 17, 1995, the Company filed a request with the Missouri Public Service Commission for an increase in rates for its Missouri electric customers in the amount of $8,543,910, or 5.3%. Any increase which might be granted as a result of this filing is not expected to be effective until late 1995 or early 1996. The Company anticipates filing for rate relief in its other jurisdictions later in 1995 or early in 1996. Operating Revenue Deductions During the first quarter of 1995, total operating expenses decreased approximately $0.3 million (1.1%) compared to the first quarter of 1994. Purchased power costs were down approximately $0.7 million (8.0%) during the quarter, primarily due to improved availability of the Company's Asbury and jointly-owned Iatan Plant compared to the same period last year. During the first quarter of 1994, the Company ex perienced several forced outages at the Asbury Plant. In addition, scheduled spring maintenance (which began during the first quarter of 1994), did not begin until the second quarter of 1995. Total fuel costs were up approximately $0.1 million (1.7%) during the first quarter of 1995, primarily due to a 5.8% increase in fuel-generated Kwh's, as the Company relied less on purchased power and more on its own generation during the quarter. Fuel expense did not increase at the same rate as fuel-generated Kwh's due to significantly lower coal prices at the Iatan Plant and lower natural gas prices. Other operating expenses increased approximately $0.3 million (4.1%) during the period, due primarily to increased work performed on the Company's distribution system. Maintenance and repairs expense increased approximately $0.6 million (27.4%) , primarily due to increased transmission and distribution maintenance, along with increased maintenance at the Riverton Plant. The Company began its scheduled spring inspection and maintenance outage of Steam Unit #7 (38 megawatts ("Mw") of capacity), at the Riverton Plant on February 27, 1995. This outage was scheduled to be completed by April 13, 1995, however during the inspection indications of cracks in the turbine rotor shaft were found. In early May, indications of additional cracks in the shaft (which were not previously detected) were found during the repair process. The repair of the unit is expected to be completed by the end of May of this year. The total cost of repair is unknown; however, it is not anticipated to be material. Depreciation and amortization expense increased approximately $0.1 million (3.0%) during the quarter due to the additional plant and equipment placed in service. Total income taxes declined approximately $0.2 million (8.2%) during the first quarter due primarily to lower taxable income. During the twelve months ended March 31, 1995, total operating expenses were down approximately $0.7 million (0.7%) compared to the same period last year. Total purchased power costs were down approximately $1.7 million (4.8%), primarily due to a decrease in Kwh purchases of 9.1% resulting from greater availability of the Company's plants as discussed above. The effect of the decreased Kwh purchases was offset in part due to increased capacity purchases compared to the prior year. Total fuel costs were up approximately $0.7 million (2.4%) during the period, due primarily to a 9.3% increase in fuel-generated Kwh's. Fuel costs did not increase at the same rate as Kwh's generated, primarily because of a 32.7% increase in generation at the jointly-owned Iatan Plant, one of the Company's lowest-cost generation units The Iatan unit had been out of service for an extended period during the twelve months ended March 31, 1994, due to flooding and a generator winding failure. Other operating expenses during the twelve months ended March 31, 1995, increased only slightly compared to the same period last year. Maintenance and repair expenses increased approximately $1.0 million (9.9%) during the period, due to increased work performed on the Company's transmission and distribution systems, along with the increased maintenance at the Riverton Plant as discussed above, and the Energy Center. Total provision for income taxes increased due to higher taxable income. Other taxes were up approximately $0.3 million (3.2%) during the period reflecting increased property tax rates, higher levels of plant-in-service and increased franchise taxes relating to higher revenues. Nonoperating Items Total allowance for funds used during construction (AFUDC) increased substantially during both current year periods, reflecting a higher level of construction work in progress, particularly due to construction of the Company's new State Line Plant, along with higher rates for AFUDC determined in accordance with formulas prescribed by the FERC. Interest income increased during both the first quarter and twelve-months ending March 31, 1995, reflecting higher interest rates earned on investments. "Other-net" was positively affected during the periods due to the Company's share of the gain recognized from the sale of 248 rail cars by the joint-owners of the Iatan Plant. Interest charges on first mortgage bonds increased in both current year periods due to the issuance of $20 million of the Company's First Mortgage Bonds in November, 1994. Interest charges on commercial paper were up during the periods due to increased levels of short-term borrowing to finance the Company's construction program. Earnings For the first quarter of 1995, earnings per share of common stock were $0.28 compared to $0.27 earned during the first quarter of 1994. Earnings per common share for the tw elve months ended March 31, 1995, were $1.33 compared to $1.13 earned during the same period last year. The increase in earnings reflects the substantial increase experienced in AFUDC and the rate increases received in Missouri, Kansas and Oklahoma combined with the effect of continued customer growth. These increases were offset in part by the effect of mild weather during the first three months of 1995 and by increased preferred dividend requirements resulting from the Company's