empire8k_052810.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 28, 2010

THE EMPIRE DISTRICT ELECTRIC COMPANY

(Exact name of registrant as specified in its charter)

Kansas

(State or other jurisdiction of incorporation)

1-3368		44-0236370
(Commission File Number)		(IRS Employer Identification Number)

602 S. Joplin Avenue, 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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 1 – REGISTRANT’S BUSINESS AND OPERATIONS

Item 1.01. Entry Into a Material Definitive Agreement.

On May 28, 2010, The Empire District Electric Company (the “Company”) issued $100 million aggregate principal amount of First Mortgage Bonds, 4.65% Series due 2020 (the “Bonds”).

The Bonds were offered and sold pursuant to the shelf registration statement on Form S-3 (File Nos. 333-152729 under the Securities Act) filed with the U.S. Securities and Exchange Commission (the “Commission”), which became effective on August 15, 2008, and a prospectus supplement dated as of May 24, 2010. The Bonds were sold pursuant to a Purchase Agreement dated as of May 24, 2010 among Banc of America Securities LLC, Wells Fargo Securities, LLC, Morgan Keegan & Company, Inc., U.S. Bancorp Investments, Inc. and the Company.

The Company will pay interest on the Bonds at the rate of 4.65% per annum payable semi-annually on each June 1 and December 1, beginning December 1, 2010. The Bonds will mature on June 1, 2020.

The Bonds are redeemable, at the Company’s option, at any time prior to maturity, at par plus a make whole premium, together with accrued and unpaid interest, if any, to the redemption date.

The terms of the Bonds are set forth in the Thirty-Fifth Supplemental Indenture of Mortgage and Deed of Trust dated as of May 28, 2010, by and among the Company and The Bank of New York Mellon Trust Company, N.A., as principal trustee, and UMB Bank & Trust, N.A., as Missouri trustee.

The proceeds of the Bonds will be used to redeem all $50.0 million of the Company’s outstanding 8½% trust preferred securities of Empire District Electric Trust I, which are expected to be redeemed on or prior to June 30, 2010, including the payment of accumulated but unpaid distributions and to repay short-term debt incurred to fund the repayment of a portion of the 6½% first mortgage bonds due 2010 of the Company that were paid at maturity on April 1, 2010.

Attached as Exhibit 4.1 to this current report, and incorporated herein by reference, is the Thirty-Fifth Supplemental Indenture of Mortgage and Deed of Trust dated as of May 28, 2010.

SECTION 2 – FINANCIAL INFORMATION

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 is incorporated herein by reference.

SECTION 8 – OTHER EVENTS

Item 8.01. Other Events.

On May 28, 2010, Spencer, Scott & Dwyer, P.C., counsel to the Company, issued an opinion and consent (attached hereto as Exhibits 5.1 and 23.1, respectively, and incorporated herein by reference) as to the validity of the Bonds.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

4.1	Thirty-Fifth Supplemental Indenture, dated as of May 28, 2010, to the Indenture of Mortgage and Deed of Trust dated as of September 1, 1944, as amended and supplemented, among the Company, The Bank of New York Mellon Trust Company, N.A. and UMB Bank & Trust, N.A.

5.1

Opinion of Spencer, Scott & Dwyer, P.C., regarding the legality of the Bonds. 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 the Company’s registration statement on Form S-3 (File No. 333-152729), 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.

23.1	Consent of Spencer, Scott & Dwyer, P.C. (included in Exhibit 5.1 above).

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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/ Gregory A. Knapp

Name: Gregory A. Knapp

Title: Vice President - Finance & Chief

Financial Officer

Dated: May 28, 2010

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EXHIBIT INDEX

Exhibit Number		Description
4.1		Thirty-Fifth Supplemental Indenture, dated as of May 28, 2010, to the Indenture of Mortgage and Deed of Trust dated as of September 1, 1944, as amended and supplemented, among the Company, The Bank of New York Mellon Trust Company, N.A. and UMB Bank & Trust, N.A.
5.1		Opinion of Spencer, Scott & Dwyer, P.C., regarding the legality of the Bonds. 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 the Company’s registration statement on Form S-3 (File No. 333-152729), 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.
23.1		Consent of Spencer, Scott & Dwyer, P.C. (included in Exhibit 5.1 above).

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