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| EDE > SEC Filings for EDE > Form 8-K on 30-Mar-2009 | All Recent SEC Filings |
30-Mar-2009
Entry into a Material Definitive Agreement, Creation of a Direct Fina
On March 27, 2009, The Empire District Electric Company (the "Company") issued $75 million aggregate principal amount of First Mortgage Bonds, 7.00% Series due 2024 (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 March 20, 2009. The Bonds were sold pursuant to a Purchase Agreement dated as of March 20, 2009 among Banc of America Securities LLC, Edward D. Jones & Co., L.P., Incapital LLC and the Company.
The Company will pay interest on the Bonds at the rate of 7.00% per annum payable monthly on the first day of each month, beginning May 1, 2009. The Bonds will mature on April 1, 2024.
The Company may redeem some or all of the Bonds at any time and from time to time, on or after April 1, 2012 and before their maturity date, at the Company's option, at 100% of the principal amount of the Bonds, together with accrued and unpaid interest, if any, to the redemption date. In addition, the Company will be required to redeem the Bonds at the option of the representative of any deceased beneficial owner (subject to certain limitations and conditions) at 100% of the principal amount of the Bonds, together with accrued and unpaid interest.
The terms of the Bonds are set forth in the Thirty-Fourth Supplemental Indenture of Mortgage and Deed of Trust dated as of March 27, 2009, 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 repay short-term debt which was incurred, in part, to fund our current construction program.
Attached as Exhibit 4.1 to this current report, and incorporated herein by reference, is the Thirty-Fourth Supplemental Indenture of Mortgage and Deed of Trust dated as of March 27, 2009.
The information set forth in Item 1.01 is incorporated herein by reference.
On March 27, 2009, Spencer, Scott & Dwyer, P.C., counsel to the Company, issued an opinion and consent (attached hereto as Exhibit 5.1 and 23.1, respectively, and incorporated herein by reference) as to the validity of the Bonds.
(d) Exhibits
4.1 Thirty-Fourth Supplemental Indenture, dated as of March 27, 2009, 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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