issuance of preferred stock in June 1994. LIQUIDITY AND CAPITAL RESOURCES The Company's construction-related expenditures totaled $14.1 million during the first quarter of 1995, compared to $14.8 million for the same period in 1994. Approximately $6.4 million of expenditures during the current period are related to the construction of a 98 Mw combustion turbine unit to be placed in service in mid-1995 at the Company's new State Line Power Plant, and initial expenditures for a second 98 Mw combustion turbine unit at that site scheduled for completion in mid-1997. Approximately 75% of construction expenditures and other funds requirements were satisfied internally from operations during the first quarter of 1995; the remainder was provided from the issuance of commercial paper, and from the sale of common stock through the Company's Dividend Reinvestment Plan and Employee Stock Purchase Plan. The Company's construction expenditures are expected to total approximately $54.7 million in 1995, including approximately $25.9 million for additions to the Company's distribution system to meet projected increases in customer demand and approximately $13.5 million for new generating facilities. The Company currently estimates that internally generated funds will provide approximately one-half of the funds required for the remainder of its 1995 construction expenditures. As in the past, the Company will utilize short-term debt to finance the additional funds needed for such construction and repay such borrowings with the proceeds of sales of long-term debt or equity securities, including the sale of the Company's common stock pursuant to its Dividend Reinvestment Plan and Employee Stock Purchase Plan and from internally-generated funds. The Company plans to continue to utilize short-term debt as needed to support normal operations and for other temporary requirements. On April 27, 1995, the Company sold to the public in separate underwritten offerings $10 million aggregate principal amount of its First Mortgage Bonds, 7.60% Series due 2005 and 900,000 shares of its Common Stock. The net proceeds of both offerings of approximately $25 million were added to the Company's general funds and used to repay short-term indebtedness or for expenses incurred in connection with the Company's construction program. PART II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders. (a) The annual meeting of Common Stockholders was held on April 26, 1995. (b) The following persons were re-elected Directors of the Company to serve until the 1998 Annual Meeting of Stockholders: V. E. Brill (10,094,957 votes for; 183,542 withheld authority). R. C. Hartley (10,099,955 votes for; 178,544 withheld authority). F. E. Jeffries (10,107,485 votes for; 171,014 withheld authority). The term of office as Director of the following other Directors continued after the meeting: M. F. Chubb, Jr., R. D. Hammons, J. R. Herschend, R. L. Lamb, R. E. Mayes, M. W. McKinney and M. M. Posner. (c) The stockholders also approved the Company's 1996 Stock Incentive Plan (8,722,134 votes for; 1,188,794 against; 317,551 abstain). Item 5. Other Information. At March 31, 1995, the Company's ratio of earnings to fixed charges, and ratio of earnings to fixed charges and preferred stock dividend requirements, were 3.14x and 2.59x, respectively. See Exhibit (12) hereto. Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits. (4) Twenty-Sixth Supplemental Indenture dated as of April 1, 1995, to Indenture of Mortgage and Deed of Trust. (12) Computation of Ratio and Earnings to Fixed Charges and Earnings to Combined Fixed Charges and Preferred Stock Dividend Requirements. (27) Financial Data Schedule for March 31, 1995 (b) In a current report dated March 27, 1995, the Company filed, under Item 5. "Other Events," information concerning the Company's Missouri rate increase request and proceedings relating to a complaint filed by Ahlstrom Development Corporation and Cottonwood Energy Partners, LP. 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. THE EMPIRE DISTRICT ELECTRIC COMPANY Registrant By V. E. Brill ------------------ V. E. Brill Vice President - Finance By G. A. Knapp ------------------- G. A. Knapp Controller and Assistant Treasurer May 12, 1995 EX-12 2 EXHIBIT (12) COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES AND EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDEND REQUIREMENTS
Twelve Months Ended March 31, 1995 Income before provision for income taxes and fixed charges (Note A) $45,745,654 Fixed charges: Interest on first mortgage bonds $12,602,270 Amortization of debt discount and expense less premium 771,706 Interest on short-term debt 821,806 Other interest 252,856 Rental expense representative of an interest factor (Note B) 117,026 Total fixed charges 14,565,664 Preferred stock dividend requirements: Preferred stock dividend requirements not deductible for tax purposes 1,992,085 Ratio of income before provision for incomes taxes to net income 1.521 Nondeductible dividend requirements 3,031,056 Deductible dividends 78,036 Total preferred stock dividend requirements 3,109,092 Total combined fixed charges and preferred stock dividend requirements $17,674,756 Ratio of earnings to fixed charges 3.14x Ratio of earnings to combined fixed charges and preferred stock dividend requirements 2.59x NOTE A: For the purpose of determining earnings in the calculation of the ratio, net income has been increased by the provision for income taxes, non- operating income taxes and by the sum of fixed charges as shown above. NOTE B One-third of rental expense (which approximates the interest factor).
EX-4 3 [Conformed] THE EMPIRE DISTRICT ELECTRIC COMPANY TO HARRIS TRUST AND SAVINGS BANK AND MERCANTILE BANK OF JOPLIN Trustees Twenty-Sixth Supplemental Indenture Dated as of April 1, 1995 (Supplemental to Indenture dated as of September 1, 1944) $10,000,000 First Mortgage Bonds, 7.60% Series due 2005 TABLE OF CONTENTS1 (1) This Table of Contents is not a part of the annexed Supplemental Indenture as executed.
