Exhibit 4(u)
THE EMPIRE DISTRICT ELECTRIC COMPANY
______________________________________________________________________________
CERTIFICATE OF DESIGNATION
DESCRIPTION AND CERTAIN TERMS OF SERIES __
PREFERENCE STOCK, NO PAR VALUE
______________________________________________________________________________
The Empire District Electric Company (the "Company"), a corporation
organized and existing under and by virtue of the General Corporation Code of
the State of Kansas.
DOES HEREBY CERTIFY as follows:
1. That pursuant to Article IV of the Restated Articles of
Incorporation, as amended, of the Company (the "Articles"), the Company has
authorized 2,500,000 shares of Preference Stock, no par value, of which [ ]
shares are now outstanding. The Board of Directors of the Company is
expressly authorized under the Company's Articles to fix, to the extent
permitted by law, certain of the terms with respect to each particular
series of Preference Stock (other than the Series A Participating
Preference Stock, the terms of which are set forth in Article IV of the
Articles).
2. That the Board of Directors of the Company, at a meeting duly
convened and held on *A*, at which a quorum was present and voting
throughout, duly adopted the following resolution fixing the designations,
preferences, voting powers and relative and other rights and
qualifications, limitations and restrictions other than those which apply
to all series of Preference Stock of the Company, irrespective of any
variations between the different Series (for a statement of which reference
is made to said aforesaid Article IV) and authorizing the issuance of a new
series of Preference Stock as follows:
RESOLVED, There has been created by the Board of Directors, a series of
preference stock limited to *B* shares, no par value, authorized and unissued,
known as "Series *C* Preference Stock" (the "Series *C* Preference Stock").
Shares of said series have, in addition to the general terms and characteristics
of all the authorized shares of preference stock of the corporation, as set
forth in its Restated Articles of Incorporation, the following terms and
characteristics as fixed by the Board of Directors:
(a) The holders of Series *C* Preference Stock shall be entitled to
receive cumulative dividends, if and when declared payable by the Board of
Directors, at the rate of *D* % per annum from the date of original issue
on all shares issued before *E*,
which date shall be the first dividend payment date for said series and
payable thereafter on *F*.
(b) [The holders of Series *C* Preference Stock shall be entitled to
receive in the case of redemption thereof, at any time, at the option of
the Company, in whole or in part, $*G* per share prior to *H* and at the
following applicable prices per share during the respective 12-month
periods ending *I* of the years indicated:
Optional Optional
Redemption Redemption
Year Premium Year Premium
---- ------- ---- -------
*J* *K* *J* *K*
and at *L* per share thereafter; in each case, plus accrued and unpaid
dividends thereon to the date fixed for redemption, whether or not earned
or declared,] *M* [provided that such Series *C* Preference Stock shall not
be redeemable, directly or indirectly, prior to *N* with the proceeds of
borrowed funds, or the issue of any stock ranking prior to or on a parity
with the Series *C* Preference Stock, having a cost of money (before
deduction of commissions and expenses) to the Company lower than *O* % per
annum] *P*
(c) [In the case of a mandatory sinking fund, except to the extent
prevented from doing so by restrictions contained in the Articles or in any
mortgage, indenture or loan agreement of the Company or to the extent
prevented from doing so for any other reason, on *Q* and on each *R*
thereafter so long as any shares of the Series *C* Preference Stock are
outstanding, redeem *S* such shares (or all such shares outstanding on any
such *R* if less than *S*), in each case at the sinking fund redemption
price of $*T* per share plus accrued and unpaid dividends thereon to the
date fixed for redemption. The obligation of the Company to redeem the
shares of Series *C* Preference Stock pursuant to this sub-paragraph (c)
shall be cumulative so that if it shall be prevented by the aforesaid
restriction from redeeming on any such *R* the number of such shares which
in the absence of such restrictions it would be required to redeem on such
date, the number of such shares not so redeemed shall be redeemed as soon
as the Company shall not be so prevented from redeeming the shares of the
stock of such series] *U*. Any purchase or other acquisition of shares of
Series *C* Preference Stock pursuant to sub-paragraph (b) and (d) hereof by
the corporation shall constitute a credit against any sinking fund
retirement required by this sub-paragraph (c).
