-----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, cfIoBIetxpK6bZVfxGwnONy/RIbqXdMkxrZNxdQ4Ho0SWXdjvNw5zh4e3JHtHWgU l/30XxZFuyjPt0MpPrOCCg== 0000890613-95-000078.txt : 19950602 0000890613-95-000078.hdr.sgml : 19950602 ACCESSION NUMBER: 0000890613-95-000078 CONFORMED SUBMISSION TYPE: 424B5 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950601 SROS: NONE 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: 424B5 SEC ACT: 1933 Act SEC FILE NUMBER: 033-52713 FILM NUMBER: 95544084 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 424B5 1 PROSPECTUS, PURSUANT TO RULE 424(B)(5) Filed Pursuant to Rule 424(b)(5) of the Rules and Regulations Under the Securities Act of 1933 Registration Statement No. 33-52713 Prospectus Supplement (To Prospectus Dated April 20, 1995) ########################################################## IMAGE (LOGO) OMITTED ########################################################## $30,000,000 The Empire District Electric Company First Mortgage Bonds, 7 3/4 % Series due 2025 The New Bonds offered hereby (the "Bonds") will mature on June 1, 2025. Interest on the Bonds is payable semi-annually on each June 1 and December 1, beginning December 1, 1995. The Bonds are subject to redemption prior to maturity upon not less than 30 nor more than 60 days' notice, at the option of the Company, at any time on or after June 1, 2005, as a whole or from time to time in part, at the redemption prices applicable to the respective periods set forth herein. See "Certain Terms of the Bonds -- Redemption," herein. The Bonds will be issued and registered only in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York ("DTC"), as registered owner of all the Bonds. Principal and interest payments on the Bonds will be made to DTC. Individual purchases will be made only in book-entry form (as described herein). Purchasers of such book-entry interests in the Bonds will not receive physical delivery of bond certificates and must maintain an account with a broker, dealer or bank that participates in DTC's book-entry system. See "Certain Terms of the Bonds -- Book-Entry System," herein. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS TO WHICH IT RELATES. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ----------------------------------------------------------------------------- Price to Underwriting Proceeds to Public(1) Discount Company(1)(2) Per Bond...................... 100.000% .875% 99.125% Total ........................ $30,000,000 $262,500 $29,737,500 ----------------------------------------------------------------------------- (1) Plus accrued interest, if any, from June 7, 1995 to date of delivery. (2) Before deducting expenses payable by the Company estimated to be $140,000. The Bonds are offered subject to receipt and acceptance by the Underwriter, to prior sale and to the Underwriter's right to reject any order in whole or in part and to withdraw, cancel or modify the offer without notice. The Bonds are being offered by the Underwriter as set forth under "Underwriting" herein. It is expected that the Bonds will be delivered in book-entry form only, on or about June 7, 1995, through the facilities of DTC. ----------------------------- Salomon Brothers Inc -------------------------------------------------------------------- The date of this Prospectus Supplement is May 31, 1995. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE BONDS HEREBY OFFERED AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. SUMMARY INFORMATION The information set forth below should be read in conjunction with, and is qualified in its entirety by, the detailed information contained in, and the financial statements incorporated by reference into, this Prospectus Supplement and the accompanying Prospectus. The Offering Issuer..................... The Empire District Electric Company, a Kansas corporation. Securities Offered......... $30,000,000 aggregate principal amount of First Mortgage Bonds, 7 3/4 % Series due 2025. Interest Payment Dates..... Semi-annually, on each June 1 and December 1, beginning December 1, 1995. Use of Proceeds............ To be added to the Company's general funds which will be used to redeem on July 3, 1995 the Company's $30,000,000 aggregate principal amount of First Mortgage Bonds, 9% Series due 2019. Certain Summary Financial Information Income Statement Data:
Twelve Months Ended March 31, Year ended December 31, -------------------------------- 1995 1994 1993 1992 ---- ---- ---- ---- (in thousands except ratios) Operating Revenues .................... $178,480 $177,757 $168,439 $150,302 Operating Income ...................... 32,536 32,005 29,291 30,090 Net Income............................. 20,506 19,683 15,936 16,905 Ratio of Earnings to Fixed Charges (1) 3.14x 3.16x 2.73x 2.91x Capitalization Of The Company At March 31, 1995: Actual As Adjusted (2) ----------------------- ------------------------ Amount Percentage Amount Percentage ------ ---------- ------ ---------- (all dollar amounts in thousands) First Mortgage Bonds Not Due Within One Year $184,907 47.1% $194,907 46.7% Preferred Stock.............................. 32,902 8.4 32,902 7.9 Common Stock Equity ......................... 174,831 44.5 189,681 45.4 Total Capitalization......................... $392,640 100.0% $417,490 100.0% (1) For the purpose of computing this ratio, earnings consist of net income (including allowances for funds used during construction) plus current and deferred income taxes, deferred investment tax credits and fixed charges. Fixed charges consist of interest charges (before reduction for allowances for funds used during construction), amortization of debt expense and debt discount and premium, and the interest factor of rental expense. (2) Adjusted to reflect the issuance of the Bonds. See "Use of Proceeds." Also adjusted to reflect the issuance on April 27, 1995 of (i) $10,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 7.60% Series due 2005 and (ii) 900,000 shares of the Company's Common Stock.