PAGE PARTIES............................................................... 1 RECITALS.............................................................. 1 FORM OF BOND.......................................................... 3 FORM OF PRINCIPAL TRUSTEE'S CERTIFICATE OF AUTHENTICATION............. 6 GRANTING CLAUSES...................................................... 6 SUBSTATIONS AND SWITCHING STATIONS.................................... 7 PROPERTY NOW OWNED OR HEREAFTER ACQUIRED.............................. 7 SUBJECT TO PERMITTED ENCUMBRANCES, LIENS ON AFTER-ACQUIRED PROPERTY AND CERTAIN VENDORS' LIENS............................................ 8 HABENDUM.............................................................. 8 GRANT IN TRUST........................................................ 8 DEFEASANCE............................................................ 8 GENERAL COVENANT...................................................... 8 ARTICLE I CREATION AND DESCRIPTION OF FIRST MORTGAGE BONDS, 7.60% SERIES DUE 2005 SECTION 1. New Series of Bonds 8 Bonds to be dated as of authentication date 8 Record Date 9 Denominations 9 Registrable and interchangeable, tax or government charge 9 No service charge on exchange or transfer 9 1 SECTION 2. Issue of Bonds of the New Series limited to $10,000,000. All or a portion of the Bonds of the New Series may be authenticated prior to recording of this Supplemental Indenture 9 ARTICLE II NO REDEMPTION OF BONDS OF THE NEW SERIES No redemption of Bonds of the New Series prior to maturity 10 ARTICLE III NO SINKING AND IMPROVEMENT FUND FOR BONDS OF THE NEW SERIES There shall be no Sinking and Improvement Fund for the Bonds of the New Series 10 ARTICLE IV DIVIDEND COVENANTS Covenants in Section4.11 of the Original Indenture to continue in effect so long as any Bonds of the New Series are outstanding 10 ARTICLE V THE TRUSTEES The Trustees accept the trusts created by this Supplemental Indenture and agree to perform the same upon terms set forth in the Original Indenture as supplemented 10 ARTICLE VI MISCELLANEOUS PROVISIONS SECTION 1. Provision regarding legal holidays 10 SECTION 2. Original Indenture, as supplemented and amended, ratified and confirmed 11 SECTION 3. This Supplemental Indenture may be executed in counterparts 11 2 SECTION 4. Rights conferred only on holder of bonds, Company and Trustees 11 TESTIMONIUM 12 SIGNATURES AND SEALS 12 ACKNOWLEDGMENTS 15
3 TWENTY-SIXTH SUPPLEMENTAL INDENTURE, dated as of April 1, 1995, between The Empire District Electric Company, a corporation organized and existing under the laws of the State of Kansas (hereinafter called the "Company"), party of the first part, and Harris Trust and Savings Bank, a corporation organized and existing under the laws of the State of Illinois and having its principal place of business at 111 West Monroe Street, in the City of Chicago, Illinois, and Mercantile Bank of Joplin (successor to The Joplin National Bank and Trust Company), a bank organized and existing under the laws of the State of Missouri and having its principal place of business in the City of Joplin, Missouri (hereinafter sometimes called respectively the "Principal Trustee" and the "Missouri Trustee" and together the "Trustees" and each thereof a "Trustee"), as Trustees, parties of the second part. WHEREAS the Company has heretofore executed and delivered to the Trustees its Indenture of Mortgage and Deed of Trust, dated as of September 1, 1944 (hereinafter sometimes referred to as the "Original Indenture"), to secure an issue of First Mortgage Bonds of the Company, issuable in series, and created thereunder a series of bonds designated as First Mortgage Bonds, 3 1/2 % Series due 1969, being the initial series of bonds issued under the Original Indenture; and WHEREAS the Company has heretofore executed and delivered to the Trustees twenty-five Supplemental Indentures supplemental to the Original Indenture as follows: TITLE DATED - ---------------------------------------- ----------------------------- FIRST SUPPLEMENTAL INDENTURE ........... as of June 1, 1946 Second Supplemental Indenture as of January 1, 1948 Third Supplemental Indenture as of December 1, 1950 Fourth Supplemental Indenture as of December 1, 1954 Fifth Supplemental Indenture as of June 1, 1957 Sixth Supplemental Indenture as of February 1, 1968 Seventh Supplemental Indenture as of April 1, 1969 Eighth Supplemental Indenture as of May 1, 1970 Ninth Supplemental Indenture as of July 1, 1976 Tenth Supplemental Indenture as of November 1, 1977 Eleventh Supplemental Indenture as of August 1, 1978 Twelfth Supplemental Indenture as of December 1, 1978 Thirteenth Supplemental Indenture as of November 1, 1979 Fourteenth Supplemental Indenture as of September 15, 1983 Fifteenth Supplemental Indenture as of October 1, 1988 Sixteenth Supplemental Indenture as of November 1, 1989 Seventeenth Supplemental Indenture as of December 1, 1990 Eighteenth Supplemental Indenture as of July 1, 1992 Nineteenth Supplemental Indenture as of May 1, 1993 Twentieth Supplemental Indenture as of June 1, 1993 Twenty-First Supplemental Indenture as of October 1, 1993 1 Twenty-Second Supplemental Indenture as of November 1, 1993 Twenty-Third Supplemental Indenture as of November 1, 1993 Twenty-Fourth Supplemental Indenture as of March 1, 1994 Twenty-Fifth Supplemental Indenture as of November 1, 1994 some for the purpose of creating an additional series of bonds and of conveying additional property of the Company, and some for the purpose of modifying or amending provisions of the Original Indenture (the Original Indenture, all said Supplemental Indentures and this Supplemental Indenture are herein collectively called the "Indenture"); and WHEREAS the Company has acquired certain additional property hereinafter described or mentioned and, in compliance with its covenants in the Original Indenture, desires, by this Twenty-Sixth Supplemental Indenture, to evidence the subjection of such additional property to the lien of the Indenture; and WHEREAS as provided by the Original Indenture, the Board of Directors of the Company, by resolution, has