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EDE > SEC Filings for EDE > Form 8-K on 1-Jun-2012All Recent SEC Filings

Show all filings for EMPIRE DISTRICT ELECTRIC CO | Request a Trial to NEW EDGAR Online Pro

Form 8-K for EMPIRE DISTRICT ELECTRIC CO


1-Jun-2012

Creation of a Direct Financial Obligation or an Obligation under an O


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

On June 1, 2012, The Empire District Electric Company (the "Company") announced the conclusion of the second settlement related to a Bond Purchase Agreement dated as of April 2, 2012, for a private placement of $88,000,000 aggregate principal amount of its 3.58% Series First Mortgage bonds due 2027. The first settlement of $38,000,000 occurred on April 2, 2012. Today's settlement of $50,000,000 completes the private placement transaction. All bonds of this new series will mature on April 2, 2027. Interest is payable semi-annually on the bonds on each April 2 and October 2, commencing October 2, 2012.

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 April 2, 2012, by and among the Company and the purchasers named therein, and the Thirty-Eighth Supplemental Indenture of Mortgage and Deed of Trust dated as of April 2, 2012, 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 bonds have not been 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 April 2, 2012, attached as Exhibit 4.1 to the Company's Current Report on Form 8-K dated April 2, 2012, and the Thirty-Eighth Supplemental Indenture of Mortgage and Deed of Trust, dated as of April 2, 2012, attached as Exhibit 4.2 to the Company's Current Report on Form 8-K dated April 2, 2012, each incorporated herein by reference.



Item 8.01 Other Events

On June 1, 2012, 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.




Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

4.1 Bond Purchase Agreement, dated as of April 2, 2012, 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 April 2, 2012, and filed April 2, 2012, File No. 1-3368)

4.2 Thirty-Eighth Supplemental Indenture, dated as of April 2, 2012, 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. (Incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K dated April 2, 2012, and filed April 2, 2012, File No. 1-3368)

99.1 Press Release dated June 1, 2012


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