S-2 USE OF PROCEEDS The net proceeds to the Company from the sale of the Bonds, after deducting the underwriting discount and estimated offering expenses, are expected to be approximately $29.6 million. The net proceeds from the offering will be added to the Company's general funds which will be used to redeem on July 3, 1995 the Company's $30,000,000 aggregate principal amount of First Mortgage Bonds, 9% Series due 2019, at a redemption price of 105.00% of the principal amount thereof plus accrued interest to the date of redemption. CERTAIN TERMS OF THE BONDS The following information concerning the Bonds supplements and should be read in conjunction with the statements under "Description of the New Bonds" in the accompanying Prospectus. General The Bonds will be issued as a new series of the Company's First Mortgage Bonds under the Mortgage (as defined in the accompanying Prospectus) as supplemented by the Twenty-Seventh Supplemental Indenture to be dated as of June 1, 1995. The Mortgage does not contain any covenant or other provision that specifically is intended to afford holders of Bonds special protection in the event of a highly leveraged transaction. Interest and Maturity The Bonds will bear interest at the rate per annum shown on the cover page hereof, payable semi-annually on June 1 and December 1, beginning December 1, 1995. Interest will be paid to the person in whose name a Bond is registered at the close of business on the May 15 or November 15 next preceding each semi-annual interest payment date. The Bonds will mature June 1, 2025 and will be limited to a principal amount of $30,000,000. Redemption The Bonds are subject to redemption prior to maturity, upon not less than 30 nor more than 60 days' prior notice by mail, at the option of the Company, at any time on or after June 1, 2005, as a whole or from time to time in part, at the following redemption prices (expressed in percentages of principal amount) plus accrued interest to the date fixed for redemption:
YEAR BEGINNING REDEMPTION YEAR BEGINNING REDEMPTION JUNE 1, PRICE JUNE 1, PRICE - ----------- ------------ ------------------ ------------ 2005 103.8750% 2011 101.5500% 2006 103.4875 2012 101.1625 2007 103.1000 2013 100.7750 2008 102.7125 2014 100.3875 2009 102.3250 2015 and thereafter 100.0000 2010 101.9375
There is no sinking fund applicable to any outstanding series of bonds and the Twenty-Seventh Supplemental Indenture will not provide a sinking fund for the Bonds. Book-Entry System DTC will act as securities depository for the Bonds. The Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC's partnership nominee). One fully-registered Bond (the "Global Bond") certificate will be issued for the Bonds, in the aggregate principal amount of $30,000,000, and will be deposited with DTC. S-3 The Company understands that DTC is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds securities that its participants ("Participants") deposit with DTC. DTC also facilitates the settlement among Participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in Participants' accounts, thereby eliminating the need for physical movement of securities certificates. "Direct Participants" include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. DTC is owned by a number of its Direct Participants and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc. and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as securities brokers and dealers, banks, and trust companies that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). The rules applicable to DTC and its Participants are on file with the Securities and Exchange Commission. Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC's records. The ownership interest of each actual purchaser of each Bond ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase, but Beneficial Owners are expected to receive written confirmations providing details of the transactions, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Bonds, except in the event that use of the book-entry system for the Bonds is discontinued. To facilitate subsequent transfers, all Bonds deposited by Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co. The deposit of Bonds with DTC and their registration in the name of Cede & Co. effect no change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Redemption notices will be sent to Cede & Co. If less than all of the Bonds are being redeemed, DTC's practice is to determine by lot the amount of the Bonds of each Direct Participant to be redeemed. Neither DTC nor Cede & Co. will consent or vote with respect to the Bonds. Under its usual procedures, DTC would mail an Omnibus Proxy to the Company as soon as possible after the relevant record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Principal and interest payments on the Bonds will be made to DTC. DTC has advised the Company and the Principal Trustee (as defined in the accompanying Prospectus) that its present practice is, upon receipt of any payment of principal or interest, to immediately credit the accounts of the Direct Participants with such payment in amounts proportionate to their respective beneficial interests in the Global Bond as shown on the records of DTC. Payments by Direct and Indirect Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC, the Trustees (as defined in the accompanying Pro- S-4 spectus) or the Company, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal and interest to DTC is the responsibility of the Company or the Principal Trustee; disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as securities depository with respect to the Bonds at any time by giving reasonable notice to the Company or the Principal Trustee. Under such circumstances, in the event that a successor securities depository is not obtained, Bond certificates are required to be printed and delivered. The Company may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, Bond certificates will be printed and delivered. Beneficial Owners should consult with the Direct Participant or Indirect Participant from whom they purchased a book-entry interest to obtain information concerning the system maintained by such Direct Participant or Indirect Participant to record such interests, to make payments and to forward notices of redemption and other information. Neither the Company nor either Trustee have any responsibility or liability for any aspects of the records or notices relating to, or payments made on account of, book-entry interest ownership, or for maintaining, supervising or reviewing