authorized a new series of bonds, to mature April 1, 2005, and to be designated as "First Mortgage Bonds, 7.60% Series due 2005," and has authorized provisions permitted by the Original Indenture in respect of the bonds of said series; and WHEREAS the Board of Directors of the Company has authorized the Company to enter into this Twenty-Sixth Supplemental Indenture (herein sometimes referred to as "this Twenty-Sixth Supplemental Indenture" or "this Supplemental Indenture") conveying to the Trustees and subjecting to the lien of the Indenture the property hereinafter described or mentioned, creating and designating the new series of bonds, and specifying the form and provisions of the bonds of said series provided or permitted by the Original Indenture; and WHEREAS the texts of the First Mortgage Bonds, 7.60% Series due 2005, and of the Principal Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the forms following, respectively: 2 [FORM OF BOND] [FACE] THE EMPIRE DISTRICT ELECTRIC COMPANY FIRST MORTGAGE BOND 7.60% SERIES DUE 2005 DUE APRIL 1, 2005 No.$ THE EMPIRE DISTRICT ELECTRIC COMPANY, a corporation organized and existing under the laws of the State of Kansas (hereinafter sometimes called the "Company"), for value received, hereby promises to pay to or registered assigns, on April 1, 2005, Dollars ($ ) at its office or agency in the City of Chicago, Illinois, and to pay interest thereon at said office or agency at the rate per annum specified in the title hereof from April 27, 1995 or from the most recent interest payment date to which interest has been paid or duly provided for on the bonds of this series, semi-annually on April 1 and October 1 in each year, commencing on October 1, 1995, until the Company's obligation with respect to such principal sum shall be discharged. The principal of and the interest on this bond shall be payable in any coin or currency of the United States of America which at the time of payment shall be legal tender for the payment of public and private debts. The interest so payable on any April 1 or October 1 will, subject to certain exceptions provided in the Twenty-Sixth Supplemental Indenture referred to on the reverse hereof, be paid to the person in whose name this bond is registered at the close of business on the March 15 or September 15 next preceding such April 1 or October 1. Reference is made to the further provisions of this bond set forth on the reverse hereof. Such further provisions shall for all purposes have the same effect as though fully set forth at this place. This bond shall not be valid or become obligatory for any purpose until the certificate of authentication endorsed hereon shall have been signed by Harris Trust and Savings Bank, or its successor, as a Trustee under the Indenture referred to on the reverse hereof. 3 IN WITNESS WHEREOF, THE EMPIRE DISTRICT ELECTRIC COMPANY has caused this bond to be signed in its name by the facsimile signature of its President or a Vice President, and its corporate seal to be imprinted hereon and attested by the facsimile signature of its Secretary or an Assistant Secretary. Dated: THE EMPIRE DISTRICT ELECTRIC COMPANY, By President. Attest: Secretary. [FORM OF BOND] [REVERSE] This bond is one of an issue of bonds of the Company, known as its First Mortgage Bonds, issued and to be issued in one or more series under and equally and ratably secured (except as any sinking, amortization, improvement or other fund, established in accordance with the provisions of the indenture hereinafter mentioned may afford additional security for the bonds of any particular series) by a certain indenture of mortgage and deed of trust, dated as of September 1, 1944, made by the Company to Harris Trust and Savings Bank and The Joplin National Bank and Trust Company (now Mercantile Bank of Joplin), as Trustees (hereinafter called the "Trustees"), and certain indentures supplemental thereto, including a Third Supplemental Indenture, a Sixth Supplemental Indenture, a Seventh Supplemental Indenture, an Eighth Supplemental Indenture, a Fourteenth Supplemental Indenture, a Twenty-Fourth Supplemental Indenture and a Twenty-Sixth Supplemental Indenture (dated respectively as of December 1, 1950, February 1, 1968, April 1, 1969, May 1, 1970, September 15, 1983, March 1, 1994 and April 1, 1995) made by the Company to the Trustees (said indenture of mortgage and deed of trust and all indentures supplemental thereto being hereinafter collectively called the "Indenture"), to which Indenture reference is hereby made for a description of the property mortgaged, the nature and extent of the security, the rights and limitations of rights of the Company, the Trustees, and the holders of said bonds, and the terms and conditions upon which said bonds are secured, to all 4 of the provisions of which Indenture, including the provisions permitting the issuance of bonds of any series for property which, under the restrictions and limitations therein specified, may be subject to liens prior to the lien of the Indenture, the holder, by accepting this bond, assents. To the extent permitted by, and as provided in, the Indenture, the rights and obligations of the Company and of the holders of said bonds may be changed and modified, with the consent of the Company, by the holders of at least 60% in aggregate principal amount of the bonds then outstanding, such percentage being determined as provided in the Indenture, or in the event that one or more but less than all of the series of bonds then outstanding are affected by such change or modification, by the holders of 60% in aggregate principal amount of the outstanding bonds of such one or more series so affected. Without the consent of the holder hereof no change or modification of the rights and obligations of the Company and of the holders of the bonds shall be made which will extend the time of payment of the principal of or the interest on this bond or reduce the principal amount hereof or the rate of interest hereon or will otherwise modify the terms of payment of such principal or interest (other