EXHIBIT 4(j)
DECLARATION OF TRUST
OF
UCU CAPITAL TRUST I
THIS DECLARATION OF TRUST is made as of August 30, 1999 (this
"Declaration"), among UtiliCorp United Inc., a Delaware corporation, as sponsor
(the "Sponsor"), The Chase Manhattan Bank, a New York banking corporation, as
trustee, Chase Manhattan Bank Delaware, a Delaware banking corporation, as
trustee, and Xxxx X. Xxxx, Xxxxx Xxxxxxxxx and Xxxxxxx X. Xxxxx, individuals, as
trustees (collectively, the "Trustees"). The Sponsor and the Trustees hereby
agree as follows:
1. The trust created hereby shall be known as "UCU Capital Trust I"
(the "Trust"), in which name the Trustees or the Sponsor, to the extent provided
herein, may conduct the business of the Trust, make and execute contracts, and
sue and be sued.
2. The Sponsor hereby assigns, transfers, conveys and sets over to the
Trust the sum of $10. Such amount shall constitute the initial trust estate. It
is the intention of the parties hereto that the Trust created hereby constitute
a business trust under Chapter 38 of Title 12 of the Delaware Code, 12 DEL. C.
Sections 3801, ET SEQ. (the "Business Trust Act"), and that this document
constitute the governing instrument of the Trust. The Trustees are hereby
authorized and directed to execute and file a certificate of trust with the
Delaware Secretary of State in accordance with provisions of the Business Trust
Act.
3. The Sponsor and the Trustees will enter into an amended and restated
Declaration of Trust satisfactory to each such party to provide for the
contemplated operation of the Trust created hereby and the issuance of the
Preferred Securities and Common Securities referred to therein. Prior to the
execution and delivery of such amended and restated Declaration of Trust, the
Trustees shall not have any duty or obligation hereunder or with respect of the
trust estate, except as otherwise required by applicable law or as may be
necessary to obtain prior to such execution and delivery any licenses, consents
or approvals required by applicable law or otherwise.
4. The Sponsor, as the Sponsor of the Trust, is hereby authorized, in
its discretion, (i) to prepare and file with the Securities and Exchange
Commission (the "Commission") and to execute, in each case on behalf of the
Trust, (a) a Registration Statement (the "1933 Act Registration Statement"),
including all pre-effective and post-effective amendments thereto, relating to
the registration under the Securities Act of 1933, as amended (the "1933 Act"),
of the Preferred Securities of the Trust and (b) a Registration Statement on
Form 8-A (the "1934 Act Registration Statement"), including all pre-effective
and post-effective amendments thereto, relating to the registration of the
Preferred Securities of the Trust under the Securities Exchange Act of 1934, as
amended; (ii) if and at such time as determined by the Sponsor, to file with the
New York Stock Exchange or any other exchange or the National Association of
Securities Dealers (each, an "Exchange"), and execute on behalf of the Trust one
or more listing applications and all other applications, statements,
certificates, agreements and other instruments
as shall be necessary or desirable to cause the Preferred Securities of the
Trust to be listed on any of the Exchanges; (iii) to negotiate, execute, deliver
and perform on behalf of the Trust an underwriting agreement with one or more
underwriters relating to the offering of the Preferred Securities of the Trust;
(iv) to execute and deliver letters or documents to, or instruments for filing
with, any Sponsor related to the Preferred Securities of the Trust; and (v) to
file and execute on behalf of the Trust, such applications, reports, surety
bonds, irrevocable consents, appointments of attorney for service of process and
other papers and documents that shall be necessary or desirable to register the
Preferred Securities of the Trust under the securities or "Blue Sky" laws of
such jurisdictions as the Sponsor, on behalf of the Trust, may deem necessary or
desirable.
In the event that any filing referred to in this Section 4 is required
by the rules and regulations of the Commission, any Exchange or state securities
or "Blue Sky" laws to be executed on behalf of the Trust by the Trustees, the
Trustees, in their capacities as trustees of the Trust, are hereby authorized to
join in any such filing and to execute on behalf of the Trust any and all of the
foregoing, it being understood that the Trustees, in their capacities as
trustees of the Trust, shall not be required to join in any such filing or
execute on behalf of the Trust any such document unless required by the rules
and regulations of the Commission, an Exchange or state securities or "Blue Sky"
laws.
5. This Declaration may be executed in one or more counterparts.
6. The number of trustees shall initially shall be five (5), and
thereafter the number of trustees shall be such number as shall be set forth in
the amended and restated Declaration of Trust or shall be fixed from time to
time by a written instrument signed by the Sponsor which may increase or
decrease the number of trustees; provided, however, that to the extent required
by the Business Trust Act, one trustee shall either be a natural person who is a
resident of the State of Delaware or, if not a natural person, an entity which
has its principal place of business in the State of Delaware. Subject to the
foregoing, the Sponsor is entitled to appoint or remove without cause any
trustee at any time. Any trustee may resign upon thirty days' prior notice to
the Sponsor.
7. The Sponsor hereby agrees to (i) reimburse the Trustees for all
reasonable expenses (including reasonable fees and expenses of counsel and other
experts) and (ii) indemnify, defend and hold harmless the Trustees and any of
the officers, directors, employees and agents of the Trustees (the "Indemnified
Persons") from and against any and all losses, damages, liabilities, claims,
actions, suits, costs, expenses, disbursements (including the reasonable fees
and expenses of counsel), taxes and penalties of any kind and nature whatsoever
(collectively, "Expenses"), to the extent that such Expenses arise out of or are
imposed upon or asserted at any time against such Indemnified Persons with
respect to the performance of this Declaration, the creation, operation or
termination of the Trust or the transactions contemplated hereby; provided,
however, that the Sponsor shall not be required to indemnify any Indemnified
Person for any Expenses which are a result of the willful misconduct, bad faith
or gross negligence of such Indemnified Person.
8. This Declaration shall be governed by, and construed in accordance
with, the laws of the State of Delaware (without regard to conflict of laws
principles).
9. The Trust may be dissolved and terminated before the issuance of the
Preferred Securities at the election of the Sponsor.
IN WITNESS WHEREOF, the parties hereto have caused this Declaration to
be duly executed as of the day and year first above written.
UTILICORP UNITED INC., as Sponsor
By: /s/ XXXX X. XXXX
---------------------------------
Name: Xxxx X. Xxxx
Title: Vice President-Finance,
Secretary and Treasurer
CHASE MANHATTAN BANK DELAWARE, not
in its individual capacity but solely
as trustee
By: /s/ Xxxxx Xxxxx
------------------------------
Name: Xxxxx Xxxxx
Title: Assistant Vice President
THE CHASE MANHATTAN BANK, not in its
individual capacity but solely as
trustee
By: /s/ X. XXXXXX
-------------------------------------
Name: X. Xxxxxx
Title: Authorized Signer
XXXX X. XXXX, not in his individual
capacity but solely as trustee
/s/ XXXX X. XXXX
------------------------------------
XXXXX XXXXXXXXX, not in her individual
capacity but solely as trustee
/s/ XXXXX X. XXXXXXXXX
------------------------------------
XXXXXXX X. XXXXX, not in his individual
capacity but solely as trustee
/s/ XXXXXXX X. XXXXX
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