any records relating to that ownership. UNDERWRITING Subject to the terms and conditions of a purchase agreement (the "Purchase Agreement") between the Company and Salomon Brothers Inc (the "Underwriter"), the Underwriter has agreed to purchase and the Company has agreed to sell an aggregate of $30,000,000 principal amount of the Bonds. The Purchase Agreement provides that the obligations of the Underwriter are subject to certain conditions precedent. The Underwriter will be obligated to purchase the entire principal amount of the Bonds if any of the Bonds are purchased. The Company has been advised by the Underwriter that it proposes initially to offer the Bonds to the public at the public offering price set forth on the cover page of this Prospectus Supplement, and to certain dealers at such price less a concession not in excess of 0.50% of the principal amount of the Bonds. The Underwriter may allow and such dealers may reallow a concession not in excess of 0.25% of the principal amount of the Bonds to certain other dealers. After the initial public offering, the public offering price and such concessions may be changed. The Company has agreed to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended, and to contribute to payments that the Underwriter may be required to make in respect thereof. There is at present no trading market for the Bonds. The Underwriter is not obligated to make a market in the Bonds, and the Company cannot predict whether a trading market for the Bonds will develop or, if developed, will be maintained. The Company does not intend to apply for listing of the Bonds on a national securities exchange. S-5 PROSPECTUS [EMPIRE LOGO] THE EMPIRE DISTRICT ELECTRIC COMPANY Cumulative Preferred Stock; First Mortgage Bonds -------------------- The Empire District Electric Company (the "Company") intends from time to time to sell shares of its Cumulative Preferred Stock, $10.00 par value per share (the "New Preferred Stock") and/or its First Mortgage Bonds (the "New Bonds," and collectively with the New Preferred Stock, the "Securities"), in one or more series, each on terms to be determined at the time of the offering. The aggregate principal amount of the New Bonds and the par value of the New Preferred Stock being offered will not exceed $110,000,000, of which Cumulative Preferred Stock having an aggregate par value of $25,000,000 was issued in June 1994, $20,000,000 aggregate principal amount of First Mortgage Bonds was issued in November 1994 and $10,000,000 aggregate principal amount of First Mortgage Bonds is being sold pursuant to a prospectus supplement dated the date hereof. All specific terms of the offering and sale of the Securities, including (i) the specific number of shares, designation, liquidation preferences, issue price, rate and terms of payment of dividends, redemption provisions and sinking fund terms and voting or other special rights, if any, of the New Preferred Stock, (ii) the specific designation, aggregate principal amount, maturity, rate and terms of payment of interest, redemption provisions and sinking fund terms, if any, of the New Bonds and (iii) other specific terms and any listing on a securities exchange of the Securities in respect of which this Prospectus is being delivered will be set forth in a Prospectus Supplement ("Prospectus Supplement"), together with the terms of the offering of such Securities. -------------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. -------------------- The Company may sell the Securities in any of the following ways: (i) through underwriters or dealers, (ii) directly to a limited number of purchasers or to a single purchaser, or (iii) through agents. The names of any such underwriters or agents and any applicable commissions or discounts will be set forth in an accompanying Prospectus Supplement. Pricing information and net proceeds to the Company from the sale of the Securities will also be set forth in such Prospectus Supplement. See "Plan of Distribution" herein. -------------------- The date of this Prospectus is April 20, 1995. AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934 and in accordance therewith files reports and other information with the Securities and Exchange Commission which may be inspected and copied at the offices of the Commission, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549; 500 West Madison Street, suite 1400, Chicago, Illinois 60601; and 7 World Trade Center, suite 1300, New York, New York 10048, and copies of such material can be obtained from the Public Reference Section of the Commission, Washington, D.C. 20549, at prescribed rates. Securities of the Company are listed on the New York Stock Exchange ("NYSE") and reports and other information concerning the Company may be inspected at the office of the NYSE at 20 Broad Street, New York, New York 10005. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents, filed by the Company with the Commission are incorporated herein by reference as of their respective filing dates: (a) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994 (File No. 1-3368). (b) Current Report on Form 8-K dated March 27, 1995 (File No. 1-3368). (c) Current Report on Form 8-K dated April 13, 1995 (File No. 1-3368). All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of this Prospectus and prior to the termination of the offering of the securities offered hereby shall be deemed to be incorporated by reference in this Prospectus and to be a part hereof from the date of filing of such documents. The Company hereby undertakes to provide without charge to each person to whom a copy of the Prospectus has been delivered, on the request of any such person, a copy of any or all of the documents referred to above which have been or may be incorporated in this Prospectus by reference, other than exhibits to such documents. Requests for such copies should be directed to The Empire District Electric Company, P.O. Box 127, Joplin, Missouri 64802. Attention: Vice President-Finance, (417) 625-5100. 