(d) The Company may increase the number of shares of the stock of such
series to be redeemed on any *R* commencing *Q* pursuant to sub-paragraph
(c), at the sinking fund redemption price of $*T* per share plus accrued
and unpaid dividends to the date fixed for redemption, by a number of
shares not to exceed *V* shares on any one such date; provided, however,
that the aggregate of such increase in the number of shares redeemed
pursuant to sub-paragraph (c) which are effected pursuant to this
sub-paragraph (d) shall not exceed *W*] *X*.
-2-
(e) [All redemptions pursuant to sub-paragraphs (b), (c) and (d)
hereof shall be by lot or pro rata as the Board of Directors may determine,
among the holders of the Series *C* Preference Stock. All shares of the
Series *C* Preference Stock redeemed pursuant to sub-paragraph (b), (c) and
(d), and all such shares purchased or otherwise acquired by the Company
shall be deemed to be, and shall be restored to the status of, authorized
and unissued shares of preference stock of no par value, each undesignated
as to series, and shall not be reissued as shares of such series.] *Y*
(f) [The holders of Series *C* Preference Stock shall be entitled to
convert or exchange the Series *C* Preference Stock for shares of *Z* stock
of the Company [at its option] [upon the happening of [specify event]].
Appropriate adjustments shall be made to this Certificate of Designation,
including the term "Preference Stock," to give effect to each such
conversion or exchange.]
(g) The holders of Series *C* Preference Stock shall be entitled to
receive in the case of voluntary or involuntary liquidation, dissolution or
winding up of the Company, the same amount per share as is then payable in
the case of redemption, plus accrued and unpaid dividends thereon, whether
or not earned or declared.
IN WITNESS WHEREOF, The Empire District Electric Company has caused this
Certificate to be signed by its Vice President - Finance and its corporate seal
to be affixed and attested by its Secretary-Treasurer, this [ ] day of [ ], [ ].
THE EMPIRE DISTRICT ELECTRIC COMPANY
By:
------------------------------------
Name:
Title: Vice President - Finance
Attest:
________________________
Secretary- Treasurer
-3-
LEGEND
The following descriptions correspond to the dates, amounts and other
information not contained in this Form of Certificate of Designation, and are to
be determined as appropriate for each series of Preference Stock.
*A* Insert applicable Board of Directors meeting date
*B* Insert number of shares authorized for such series
*C* Insert applicable series
*D* Insert applicable dividend payment rate
*E* Insert first dividend payment date
*F* Insert dividend payment date(s)
*G* Insert applicable redemption amount
*H* Insert first redemption date
*I* Insert applicable annual redemption date, month and day
*J* Insert applicable year
*K* Insert applicable redemption amount
*L* Insert applicable redemption amount
*M* Delete or revise to reflect actual redemption provisions, if any
*N* Insert refunding date
*O* Insert applicable rate
*P* Delete or revise to reflect actual refunding protection, if any
*Q* Insert first sinking fund date
*R* Insert applicable annual sinking fund date, month and year
*S* Insert applicable number of shares to be redeemed annually under the
sinking fund
*T* Insert applicable sinking fund redemption price
*U* Delete or revise to reflect actual sinking fund provision, if any
*V* Insert applicable number of additional shares which the Company may redeem
annually under the sinking fund
*W* Insert applicable limit to aggregate number of additional shares which the
Company may redeem under the sinking fund
*X* Delete or revise to reflect actual additional sinking fund allowance
provisions, if any
*Y* Delete or revise to reflect any redemption or sinking fund provision
*Z* Insert applicable security.
