-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BSy6MipNDhm7n0nZO3u708VtA54cb7Fh6PLW4WHWwhkrQKuXQcejuVYLUu5kIuZ3 aLroSA7vIjsyGlztMu7c3A== 0001104659-04-000397.txt : 20040108 0001104659-04-000397.hdr.sgml : 20040108 20040108123811 ACCESSION NUMBER: 0001104659-04-000397 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040108 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040108 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03368 FILM NUMBER: 04514929 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 8-K 1 a04-1124_18k.htm 8-K

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C.  20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):  January 8, 2004

 

THE EMPIRE DISTRICT ELECTRIC COMPANY

(Exact name of registrant as specified in charter)

 

 

 

Kansas

(State or other jurisdiction of incorporation)

 

 

 

1-3368

 

44-0236370

(Commission File Number)

 

(IRS Employer Identification Number)

 

 

 

602 Joplin Street, Joplin, Missouri

 

64801

(Address of principal executive offices)

 

(Zip Code)

 

 

 

Registrant’s telephone number, including area code: (417) 625-5100

 

 

 

Not applicable

(Former name or former address, if changed since last report)

 

 

 

Item 5.             Other Events and Regulation FD Disclosure.

 

Attached hereto as Exhibit 99 is an opinion of Anderson, Byrd, Richeson, Flaherty & Henrichs regarding the legality of Empire’s issuance and sale of 300,000 shares of common stock, which exhibit is incorporated by reference herein. This exhibit is filed herewith pursuant to Item 601 of Regulation S-K under the Securities Act of 1933 in lieu of filing as an exhibit to Empire’s registration statement on Form S-3 (File No. 333-107687), and, as this current report on Form 8-K is incorporated by reference in such registration statement, is set forth in full in such registration statement.

 

Item 7.             Financial Statements and Exhibits.

 

(c)     Exhibits.  The following exhibit is filed herewith:

 

Exhibit No.

 

Description

99

 

Opinion of Anderson, Byrd, Richeson, Flaherty & Henrichs regarding the legality of Empire’s issuance and sale of 300,000 shares of common stock. This exhibit is filed herewith pursuant to Item 601 of Regulation S-K under the Securities Act of 1933 in lieu of filing as an exhibit to Empire’s registration statement on Form S-3 (File No. 333-107687), and, as this current report on Form 8-K is incorporated by reference in such registration statement, is set forth in full in such registration statement.

 

2

 

SIGNATURE

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

THE EMPIRE DISTRICT ELECTRIC COMPANY

 

 

 

 

By:

/s/ G.A. Knapp

 

 

Name: Gregory A. Knapp

 

 

Title:

Vice President – Finance and Chief
Financial Officer

 

 

 

Dated:  January 8, 2004

 

 

 

3

 

EXHIBIT INDEX

 

Exhibit No.

 

Description

99

 

Opinion of Anderson, Byrd, Richeson, Flaherty & Henrichs regarding the legality of Empire’s issuance and sale of 300,000 shares of common stock. This exhibit is filed herewith pursuant to Item 601 of Regulation S-K under the Securities Act of 1933 in lieu of filing as an exhibit to Empire’s registration statement on Form S-3 (File No. 333-107687), and, as this current report on Form 8-K is incorporated by reference in such registration statement, is set forth in full in such registration statement.

 

4

 EX-99 3 a04-1124_1ex99.htm EX-99

Exhibit 99

 

[Letterhead of Anderson, Byrd, Richeson, Flaherty & Henrichs]

 

 

January 8, 2004

 

 

The Empire District Electric Company

602 Joplin Street

Joplin, Missouri  64801

 

Re:          SEC Registration Statement on Form S-3 (File No. 333-107687)

 

Ladies and Gentlemen:

 

We are acting as counsel for The Empire District Electric Company, a Kansas corporation (the “Company”), in connection with the registration under the Securities Act of 1933, as amended (the “Act”), pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-107687), as amended by Amendment No. 1 thereto (the “Registration Statement”), of up to $200,000,000 principal amount of shares of the Company’s Common Stock, par value $1.00 (the “New Common Stock”), and the related Preference Stock Purchase Rights (the “Rights”) and/or shares of the Company’s Preference Stock, no par value (the “New Preference Stock”) and/or one or more series of the Company’s unsecured debt securities (the “New Debt Securities”) and/or one or more series of the Company’s First Mortgage Bonds.

 

On January 8, 2004, the Company issued and sold 300,000 shares of New Common Stock (the “Issued Stock”) covered by the Registration Statement, with each such share issued with an attached Right (the “Issued Rights”).

 

We advise you that in our opinion:

 

1.             The Company is a corporation duly organized and validly existing under the laws of the State of Kansas.

 

2.             The Issued Stock has been duly authorized and legally issued, and is fully paid and non-assessable.

 

3.             The Issued Rights have been duly authorized and legally issued.

 

1

 

We hereby consent to the use of a copy of this opinion as an exhibit to said Registration Statement.  We also consent to the use of our name and the making of the statements with respect to our firm in the Registration Statement and the Prospectus constituting a part thereof.

 

 

 

Sincerely,

 

 

 

 

 

 

 

 

 

 

 

/s/ James G. Flaherty

 

 

 

 

 

 

 

 

 

 

 

James G. Flaherty

 

 

 

jflaherty@abrfh.com

 

 

 

 

 

JGF:rr

 

 

 

 

2

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