2 THE COMPANY The Company, a Kansas corporation organized in 1909, is a public utility engaged in the generation, purchase, transmission, distribution and sale of electricity in parts of Missouri, Kansas, Oklahoma and Arkansas. The Company also provides water service to three towns in Missouri. The executive offices of the Company are located at 602 Joplin Street, Joplin, Missouri, 64801, and its telephone number is (417) 625-5100. USE OF PROCEEDS The use of proceeds from the sale of the Securities will be set forth in the Prospectus Supplement by which such Securities are offered. DESCRIPTION OF THE NEW PREFERRED STOCK The following description of the New Preferred Stock sets forth certain general terms and provisions of the Company's Restated Articles of Incorporation, as amended (the "Articles") applicable to any series of New Preferred Stock. The definitive terms of any such series of New Preferred Stock are set forth in the Prospectus as amended and supplemented by the Prospectus Supplement by which such series of New Preferred Stock is offered. The statements set forth below are summaries of the terms of the Articles and do not purport to be complete. These statements are qualified in their entirety by reference to the Articles. General The Company is authorized to issue 5,000,000 shares of cumulative preferred stock, par value $10.00 per share ("Cumulative Preferred Stock"), of which 390,180 shares of 5% Cumulative Preferred Stock, 400,000 shares of 4 3/4 % Cumulative Preferred Stock and 2,500,000 shares of 8 1/8 % Cumulative Preferred Stock are outstanding as of the date of this Prospectus. The New Preferred Stock may be issued in one or more series with the specific number of shares, designation, liquidation preferences, issue price, dividend rate, redemption provisions and sinking fund terms, voting or other special rights or any other specific term of the series to be determined by the Board of Directors without any further action by the stockholders of the Company. The New Preferred Stock will have the dividend, liquidation, redemption and voting rights set forth below unless otherwise provided for in a Prospectus Supplement relating to any particular series of New Preferred Stock. Reference is made to the Prospectus Supplement relating to the particular series of New Preferred Stock offered thereby for specific terms, which may include one or more of the following: (i) the designation and number of shares offered; (ii) the liquidation preferences per share; (iii) the initial public offering price; (iv) the dividend rate or rates, or the method of determining the dividend rate or rates; (v) the dates on which dividends will accrue; (vi) any redemption or sinking fund provision; (vii) voting or other special rights and (viii) any additional terms, preferences or rights. Dividends The holders of each series of Cumulative Preferred Stock are, and the holders of the New Preferred Stock will be, entitled to receive, if and when declared by the Board of Directors out of funds legally available therefor, cumulative quarterly dividends at the rates per annum fixed for each series thereof, payable on March 1, June 1, September 1 and December 1 in each year, before any dividends may be paid on or set apart for the Company's common stock, $1.00 par value per share ("Common Stock") or the Company's preference stock, without par value ("Preference Stock"). Dividends on the New Preferred Stock will be cumulative from the date of issuance. Liquidation Provisions relating to the liquidation preference payable by the Company on each series of New Preferred Stock will be as set forth in the Prospectus Supplement by which such New Preferred Stock will be offered. If, upon any liquidation, dissolution or winding up, the assets distributable among the 3 holders of the Cumulative Preferred Stock of all series shall be insufficient to permit the payment of the full preferential amounts to which they shall be entitled, then the entire assets of the Company to be distributed shall be distributed among the holders of the Cumulative Preferred Stock of all series then outstanding, ratably in proportion to the full preferential amounts to which they are respectively entitled. A consolidation or merger of the Company or a sale or transfer of substantially all of its assets as an entirety shall not be deemed to be a liquidation, dissolution or winding up of the Company. Redemption Provisions Any provisions relating to the optional redemption by the Company of each series of New Preferred Stock will be as set forth in the Prospectus Supplement by which such New Preferred Stock is to be offered. Any provisions relating to a sinking fund for any series of the New Preferred Stock will be as set forth in the Prospectus Supplement by which such New Preferred Stock is to be offered. There are no restrictions on the repurchase or redemption, including redemption for any sinking fund, of shares of the New Preferred Stock by the Company at prices not exceeding the redemption price thereof while there is an arrearage in the payment of dividends thereon. Voting Rights The holders of New Preferred Stock shall not be entitled to vote except as follows: (a) In proceedings as to which their vote is mandatorily required by the then existing laws of the State of Kansas; or (b) If dividends payable on the outstanding Cumulative Preferred Stock shall be accumulated and unpaid in an amount equivalent to four (4) full quarterly dividends, the holders of such stock shall be entitled thereafter and until, but only until, all dividends in default shall have been paid, (i) voting for such purposes as a single class, at each succeeding annual meeting of stockholders, to elect the smallest number of directors necessary to constitute a majority of the Board of Directors, the remaining directors to be elected as usual by the holders of the Common Stock or of the Preference Stock as may be entitled to vote therefor; and (ii) to vote on all questions other than for the election of directors in such manner that the holders thereof shall have the vote per share of Cumulative Preferred Stock specified below; provided that if and when profits available for dividends are in excess of such accumulated and unpaid dividends, then the declaration and payment of such dividends shall not be unreasonably withheld; or (c) As set forth under "Restrictions on Corporate Action" below. On any matter on which holders of Cumulative Preferred Stock shall be entitled to vote, each share of Cumulative Preferred