than changes in any sinking or other fund) or will permit the creation of any lien ranking prior to or on a parity with the lien of the Indenture on any of the mortgaged property, or will deprive any non-assenting bondholder of a lien upon the mortgaged property for the security of such bondholder's bonds, subject to certain exceptions, or will reduce the percentage of bonds required for the aforesaid action under the Indenture. This bond is one of a series of bonds designated as the First Mortgage Bonds, 7.60% Series due 2005, of the Company. This bond is not redeemable prior to the maturity hereof. The principal of this bond may be declared or may become due before the maturity hereof, on the conditions, in the manner and at the times set forth in the Indenture, upon the happening of a default as therein defined. This bond is transferable by the registered owner hereof in person or by his duly authorized attorney at the office or agency of the Company in the City of Chicago, Illinois, upon surrender and cancellation of this bond, and thereupon a new bond of this series, for a like principal amount, will be issued to the transferee in exchange therefor, as provided in the Indenture. If this bond is transferred or exchanged between a record date, as defined in the aforementioned Twenty-Sixth Supplemental Indenture, and the interest payment date in respect thereof, the new bond or bonds will bear interest from such interest payment date unless the interest payable on such date is not duly paid or provided for on such date. The Company and the Trustees and any paying agent may deem and treat the person in whose name this bond is registered as the absolute owner hereof for the purpose of receiving payment as herein provided and for all other purposes. This bond, alone or with other bonds of this series, may in like manner be exchanged at such office or agency for one or more new bonds of this series in authorized denominations, of the same aggregate principal amount, all as provided in the Indenture. 5 Upon each such transfer or exchange the Company may require the payment of any stamp or other tax or governmental charge incident thereto. No recourse under or upon any covenant or obligation of the Indenture, or of any bonds thereby secured, or for any claim based thereon, or otherwise in any manner in respect thereof, shall be had against any incorporator, subscriber to the capital stock, stockholder, officer or director, as such, of the Company, whether former, present or future, either directly, or indirectly through the Company or the Trustees or either of them, by the enforcement of any subscription to capital stock, assessment or otherwise, or by any legal or equitable proceeding by virtue of any statute or otherwise (including, without limiting the generality of the foregoing, any proceeding to enforce any claimed liability of stockholders of the Company based upon any theory of disregarding the corporate entity of the Company or upon any theory that the Company was acting as the agent or instrumentality of the stockholders), any and all such liability of incorporators, stockholders, subscribers, officers and directors, as such, being released by the holder hereof, by the acceptance of this bond, and being likewise waived and released by the terms of the Indenture under which this bond is issued. [FORM OF PRINCIPAL TRUSTEE'S CERTIFICATE OF AUTHENTICATION] This bond is one of the bonds, of the series designated therein, described in the within-mentioned Indenture. HARRIS TRUST AND SAVINGS BANK, As Trustee, By Authorized Officer and WHEREAS the Company represents that all acts and things necessary have happened, been done, and been performed, to make the First Mortgage Bonds, 7.60% Series due 2005, when duly executed by the Company and authenticated by the Principal Trustee, and duly issued, the valid, binding and legal obligations of the Company, and to make the Original Indenture, the aforementioned twenty-five Supplemental Indentures and this Supplemental Indenture valid and binding instruments for the security thereof, in accordance with their terms; NOW, THEREFORE, THIS TWENTY-SIXTH SUPPLEMENTAL INDENTURE WITNESSETH: That The Empire District Electric Company, the Company herein named, in consideration of the premises and of One Dollar ($1.00) to it duly paid by the Trustees at or before the ensealing and delivery of these presents, the 6 receipt whereof is hereby acknowledged, and in order to secure the payment of the principal of and the interest on all bonds from time to time outstanding under the Indenture, according to the terms of said bonds and of the coupons attached thereto, has granted, bargained, sold, warranted, aliened, remised, released, conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed, and by these presents does grant, bargain, sell, warrant, alien, remise, release, convey, assign, transfer, mortgage, pledge, set over and confirm unto Harris Trust and Savings Bank and Mercantile Bank of Joplin, as Trustees, and their respective successor or successors in the trust, and its or their assigns forever, the following property, with the same force and effect and subject to the same reservations and exceptions, as though specifically described in the granting clauses of the Original Indenture, that is to say: SUBSTATIONS AND SWITCHING STATIONS TANEY COUNTY, MISSOURI 1. Land for New Point Royale Substation #438: Land located in the County of Taney, State of Missouri: A part of Lot 6 of Riverside acres subdivision as per survey recorded in book 25 at page 36 described as follows: beginning at the southeast corner of said lot 6, being an existing rebar, thence N18|SD02'22"W 533.96 Feet to an existing rebar on the southerly right of way line of a forty (40) foot roadway, thence S35|SD40'00"W along said right of way line 75.00 feet to a segment of a curve right, having a radius of 220.20 feet, a distance of 72.07 feet to a set rebar, thence leave said right of way line S22|SD09'47"E, 427.82 Feet to a set rebar, Thence S89|SD17'00''E 100.44 feet to the point of beginning. ALSO