-----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, FOZoDMroszn+1v8tvEqo9c04PdeOzleAcRxwkZbTHlm6D2qFVlOrv3CcqELs5OJZ 6gEJGDejGKltU9bRPnijow== 0000922907-99-000092.txt : 19990922 0000922907-99-000092.hdr.sgml : 19990922 ACCESSION NUMBER: 0000922907-99-000092 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990921 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UTILICORP UNITED INC CENTRAL INDEX KEY: 0000066960 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 440541877 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: SEC FILE NUMBER: 001-03562 FILM NUMBER: 99714748 BUSINESS ADDRESS: STREET 1: 20 WEST NINTH STREET STREET 2: 911 MAIN STE 3000 CITY: KANSAS CITY STATE: MO ZIP: 64105-1711 BUSINESS PHONE: 8164216600 MAIL ADDRESS: STREET 1: PO BOX 13287 CITY: KANSAS CITY STATE: MO ZIP: 64199-3287 FORMER COMPANY: FORMER CONFORMED NAME: MISSOURI PUBLIC SERVICE CO DATE OF NAME CHANGE: 19850516 8-A12B 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 UTILICORP UNITED INC. (Exact name of registrant as specified in its charter) Delaware 44-0541877 (State of incorporation or organization) (I.R.S. Employer Identification No.) 20 West Ninth Street, Kansas City, Missouri 64105 (Address of principal executive offices) (Zip Code) Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered Premium Equity Participating Security Units The New York Stock Exchange, Inc. - ------------------------------------------- --------------------------------- - ------------------------------------------- --------------------------------- - ------------------------------------------- --------------------------------- If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [X] If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box.[ ] Securities Act registration statement file number to which this form relates: Registration File Nos. 333-86299 - -------------------------------------------------------------------------------- Securities to be registered pursuant to Section 12(g) of the Act: None (Title of Class) INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 1. Description of Registrant's Securities to be Registered. The class of securities to be registered hereby are the Premium Equity Participating Security Units (the "PEPS Units") of UtiliCorp United Inc., a Delaware corporation. A description of the PEPS Units is set forth in the Prospectus Supplement dated September 16, 1999, and filed with the Commission pursuant to Rule 424 on September 17, 1999, to the Prospectus contained in the registration statement on Form S-3 (the "Form S-3") of UCU Capital Trust I and UtiliCorp United, Inc. (Registration Nos. 333-86299 and 333-86299-01), which description is incorporated herein by reference. Item 2. Exhibits. *1(a) --Prospectus and Prospectus Supplement (Rule 424(b)(5) filing made by UtiliCorp United Inc. on September 17, 1999.) *4(a)(1) --Indenture, dated as of November 1, 1990, between UtiliCorp United Inc. and The First National Bank of Chicago, Trustee. (Exhibit 4(a) to UtiliCorp United's Current Report on Form 8-K, dated November 30, 1990.) *4(a)(2) --Form of Supplemental Indenture. (Exhibit 4(d)(11) to UtiliCorp United Inc.'s Registration Statement No. 333-6707.) *4(b) --Form of Registration Rights Agreement between UtiliCorp United Inc. and First Chicago Trust Company of New York, as Rights Agent (Exhibit 4 to UtiliCorp United Inc's Quarterly Report on Form 10-Q for the period ended September 30, 1996.) *4(c) --Form of Guarantee Agreement to be delivered by UtiliCorp United Inc. (Exhibit 4(h) to the Form S-3.) *4(d) --Certificate of Trust of UCU Capital Trust I. (Exhibit 4(i) to the Form S-3.) 4(e) --Certificate of Amendment of the Certificate of Trust of UCU Capital Trust I. *4(f) --Declaration of Trust of UCU Capital Trust I, dated August 30, 1999. (Exhibit 4(j) to the Form S-3.) *4(g) --Form of Amended and Restated Declaration of Trust of UCU Capital Trust I. (Exhibit 4(k) to the Form S-3.) 2 *4(h) --Form of Preferred Security. (included as Exhibit A to the Form of Amended and Restated Declaration of Trust filed as Exhibit 4(k) to the Form S-3.) *4(i) --Form of Purchase Contract Agreement. (Exhibit 4(m) to the Form S-3.) *4(j) --Form of Pledge Agreement. (Exhibit 4(n) to the Form S-3.) *4(k) --Form of Certificate Evidencing PEPS Units. (included as Exhibit A to the Form of Purchase Contract Agreement filed as Exhibit 4(m) to the Form S-3.) *4(l) --Form of Certificate Evidencing Treasury PEPS Units. (included as Exhibit B to the Form of Purchase Contract Agreement filed as Exhibit 4(m) to the Form S-3.) * Incorporated herein by reference. 3 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. UTILICORP UNITED INC. By: /s/ Dale J. Wolf Name: Dale J. Wolf Title: Vice President, Finance, Treasurer and Corporate Secretary (Duly authorized representative) Date: September 21, 1999 EX-4 2 Exhibit 4(e) CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF TRUST OF UCU CAPITAL TRUST I THIS Certificate of Amendment of the Certificate of Trust of UCU Capital Trust I (the "Trust"), dated September 21, 1999 is being duly executed and filed by the undersigned trustees to amend a business trust formed under the Delaware Business Trust Act (12 Del. C. ss. 3801, et seq.). 1. Name. The name of the business trust amended hereby is UCU Capital Trust I. 2. Amendment of Trust. The Certificate of Trust of the Trust is hereby amended by changing the name and address of the Delaware Trustee from Chase Manhattan Bank Delaware, 1201 Market Street, Wilmington, Delaware, 19801, Attention: Corporate Trust Administration to Bank One Delaware, Inc., Christiana Center, 201 North Walnut Street, Wilmington, Delaware 19801, Attention: Legal Department/First USA. 3. Effective Date. This Certificate of Amendment shall be effective upon filing with the Secretary of State of the State of Delaware. IN WITNESS WHEREOF, the undersigned, being trustees of the Trust, have executed this Certificate of Amendment as of the date first above written. BANK ONE DELAWARE, INC., not in its individual capacity but solely as trustee By: /s/ Steven M. Wagner Name: Steven M. Wagner Title: Vice President DALE J. WOLF, not in his individual capacity but solely as trustee /s/ Dale J. Wolf 4 -----END PRIVACY-ENHANCED MESSAGE-----