Stock entitled to vote shall entitle the holder thereof to that number of votes (including any fractional vote) determined by dividing the amount to which the share is entitled in the event of involuntary liquidation, dissolution or winding up of the Company (exclusive of accrued or accumulated and unpaid dividends) by $10. Restrictions on Corporate Action The Articles provide that the vote of the holders of Cumulative Preferred Stock having two-thirds of the total number of votes possessed by the holders of the then outstanding shares of Cumulative Preferred Stock will be required: (a) to authorize or issue any additional stock ranking prior to or on a parity with the Cumulative Preferred Stock as to dividends or assets; (b) to authorize additional shares of Cumulative Preferred Stock or to authorize or issue any obligation or security convertible into or evidencing the right to purchase shares of Cumulative Preferred Stock or any stock ranking prior to or on parity with the Cumulative Preferred Stock as to dividends or assets; (c) to issue additional Cumulative Preferred Stock or stock of equal rank unless the net income of the Company determined in accordance with generally accepted accounting practices, for a specified twelve-month period, shall have 4 been at least twice the annual dividend requirements upon the entire amount of the Cumulative Preferred Stock and all stock ranking prior to or on a parity with the cumulative preferred stock to be outstanding immediately after the proposed issue of such additional shares, and unless the net income of the Company available for interest and dividends for such twelve months, determined in accordance with generally accepted accounting practices to be available for the payment of interest, shall have been at least 1 1/2 times the sum of (i) the annual interest requirements on the Company's indebtedness to be outstanding immediately after the proposed issue of such additional shares and (ii) the annual dividend requirements on the entire amount of Cumulative Preferred Stock and all stock ranking prior to or on a parity with the cumulative preferred stock to be outstanding immediately after the proposed issuance of such additional shares (provided that the approval of only a majority of the outstanding cumulative preferred stock shall be required if only the net income available for interest and dividends test is not met) or (d) amend the Articles so as to affect adversely any of the preferences or other rights thereby given to the Cumulative Preferred Stock. Under these tests the Company could have issued shares of Cumulative Preferred Stock having an aggregate par value of approximately $86.4 million (8 1/8 % dividend rate assumed), based upon the twelve months ended December 31, 1994. The Articles provide that the vote of the holders of Cumulative Preferred Stock having a majority of the total number of votes possessed by the holders of the then outstanding shares of Cumulative Preferred Stock will be required to: (a) effect a merger or consolidation with any other corporation, or sell the property of the Company as or substantially as an entirety (other than a mortgage of the Company's assets) or (b) create or issue any unsecured notes, debentures or other unsecured indebtedness, or assume any such unsecured securities, for purposes other than the refunding of outstanding unsecured securities theretofore issued or assumed by the Company, if immediately after such issue or assumption the total principal amount of all such unsecured securities issued or assumed by the Company and then outstanding would exceed 20% of the aggregate of (i) the total principal amount of all secured indebtedness issued or assumed by the Company and then outstanding plus (ii) the capital and surplus of the Company; provided that if such approval is sought at a meeting of holders of the Cumulative Preferred Stock the approval of only the holders of a majority of the Cumulative Preferred Stock represented at such meeting, and constituting a quorum, shall be required. Under this provision, the Company at December 31, 1994 could have incurred additional unsecured indebtedness approximating $78.3 million. Articles of Incorporation The Articles require a vote of the holders of 80% of the outstanding shares of capital stock possessing full voting power for the election of directors, considered as one class ("Voting Shares"), in order for the Company to enter into a merger, consummate a sale of a substantial amount of assets or enter into certain other transactions (each a "Business Combination") with any beneficial holder (a "Substantial Stockholder") of 5% or more of the Company's outstanding Common Stock unless two-thirds of the Continuing Directors (generally those in office before the Substantial Stockholder became a Substantial Stockholder or directors elected by such Continuing Directors) approve the Business Combination, in which case a vote of the holders of a majority of the capital stock entitled to vote is required to approve the Business Combination. A majority vote of the holders of capital stock entitled to vote would also be sufficient if (i) the percentage premium over fair market value paid to each stockholder of any class of capital stock is at least as great as the ratio of (x) the highest price paid for such capital stock by the Substantial Stockholder in the previous two years to (y) the fair market value of such stock prior to the Substantial Stockholder's initial acquisition of stock within the previous two years, (ii) the per share consideration received by stockholders is at least as much as the greatest of: (a) the highest price paid by the Substantial Stockholder for stock of the same class, (b) the fair market value of the stock and (c) the book value of the stock, (iii) the consideration paid by the Substantial Stockholder to other stockholders is either cash or the same form used by the Substantial Stockholder in acquiring stock prior to the Business Combination, (iv) certain changes in the capitalization of the Company do not occur between the time the Substantial Stockholder acquires a 5% interest and the consummation of the Business Combination and (v) the Substantial Stockholder delivers to the holders of all voting stock an 5 information statement