all other property, whether real, personal or mixed (except as in the Original Indenture expressly excepted) of every nature and kind and wheresoever situated now owned or hereafter acquired by the Company; TOGETHER with all and singular the tenements, hereditaments and appurtenances belonging or in anywise appertaining to the aforesaid mortgaged property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of Section8.01 of the Original Indenture) the tolls, rents, revenues, issues, earnings, income, products and profits thereof, and all the estate, right, title and interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire in and to the aforesaid mortgaged property, and every part and parcel thereof; 7 SUBJECT, HOWEVER, to permitted encumbrances as defined in the Original Indenture and, as to any property hereafter acquired by the Company, to any lien thereon existing, and to any liens for unpaid portions of the purchase money placed thereon at the time of such acquisition, and also subject to the provisions of Article 12 of the Original Indenture. TO HAVE AND TO HOLD the same, unto the Trustees and their and each of their respective successors and assigns forever; IN TRUST, NEVERTHELESS, upon the terms and trusts set forth in the Indenture, so that the same shall be held specifically by the Trustees under and subject to the terms of the Indenture in the same manner and for the same trusts, uses and purposes as if said properties had been specifically contained and described in the Original Indenture; PROVIDED, HOWEVER, and these presents are upon the condition that, if the Company, its successors or assigns, shall pay or cause to be paid unto the holders of the bonds the principal and interest, and premium, if any, to become due in respect thereof at the times and in the manner stipulated therein and in the Indenture and shall keep, perform and observe all and singular the covenants and promises in said bonds and in the Indenture expressed to be kept, performed and observed by or on the part of the Company, then the Indenture and the estate and rights thereby granted shall cease, determine and be void, otherwise to be and remain in full force and effect. AND THE COMPANY, for itself and its successors, does hereby covenant and agree to and with the Trustees, for the benefit of those who shall hold the bonds and the coupons appertaining thereto, or any of them, issued or to be issued under the Indenture, as follows: ARTICLE I CREATION AND DESCRIPTION OF FIRST MORTGAGE BONDS, 7.60% SERIES DUE 2005 SECTION 1. A new series of bonds to be issued under and secured by the Indenture is hereby created, to be designated as First Mortgage Bonds, 7.60% Series due 2005 (hereinafter sometimes called the "Bonds of the New Series" or "Bonds"). The Bonds of the New Series shall be limited to an aggregate principal amount of Ten Million Dollars ($10,000,000), excluding any Bonds of the New Series which may be authenticated in lieu of or in substitution or exchange for other Bonds of the New Series pursuant to the provisions of Article 2 or of Section15.09 of the Original Indenture. Said Bonds and the certificate of authentication of the Principal Trustee to be endorsed upon the Bonds shall be substantially in the forms hereinbefore recited, respectively. Each Bond shall be dated as of the date of its authentication and all Bonds of the New Series shall mature April 1, 2005 8 and shall bear interest at the rate of 7.60% per annum, payable semi-annually on April 1 and October 1 in each year, commencing October 1, 1995; both principal and interest shall be payable at the office or agency of the Company in the City of Chicago, Illinois, and in any coin or currency of the United States of America which at the time of payment shall be legal tender for the payment of public and private debts. The holder of any Bond on any record date (as hereinbelow defined) with respect to any interest payment date shall be entitled to receive the interest payable on such interest payment date notwithstanding the cancellation of such Bond upon any exchange or transfer thereof subsequent to the record date and prior to such interest payment date, except if and to the extent that the Company shall default in the payment of the interest due on such interest payment date, in which case such defaulted interest shall be paid to the person in whose name such Bond (or any Bond or Bonds issued upon transfer or exchange thereof) is registered on a date fixed by the Company, which shall be not more than 15 and not less than 10 days before the date of payment of such defaulted interest. The term "record date" as used in this Section with respect to any interest payment date shall mean the close of business on the March 15 or September 15, as the case may be, next preceding such interest payment date, whether or not such March 15 or September 15 shall be a legal holiday or a day on which banking institutions in the City of Chicago, Illinois are authorized by law to remain closed. The Bonds of the New Series shall be issued as fully registered Bonds only, in denominations of $1,000 and multiples thereof. The Bonds of the New Series shall be registrable and interchangeable at the office or agency of the Company in the City of Chicago, Illinois, in the manner and upon the terms set forth in Section2.05 of the Original Indenture, upon payment of such an amount as shall be sufficient to reimburse the Company for, or to pay, any stamp or other tax or governmental charge incident thereto. Notwithstanding the provisions of Section2.08 of the Original Indenture, no service or other charge will be made for any exchange or transfer of any Bond of the New Series. SECTION 2. The Bonds of the New Series described in Section 1 of this Article, in the aggregate principal amount of Ten Million Dollars ($10,000,000), shall be executed by the Company and delivered to the Principal Trustee and, upon compliance with all the provisions and requirements of the Original Indenture in respect thereof, all or any portion of the Bonds of the New Series may, from time to time, be authenticated by the Principal Trustee and delivered (without awaiting the filing or recording of this Supplemental Indenture) in accordance with the written order or orders of the Company. 