Attached files
| file | filename |
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| EX-99.1 - PRESS RELEASE - EMPIRE DISTRICT ELECTRIC CO | ex99_1.htm |
| EX-4.2 - FORTIETH SUPPLEMENTAL INDENTURE - EMPIRE DISTRICT ELECTRIC CO | ex4_2.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): December 1, 2014
THE EMPIRE DISTRICT ELECTRIC COMPANY
(Exact name of registrant as specified in its charter)
Kansas
(State or other jurisdiction of incorporation)
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1-3368
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44-0236370
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(Commission File Number)
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(IRS Employer Identification Number)
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602 S. Joplin Avenue, Joplin, Missouri
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64801
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
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(417) 625-5100
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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 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))
Item 1.01. Entry Into a Material Definitive Agreement.
On December 1, 2014, The Empire District Electric Company (the “Company”) announced the settlement related to the Bond Purchase Agreement dated as of October 15, 2014, for a private placement of $60.0 million of 4.27% First Mortgage Bonds due 2044. The 4.27% First Mortgage Bonds will mature on December 1, 2044, and interest will be payable semi-annually on the bonds on each June 1 and December 1, commencing June 1, 2015.
The bonds may be redeemed, 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 Bond Purchase Agreement, dated as of October 15, 2014, by and among the Company and the purchasers named therein, and the Fortieth Supplemental Indenture of Mortgage and Deed of Trust dated as of December 1, 2014, 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 Company expects to use the proceeds from the sale of the bonds to refinance existing short-term indebtedness and for general corporate purposes.
The bonds have not been, and will not be, registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any security.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Bond Purchase Agreement, dated as of October 15, 2014, attached as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated October 15, 2014, and the Fortieth Supplemental Indenture of Mortgage and Deed of Trust, dated as of December 1, 2014, attached hereto as Exhibit 4.2, each incorporated herein by reference.
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 December 1, 2014, the Company issued a press release announcing the issuance of the bonds. A copy of the press release is furnished herewith as Exhibit 99.1.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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4.1
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Bond Purchase Agreement, dated as of October 15, 2014, by and among the Company and the Purchasers named therein. (Incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K dated October 15, 2014, and filed October 16, 2014, File No. 1-3368)
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4.2
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Fortieth Supplemental Indenture, dated as of December 1, 2014, to the Indenture of Mortgage and Deed of Trust dated as of September 1, 1944, as amended and supplemented, by and among the Company, The Bank of New York Mellon Trust Company, N.A. and UMB Bank & Trust, N.A.
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99.1
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Press Release dated December 1, 2014.
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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.
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THE EMPIRE DISTRICT ELECTRIC COMPANY
By: /s/ Laurie A. Delano
Name: Laurie A. Delano
Title: Vice President - Finance & Chief
Financial Officer
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Dated: December 2, 2014
EXHIBIT INDEX
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Exhibit
Number
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Description
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4.1
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Bond Purchase Agreement, dated as of October 15, 2014, by and among the Company and the Purchasers named therein. (Incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K dated October 15, 2014, and filed October 16, 2014, File No. 1-3368).
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4.2
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Fortieth Supplemental Indenture, dated as of December 1, 2014, to the Indenture of Mortgage and Deed of Trust dated as of September 1, 1944, as amended and supplemented, by and among the Company, The Bank of New York Mellon Trust Company, N.A. and UMB Bank & Trust, N.A.
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99.1
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Press Release dated December 1, 2014.
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