indicating the views of the Continuing Directors and, if requested by the Continuing Directors, containing the opinion of an investment banking firm on the fairness of the Business Combination. The affirmative vote of the holders of 80% of the voting power of the then outstanding Voting Shares or two-thirds of the Continuing Directors is required to amend or repeal the above described provision or to adopt a provision inconsistent therewith. Miscellaneous None of the Cumulative Preferred Stock, including the New Preferred Stock, has any preemptive or conversion rights. Transfer Agent and Registrar The Transfer Agent and Registrar for the New Preferred Stock will be Chemical Bank, New York, New York. DESCRIPTION OF THE NEW BONDS The New Bonds will be issued as one or more new series under the Indenture of Mortgage and Deed of Trust, dated as of September 1, 1944 ("Original Indenture"), between the Company and Harris Trust and Savings Bank ("Principal Trustee") and Mercantile Bank of Joplin (successor to The Joplin National Bank and Trust Company), as Trustees ("Trustees"), as heretofore amended and supplemented and as to be supplemented by a supplemental indenture for each series of New Bonds, which Original Indenture as so amended and supplemented is herein called the "Mortgage." The statements herein concerning the New Bonds and the Mortgage are merely a summary and do not purport to be complete. These statements make use of terms defined in the Mortgage, which has been filed as an Exhibit to the Registration Statement of which this Prospectus is a part, and such statements are qualified in their entirety by reference to said documents. The definitive provisions of the New Bonds will not be determined until the time of sale and, accordingly, the provisions set forth below may be changed and new provisions may be added. The definitive terms of each series of New Bonds are set forth in the Prospectus as amended and supplemented by the Prospectus Supplement by which such New Bonds are offered. General Each series of New Bonds will mature on the date or dates and bear interest, payable semi-annually, at the rate or rates set forth, or determined as set forth, in the Prospectus Supplement by which such series of New Bonds is offered. The Company has designated the principal office of Harris Trust and Savings Bank in Chicago, Illinois, as its office or agency where principal, premium (if any), and interest on the New Bonds will be payable. Unless the Prospectus Supplement with respect to a series of New Bonds provides otherwise, interest on such series of New Bonds will be paid to the person in whose name such New Bond is registered at the close of business on the 15th day of the month preceding the interest payment date in respect thereof. The New Bonds will be issued as fully registered bonds, without coupons, in denominations of $1,000 and integral multiples thereof. The New Bonds will be transferable without any service or other charge by the Company or the Principal Trustee except stamp or other taxes and other governmental charges, if any. (Article I of the Supplemental Indenture relating to each series of New Bonds.) Security The New Bonds will rank pari passu, except as to any sinking fund or similar fund provided for a particular series, with all bonds at any time outstanding under the Mortgage. In the opinion of Spencer, Scott & Dwyer, P.C., counsel for the Company, the Mortgage constitutes a first mortgage lien on substantially all the fixed property and franchises owned by the Company, other than property specifically 6 excepted, subject only to Permitted Encumbrances as defined in the Mortgage and, as to after-acquired property, to liens thereon existing or liens placed thereon at the time of acquisition for unpaid portions of the purchase price. The principal properties subject to the lien of the Mortgage are the electric properties owned by the Company. (Granting and Habendum Clauses and Sections 1.04 and 1.05 of the Mortgage.) The Mortgage contains restrictions on (1) the acquisition of property (other than electric equipment subject to chattel mortgages or similar liens) subject to a prior lien securing indebtedness exceeding 60% of the sum of (i) the fair value of the property and (ii) 166 2/3 % of the amount of bonds issuable on the basis of property additions and (2) the issuance of bonds, withdrawal of cash or release of property on the basis of property additions subject to a prior lien and prior lien bonds. Indebtedness secured by a prior lien on property at the time of its acquisition may not be increased unless the evidences of such increases are pledged with the Principal Trustee. (Sections 1.05, 4.16, 4.18 and 4.20 of the Mortgage.) Issuance of Additional Bonds The Mortgage limits the aggregate principal amount of the bonds at any one time outstanding to $1,000,000,000. (Section 2.01 of the Mortgage as amended by the Fourteenth Supplemental Indenture.) Additional bonds may be issued under the Mortgage in a principal amount equal to (a) 60% of net property additions (as defined in the Mortgage) acquired or constructed subsequent to the date of the execution of the Original Indenture, (b) the principal amount of certain retired bonds or prior lien bonds and (c) the amount of deposited cash. (Article 3 of the Mortgage.) No bonds may be issued as provided in clauses (a) and (c) above, nor as provided in clause (b) above with certain exceptions, unless the net earnings of the Company (as defined in Section 1.06 of the Mortgage) are at least two times the annual interest on all bonds (including the bonds proposed to be issued) and indebtedness secured by a prior lien. (Article 3 of the Mortgage.) Net earnings are computed without deduction of (i) income and profits taxes (as defined in the Mortgage), (ii) expenses or provisions for interest on any indebtedness, or for any sinking or similar fund for retirement of indebtedness, or (iii) amortization of debt discount and expense. (Section 1.06 of the Mortgage.) Property additions must consist of property used or useful in the electric business acquired or constructed by the Company subsequent to the date of execution of the Original Indenture. (Section 1.05 of the Mortgage.) Under the foregoing tests, the Company could issue an