9 ARTICLE II No Redemption of Bonds of the New Series The Bonds of the New Series shall not be redeemable prior to maturity. ARTICLE III No Sinking and Improvement Funds for Bonds of the New Series There shall be no Sinking and Improvement Fund for the Bonds of the New Series. ARTICLE IV Dividend Covenants The Company hereby covenants that, so long as any of the Bonds of the New Series shall remain outstanding, the covenants and agreements of the Company set forth in Section4.11 of the Original Indenture as heretofore supplemented shall be and remain in full force and effect and be duly observed and complied with by the Company, notwithstanding that no First Mortgage Bonds, 3 1/2 % Series due 1969, remain outstanding. ARTICLE V The Trustees The Trustees accept the trusts created by this Supplemental Indenture upon the terms and conditions hereof and agree to perform such trusts upon the terms and conditions set forth in the Original Indenture as heretofore supplemented and in this Supplemental Indenture set forth. In general, each and every term and condition contained in Article 13 of the Original Indenture shall apply to this Supplemental Indenture with the same force and effect as if the same were herein set forth in full, with such omissions, variations and modifications thereof as may be appropriate to make the same conform to this Supplemental Indenture. ARTICLE VI Miscellaneous Provisions Section 1. If the date for making any payment of principal or interest or the last date for performance of any act or the exercising of any right, as provided in this Supplemental Indenture, shall be a legal holiday or a day on which banking institutions in the City of Chicago, Illinois, are authorized by law to remain closed, 10 such payment may be made or act performed or right exercised on the next succeeding day not a legal holiday or a day on which such banking institutions are authorized by law to remain closed, with the same force and effect as if done on the nominal date provided in this Supplemental Indenture, and no interest shall accrue for the period after such nominal date. Section 2. The Original Indenture as heretofore and hereby supplemented and amended is in all respects ratified and confirmed; and the Original Indenture, this Supplemental Indenture and all other indentures supplemental to the Original Indenture shall be read, taken and construed as one and the same instrument. Neither the execution of this Supplemental Indenture nor anything herein contained shall be construed to impair the lien of the Original Indenture as heretofore supplemented on any of the property subject thereto, and such lien shall remain in full force and effect as security for all bonds now outstanding or hereafter issued under the Indenture. All terms defined in Article 1 of the Original Indenture, as heretofore supplemented, for all purposes of this Supplemental Indenture, shall have the meanings therein specified, unless the context otherwise requires. Section 3. This Supplemental Indenture may be simultaneously executed in any number of counterparts, and all said counterparts executed and delivered, each as an original, shall constitute but one and the same instrument. Section 4. Nothing in this Supplemental Indenture contained, shall, or shall be construed to, confer upon any person other than a holder of bonds issued under the Indenture, the Company and the Trustees any right or interest to avail himself of any benefit under any provision of the Indenture, as heretofore supplemented and amended, or of this Supplemental Indenture. 11 In Witness Whereof, The Empire District Electric Company, party of the first part, has caused its corporate name to be hereunto affixed and this instrument to be signed by its President or a Vice President, and its corporate seal to be hereunto affixed and attested by its Secretary or an Assistant Secretary for and in its behalf; and Harris Trust and Savings Bank and Mercantile Bank of Joplin, parties of the second part, have each caused its corporate name to be hereunto affixed, and this instrument to be signed by its President or a Vice President and its corporate seal to be hereunto affixed and attested by its Secretary or an Assistant Secretary for and in its behalf, all as of the day and year first above written. The Empire District Electric Company By /s/ V.E. Brill Name: V.E. Brill Title: Vice President-Finance [Corporate Seal] Attest: /s/ G.C. Hunter Name: G.C. Hunter Title: Secretary-Treasurer Signed, sealed and delivered by The Empire District Electric Company in the presence of: /s/ D.W. Gibson Name: D.W. Gibson /s/ G.A. Knapp Name: G.A. Knapp 12 Harris Trust and Savings Bank, as Trustee, By /s/ F.A. Pierson Name: F.A. Pierson Title: Vice President [Corporate Seal] Attest: /s/ C. Potter Name: C. Potter Title: Assistant Secretary Signed, sealed and delivered by Harris Trust and Savings Bank in the presence of: /s/ F. Daguinsin Name: F. Daguinsin /s/ Marianne Cody Name: Marianne Cody 13 Mercantile Bank of Joplin, as Trustee, By /s/ Douglas Hauser Name: Douglas Hauser Title: Vice President [Corporate Seal] Attest: /s/ C.E. Jardon Name: C.E. Jardon Title: Secretary Signed, sealed and delivered by Mercantile Bank of Joplin in the presence of: /s/ D.W. Gibson Name: D.W. Gibson /s/ G.A. Knapp Name: G.A. Knapp 14 State of Missouri County of Jasper} SS.: Be It Remembered, and I do hereby certify, that on this 25th day of April, 1995, before me, a Notary Public in and for the County and State aforesaid, personally appeared V.E. Brill, the Vice President-Finance of The Empire District Electric Company, a Kansas corporation, and G.C. Hunter, the Secretary-Treasurer of said corporation, who are both to me personally known, and both personally known to me to be such officers and to be the identical persons whose names are subscribed to the foregoing instrument as such Vice President-Finance