additional $74.0 million of First Mortgage Bonds at December 31, 1994 (8.5% interest rate per annum assumed). Cash deposited under clause (c) above may be withdrawn by the Company in an amount equal to the bonds issuable pursuant to clauses (a) and (b) above without regard to net earnings, or may be applied to the purchase or redemption of bonds of any series designated by the Company. (Sections 3.09, 3.10 and 8.11 of the Mortgage.) Redemption Provisions Any provisions relating to the optional and mandatory redemption by the Company of each series of New Bonds will be as set forth in the Prospectus Supplement by which each such series is to be offered. Supplemental indentures under which certain outstanding series of bonds were issued provide for sinking funds for the benefit of such respective series, each applicable only so long as the bonds of such respective series are outstanding. Sinking fund provisions applicable to a series of New Bonds, if any, will be as set forth in the Prospectus Supplement by which such series of New Bonds is to be offered. Maintenance and Replacement Fund The Mortgage does not provide for a Maintenance and Replacement Fund for any series of New Bonds. 7 Dividend Restriction So long as any of the New Bonds are outstanding, the Company will not declare or pay any dividends (other than dividends payable in shares of its Common Stock) or make any other distribution on, or purchase (other than with the proceeds of additional Common Stock financing) any shares of, its Common Stock if the cumulative aggregate amount thereof after August 31, 1944 (exclusive of the first quarterly dividend of $98,000 paid after said date) would exceed the earned surplus (as defined) accumulated subsequent to August 31, 1944, or the date of succession in the event that another company succeeds to the rights and liabilities of the Company by a merger or consolidation. (Section 4.11 of the Mortgage and Article IV of the Supplemental Indenture relating to such series of New Bonds.) Events of Default The Mortgage provides generally that failure for 60 days to pay any interest due on any bonds issued thereunder; failure to pay when due the principal of any bonds issued under the Mortgage or the principal of or interest on any outstanding prior lien bonds; failure to perform or observe for 90 days after notice of such failure any other of the covenants, agreements or conditions of the Mortgage, indentures supplemental thereto or any of the bonds issued thereunder; and the occurrence of insolvency, bankruptcy, receivership or similar events, constitute defaults. (Section 9.01 of the Mortgage.) Upon the occurrence and continuation of a default, either of the Trustees, or the holders of not less than 25% in principal amount of the outstanding bonds may declare the bonds immediately due and payable, but the holders of a majority in principal amount of the bonds may annul such declaration and its consequences if such default has been cured. (Section 9.01 of the Mortgage.) The holders of not less than 75% in principal amount of the outstanding bonds (including not less than 60% in aggregate principal amount of bonds of each series) may waive any default under the Mortgage, except a default in payment of principal of, or premium or interest on, the bonds and a default arising from the creation of any lien prior to or on a parity with the lien of the Mortgage. (Section 9.21 of the Mortgage.) The Company is required to file with the Principal Trustee such information, documents and reports with respect to compliance by the Company with the conditions and covenants of the Mortgage as may be required by the rules and regulations of the Securities and Exchange Commission. No periodic evidence is required to be furnished, however, as to the absence of default. (Article 9 of the Mortgage.) Modification of the Mortgage The Mortgage and the rights of bondholders may be modified with the consent (in writing or given at a meeting of bondholders) of the holders of not less than 60% in principal amount of the bonds then outstanding or, in the event that all series are not so affected, of not less than 60% in principal amount of the outstanding bonds of all series which may be affected by any such modification voting together. Without the consent of the holder of each bond affected, the bondholders have no power to (a) extend the time of payment of the principal of or interest on any bonds, (b) reduce the principal amount thereof or the rate of interest thereon or otherwise modify the terms of payment of principal or interest, (c) permit the creation of any lien ranking prior to or on a parity with the lien of the Mortgage with respect to any of the Mortgaged Property, (d) deprive any non-assenting bondholder of a lien upon the Mortgaged Property for the security of such bondholder's bonds or (e) reduce the percentage of bondholders authorized to take such action. Such prohibition against modification does not prevent abolition of or changes in any sinking or other fund. (Article 15 of the Mortgage, as amended by the Twenty-Fourth Supplemental Indenture.) Concerning the Trustees The Company maintains a line of credit with the Principal Trustee and has other banking and trust relationships with each of the Trustees. The Mortgage provides that the holders of a majority in principal amount of the outstanding bonds will have the right to require the Trustees to take certain action on behalf of the bondholders but under 8 certain circumstances the Trustees may decline to follow such directions or to exercise certain of their powers. Prior to taking such action the Trustees are entitled to indemnity satisfactory to the Trustees against costs, expenses and liabilities that may be incurred in the course of such action. This right does not, however, impair the absolute right of any bondholder to enforce payment of the principal of and interest on his bond when due. (Sections 9.16 and 9.17 of the Mortgage.) PLAN OF DISTRIBUTION The Company may sell the Securities in any of the following ways: (i) through underwriters or dealers; (ii) directly to a limited number of purchasers or to a single purchaser; or (iii) through agents. The Prospectus Supplement with respect to the Securities being offered thereby sets forth the terms of the offering of such Securities, including the name or names of any underwriters, the purchase price of such Securities and the proceeds to the Company from such sale, any underwriting discounts and other items constituting underwriters' compensation, any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers and any securities exchanges on which such Securities may be listed. Only underwriters named in a Prospectus Supplement are deemed to be underwriters in connection with the Securities offered thereby. If underwriters are used in the sale of the Securities, such Securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The Securities may be offered to the public either through underwriting syndicates (which may be represented by managing underwriters designated by the Company) or directly by one or more underwriters acting alone. Unless otherwise set forth in the Prospectus Supplement, the obligations of the underwriters to purchase the Securities of the series offered thereby will be subject to certain conditions precedent, and the underwriters will be obligated to purchase all such Securities if any are purchased. Any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time. The Securities may be sold directly by the Company or through agents designated by the Company from time to time. The Prospectus Supplement with respect to any of the Securities sold in this manner sets forth the name of any agent involved in the offer or sale of such Securities as well as any commissions payable by the Company to such agent. Unless otherwise indicated in the Prospectus Supplement, any such agent is acting on a best efforts basis for the period of its appointment. If dealers are utilized in the sale of any of the Securities, the Company will sell such Securities to the dealers, as principal. Any dealer may then resell such Securities to the public at varying prices to be determined by such dealer at the time of resale. The name of any dealer and the terms of the transaction will be set forth in the Prospectus Supplement with respect to such Securities being offered thereby. It has not been determined whether any of the Securities will be listed on a securities exchange. Underwriters will not be obligated to make a market in any of the Securities. The Company cannot predict the activity or liquidity of trading in any of the Securities. Agents, underwriters and dealers may be entitled under agreements entered into with the Company to indemnification by the Company against certain civil liabilities, including liabilities under the Securities Act of 1933, or to contribution with respect to payments which the agents, underwriters or dealers may be required to make in respect thereof. Agents, underwriters and dealers may be customers of, engage in transactions with, or perform services for the Company in the ordinary course of business. 9 LEGAL MATTERS Certain legal matters in connection with the Securities are being passed upon by Spencer, Scott & Dwyer, P.C., Joplin, Missouri; Anderson, Byrd, Richeson & Flaherty, Ottawa, Kansas; Brydon, Swearengen & England, Professional Corporation, Jefferson City, Missouri; and Cahill Gordon & Reindel, New York, New York, counsel for the Company. Certain legal matters are being passed upon for the underwriters or purchasers by Thompson & Mitchell, St. Louis, Missouri. Cahill Gordon & Reindel is relying as to matters of Kansas law upon the opinion of Anderson, Byrd, Richeson & Flaherty, as to matters of Missouri law (except as to matters relating to the approval of the Missouri Public Service Commission) upon the opinion of Spencer, Scott & Dwyer, P.C. and as to matters relating to the approval of the Missouri, Arkansas and Oklahoma public utility commissions upon the opinion of Brydon, Swearengen & England, Professional Corporation. EXPERTS The statements of law and legal conclusions made under "Description of the New Bonds--Security" have been reviewed by Spencer, Scott & Dwyer, P.C. and are included in reliance upon the authority of that firm as experts. As of April 12, 1995, members of Spencer, Scott & Dwyer, P.C. held an aggregate of 6,456 shares of the Company's Common Stock. The audited financial statements and financial statement schedule of the Company incorporated in this Prospectus by reference to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994 have been so incorporated in reliance on the report of Price Waterhouse LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting. 10 No dealer, salesman, or any other person has been authorized to give any information or to make any representations other than those contained in this Prospectus Supplement or the Prospectus in connection with the offer contained in this Prospectus Supplement and the Prospectus and, if given or made, such information or representations must not be relied upon as having been authorized by the Company or any Underwriter. Neither the delivery of this Prospectus Supplement and the Prospectus nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date hereof. This Prospectus Supplement and the Prospectus are not an offer to sell or a solicitation of an offer to buy any security in any jurisdiction in which it is unlawful to make such offer or solicitation. ------------------------- Table of Contents PAGE ------- Prospectus Supplement Summary Information ................... S-2 Use of Proceeds ....................... S-3 Certain Terms of the Bonds ............ S-3 Underwriting .......................... S-5 Prospectus Available Information ................. 2 Incorporation of Certain Documents by Reference .......................... 2 The Company ........................... 3 Use of Proceeds ....................... 3 Description of the New Preferred Stock 3 Description of the New Bonds .......... 6 Plan of Distribution .................. 9 Legal Matters ......................... 10 Experts................................ 10 $30,000,000 The Empire District Electric Company First Mortgage Bonds, 7 3/4 % Series due 2025 ############################################## IMAGE (LOGO) OMITTED ############################################## - ------------------------ Salomon Brothers Inc ----------------------------------------- Prospectus Supplement Dated May 31, 1995 -----END PRIVACY-ENHANCED MESSAGE-----