and Secretary-Treasurer, respectively, and as the persons who subscribed the name and affixed the seal of said The Empire District Electric Company, one of the makers thereof, to the foregoing instrument as its Vice President-Finance and Secretary-Treasurer, and they each acknowledged to me that they, being thereunto duly authorized, executed the same for the uses, purposes and consideration therein set forth and expressed, and in the capacities therein stated, as their free and voluntary act and deed, and as the free and voluntary act and deed of said corporation. And the said V.E. Brill and G.C. Hunter, being each duly sworn by me, severally deposed and said: that they reside in the City of Joplin, Missouri and Webb City, Missouri, respectively; that they were at that time Vice President-Finance and Secretary-Treasurer, of said corporation; that they knew the corporate seal of said corporation, and that the seal affixed to said instrument was such corporate seal, and was thereto affixed by said Secretary-Treasurer, and the said instrument was signed by said Vice President-Finance, in pursuance of the power and authority granted them by the By-Laws of said corporation, and by authority of the Board of Directors thereof. In Testimony Whereof, I have hereunto set my hand and affixed my official and notarial seal at my office in said County and State the day and year last above written. My commission expires February 3, 1998. [Notary Seal] /s/ Linda S. Johnson Linda S. Johnson Notary Public 15 State of Illinois County of Cook} SS.: Be It Remembered, and I do hereby certify, that on the 24th day of April, 1995, before me, a Notary Public in and for the County and State aforesaid, personally appeared F.A. Pierson, Vice President of Harris Trust and Savings Bank, an Illinois corporation, and C. Potter, Assistant Secretary of said corporation, who are both to me personally known, and both personally known to me to be such officers and to be the identical persons whose names are subscribed to the foregoing instrument as such Vice President and Assistant Secretary, respectively, and as the persons who subscribed the name and affixed the seal of said Harris Trust and Savings Bank, one of the makers thereof, to the foregoing instrument as its Vice President and Assistant Secretary, and they each acknowledged to me that they, being thereunto duly authorized, executed the same for the uses, purposes and consideration therein set forth and expressed, and in the capacities therein stated, as their free and voluntary act and deed, and as the free and voluntary act and deed of said corporation. And the said F.A. Pierson and C. Potter, being each duly sworn by me, severally deposed and said: that they reside in Chicago, Illinois, that they were at that time respectively Vice President and Assistant Secretary, of said corporation; that they knew the corporate seal of said corporation, and that the seal affixed to said instrument was such corporate seal, and was thereto affixed by said Assistant Secretary, and the said instrument was signed by said Vice President, in pursuance of the power and authority granted them by the By-Laws of said corporation, and by authority of the Board of Directors thereof. In Testimony Whereof, I have hereunto set my hand and affixed my official and notarial seal at my office in said County and State the day and year last above written. My commission expires December 14, 1997. [Notary Seal] /s/ Kimberly Lange Kimberly Lange Notary Public 16 State of Missouri County of Jasper} SS.: Be It Remembered, and I do hereby certify, that on this 25th day of April, 1995, before me, a Notary Public in and for the County and State aforesaid, personally appeared Douglas Hauser, Vice President of Mercantile Bank of Joplin, a bank organized under the laws of the State of Missouri, and C.E. Jardon, Secretary of said corporation, who are both to me personally known, and both personally known to me to be such officers and to be the identical persons whose names are subscribed to the foregoing instrument as such Vice President and Secretary, respectively, and as the persons who subscribed the name and affixed the seal of said Mercantile Bank of Joplin, one of the makers thereof, to the foregoing instrument as its Vice President and Secretary, and they each acknowledged to me that they, being thereunto duly authorized, executed the same for the uses, purposes and consideration therein set forth and expressed, and in the capacities therein stated, as their free and voluntary act and deed, and as the free and voluntary act and deed of said corporation. And the said Douglas Hauser and C.E. Jardon, being each duly sworn by me, severally deposed and said: that they reside in the City of Joplin, Missouri; that they were at the time respectively Vice President and Secretary of said corporation; that they knew the corporate seal of said corporation, and that the seal affixed to said instrument was such corporate seal, and was thereto affixed by said Secretary, and the said instrument was signed by said Vice President, in pursuance of the power and authority granted them by the By-Laws of said corporation, and by authority of the Board of Directors thereof. In Testimony Whereof, I have hereunto set my hand and affixed my official and notorial seal at my office in said County and State the day and year last above written. My commission expires March 10, 1997. [Notary Seal] /s/ Andrena W. Roark Andrena W. Roark Notary Public EX-27 4
UT THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEET AT MARCH 31, 1995 AND THE STATEMENT OF INCOME AND THE STATEMENT OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 3-MOS DEC-31-1995 MAR-31-1995 PER-BOOK 454,948,728 0 33,107,389 41,611,710 0 529,667,827 14,024,339 107,527,137 53,279,765 174,831,241 0 32,901,800 184,906,916 0 0 18,500,000 0 0 0 0 118,527,870 529,667,827 42,395,631 2,016,755 32,931,571 34,948,326 7,447,305 483,050 7,930,355 3,364,366 4,565,989 604,085 3,961,904 4,465,481 3,592,716 14,241,803 0.28 0.28
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