-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, R8FebJzZQC9ldMGktAzhIbRI/BQtDdMLn5gNUj/TWfGzCBf7xlKhlDvcyRXgnycz eNy6IbAaKB7sMGzpnHTAuA== 0000922907-99-000057.txt : 19990517 0000922907-99-000057.hdr.sgml : 19990517 ACCESSION NUMBER: 0000922907-99-000057 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990514 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AQUILA GAS PIPELINE CORP CENTRAL INDEX KEY: 0000911535 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 470731171 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-56113 FILM NUMBER: 99623430 BUSINESS ADDRESS: STREET 1: 100 NE LOOP 410 STREET 2: STE 1000 CITY: SAN ANTONIO STATE: TX ZIP: 78216 BUSINESS PHONE: 2103420685 MAIL ADDRESS: STREET 1: 100 NE LOOP 410 STREET 2: STE 1000 CITY: SAN ANTONIO STATE: TX ZIP: 78216 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: UTILICORP UNITED INC CENTRAL INDEX KEY: 0000066960 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 440541877 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 20 WEST NINTH STREET STREET 2: 911 MAIN STE 3000 CITY: KANSAS CITY STATE: MO ZIP: 64105-1711 BUSINESS PHONE: 8164216600 MAIL ADDRESS: STREET 1: PO BOX 13287 CITY: KANSAS CITY STATE: MO ZIP: 64199-3287 FORMER COMPANY: FORMER CONFORMED NAME: MISSOURI PUBLIC SERVICE CO DATE OF NAME CHANGE: 19850516 SC 14D1/A 1 AQUILA GAS PIPELINE CORP ================================================================================ SECURTIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 -------------------- SCHEDULE 14D-1 TENDER OFFER STATEMENT (PURSUANT TO SECTION 14 (d) (1) OF THE SECURITIES EXCHANGE ACT OF 1934) (AMENDMENT NO.3) (FINAL AMENDMENT) SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2) (FINAL AMENDMENT) AQUILA GAS PIPELINE CORPORATION (NAME OF SUBJECT COMPANY) UTILICORP UNITED INC. AQUILA ENERGY CORPORATION AEC ACQUISITIONS, INC.* (BIDDERS) COMMON STOCK, PAR VALUE OF $.01 PER SHARE (TITLE OF CLASS OF SECURITIES) 03839B10 (CUSIP NUMBER OF CLASS OF SECURITIES) -------------------- ROBERT K. GREEN PRESIDENT AND CHIEF OPERATING OFFICER UTILICORP UNITED INC. 20 WEST NINTH STREET KANSAS CITY, MISSOURI 64105 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS) -------------------- COPY TO: DENNIS P. WILBERT, ESQ. JEFFREY T. HAUGHEY, ESQ. BLACKWELL SANDERS PEPER MARTIN LLP 2300 MAIN STREET KANSAS CITY, MISSOURI 64108 * On May 14, 1999, AEC Acquisitions, Inc. merged with and into Aquila Gas Pipeline Corporation and, as a result of such merger, ceased to exist as a separate entity. ================================================================================ SCHEDULE 14D -1 CUSIP No. 03839B10 Page 2 of 8 Pages (1) NAMES OF REPORTING PERSONS: UTILICORP UNITED INC. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 44-0541877 (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) |X| (b) |_| (3) SEC USE ONLY (4) SOURCE OF FUNDS: WC (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f): |-| (6) CITIZENSHIP OR PLACE OF ORGANIZATION: DELAWARE (7) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 27,432,491/1,000* (8) CHECK IF THE AGGRGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES: |-| (9) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7): 93.3%/100%* (10) TYPE OF REPORTING PERSON: GM; CO * After giving effect to the merger described in Item 10(f) of the Schedule 14D-1, as amended herein, the 27,432,491 shares of Aquila Gas Pipeline Corporation (the "Company") beneficially owned by UtiliCorp United Inc. were canceled, and all 1,000 shares of Common Stock of AEC Acquisitions, Inc. owned by Aquila Energy Corporation were converted into 1,000 shares of Common Stock of the Company. SCHEDULE 14D-1 CUSIP No. 03839B10 Page 3 of 8 Pages (1) NAMES OF REPORTING PERSONS: AQUILA ENERGY CORPORATION I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 47-0683480 (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) |X| (b) |_| (3) SEC USE ONLY (4) SOURCE OF FUNDS: AF (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f): |-| (6) CITIZENSHIP OR PLACE OF ORGANIZATION: DELAWARE (7) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 27,432,491/1,000* (8) CHECK IF THE AGGRGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES: |-| (9) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7): 93.3%/100%* (10) TYPE OF REPORTING PERSON: GM; CO * After giving effect to the merger described in Item 10(f) of the Schedule 14D-1, as amended herein, the 27,432,491 shares of Aquila Gas Pipeline Corporation (the "Company") beneficially owned by Aquila Energy Corporation were canceled, and all 1,000 shares of Common Stock of AEC Acquisitions, Inc. owned by Aquila Energy Corporation were converted into 1,000 shares of Common Stock of the Company. SCHEDULE 14D-1 CUSIP No. 03839B10 Page 4 of 8 Pages (1) NAMES OF REPORTING PERSONS: AEC ACQUISITIONS, INC.* I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 43-1847341 (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) |X| (b) |_| (3) SEC USE ONLY (4) SOURCE OF FUNDS: AF (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f): |-| (6) CITIZENSHIP OR PLACE OF ORGANIZATION: DELAWARE (7) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 27,432,491** (8) CHECK IF THE AGGRGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES: |-| (9) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7): 93.3%/0%** (10) TYPE OF REPORTING PERSON: GM; CO *On May 14, 1999, AEC Acquisitions, Inc. merged with and into Aquila Gas Pipeline Corporation and, as a result of such merger, ceased to exist as a separate entity. ** As described in Items 6(a)-(b) and 7 of the 14D-1, as amended, Aquila Energy Corporation transferred ownership of the 24,000,000 shares of Aquila Gas Pipeline Corporation that it owned to AEC Acquisitions, Inc. on May 13, 1999. After giving effect to the merger described in Item 10(f) of the Schedule 14D-1, as amended herein, the 27,432,491 shares of Aquila Gas Pipeline Corporation (the "Company") beneficially owned by UtiliCorp United Inc. and Aquila Energy Corporation were canceled and all 1,000 shares of Common Stock of AEC Acquisitions, Inc. owned by Aquila Energy Corporation were converted into 1,000 shares of Common Stock of the Company. Page 5 of 8 Pages AEC Acquisitions, Inc.,* a Delaware corporation ("Purchaser") and a wholly-owned subsidiary of Aquila Energy Corporation, a Delaware corporation ("Aquila"), which in turn is a wholly-owned subsidiary of UtiliCorp United Inc., a Delaware corporation ("Parent"), Aquila and Parent hereby amend and supplement their Tender Offer Statement on Schedule 14D-1 filed with the Securities and Exchange Commission (the "Commission") on April 9, 1999, as amended by Amendments No. 1 and No. 2 thereto filed with the Commission on April 23, 1999 and May 10, 1999, respectively (as so amended, the "Schedule 14D-1"). This Amendment No. 3 also constitutes Amendment No. 2 to the statement on Schedule 13D of Purchaser, Aquila and Parent. Capitalized terms not defined herein have the meaning ascribed to them in the Schedule 14D-1. The item numbers, captions and responses thereto set forth below are in accordance with the requirements of Schedule 14D-1. ITEM 1. SECURITY AND SUBJECT COMPANY (c) Item 1(c) of the Schedule 14D-1 is hereby amended and supplemented by adding the following information: Parent, Aquila and Purchaser were advised that trading of the Shares on the New York Stock Exchange ceased Friday morning, May 14, 1999. ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY (b) Item 3(b) of the Schedule 14D-1 is hereby amended and supplemented by adding the following information: On May 14, 1999, the Purchaser merged with and into the Company, and as a result of such merger, the Company became an indirect, wholly-owned subsidiary of Parent. ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION (a) Item 4(a) of the Schedule 14D-1 is hereby amended and supplemented by adding the following information: Purchaser estimates that the total amount of funds required to purchase the Publicly-held Shares accepted in the Offer will be approximately $27.46 million, all of which will be obtained from Parent's working capital. ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY (a) - (b) Items 6(a) - (b) of the Schedule 14D-1 are hereby amended and supplemented by adding the following information thereto: On May 13, 1999, Aquila transferred its 24,000,000 Shares to Purchaser pursuant to a Stock Transfer Agreement, dated May 13, 1999, by and between Aquila and Purchaser, a copy of which is attached hereto as Exhibit (c)(1) and incorporated herein by reference. After giving effect to such transfer and the 3,432,491 Shares accepted for purchase pursuant to the Offer, Purchaser owned 27,432,491 Shares, representing approximately 93.3% of the issued and outstanding Shares. On May 14, 1999, Purchaser merged with and into the Company pursuant to a Plan of Merger adopted by Purchaser and as a result of such merger the separate existence of Purchaser ceased. As a result of such merger, (1) all Publicly-held Shares were converted into the right to receive an amount equal to $8.00 per Share in cash, net without interest; (2) all Shares owned by Purchaser were cancelled, (3) each issued and outstanding common share of the Purchaser was - -------- * On May 14, 1999, AEC Acquisitions, Inc. merged with and into the Company and, as a result of such merger, ceased to exist as a separate entity. Page 6 of 8 Pages converted into a common share of the Company and (4) the Company became a wholly-owned, direct subsidiary of Aquila and in turn a wholly-owned, indirect subsidiary of the Parent. The Plan of Merger is attached hereto as Exhibit (c)(2) and incorporated herein by reference. ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SUBJECT COMPANY'S SECURITIES. Items 7 of the Schedule 14D-1 are hereby amended and supplemented by adding the following information thereto On May 13, 1999, Aquila transferred its 24,000,000 Shares to Purchaser pursuant to a Stock Transfer Agreement, dated May 13, 1999, by and between Aquila and Purchaser, a copy of which is attached hereto as Exhibit (c)(1) and incorporated herein by reference. After giving effect to such transfer and the 3,432,491 Shares accepted for purchase pursuant to the Offer, Purchaser owned 27,432,491 Shares, representing approximately 93.3% of the issued and outstanding Shares. On May 14, 1999, Purchaser merged with and into the Company pursuant to a Plan of Merger adopted by Purchaser and as a result of such merger the separate existence of Purchaser ceased. As a result of such merger, (1) all Publicly-held Shares were converted into the right to receive an amount equal to $8.00 per Share in cash, net without interest; (2) all Shares owned by Purchaser were cancelled, (3) each issued and outstanding common share of the Purchaser was converted into a common share of the Company and (4) the Company became a wholly-owned, direct subsidiary of Aquila and in turn a wholly-owned, indirect subsidiary of the Parent. The Plan of Merger is attached hereto as Exhibit (c)(2) and incorporated herein by reference. ITEM 10. ADDITIONAL INFORMATION (f) Item 10(f) of the Schedule 14D-1 is hereby amended and supplemented by adding the following information thereto: On May 14, 1999, Purchaser filed a Plan of Merger with the Secretary of State of the State of Delaware merging Purchaser with and into the Company in accordance with Section 253 of the General Corporation Law of the State of Delaware. As a result of such merger, the Company, as the surviving corporation in the merger, became a wholly-owned subsidiary of Aquila and in turn a wholly-owned, indirect subsidiary of the Parent, and the separate corporate existence of Purchaser ceased. On May 14, 1999, Parent issued a press release announcing the Page 7 of 8 Pages merger, a copy of which, is included as Exhibit (g)(7) hereto and the information contained therein is incorporated herein by reference. On May 14, 1999, the Company filed a Form 15 Notice of Termination of Registration with the Securities and Exchange Commission, which terminated the registration of the Shares under Section 12(g) of the Securities Exchange Act of 1934, as amended. In addition, the Parent has been advised that the New York Stock Exchange has ceased trading of the Shares Friday morning, May 14, 1999. Promptly after the merger of Purchaser with and into the Company, a Notice of Merger and Appraisal Rights Available to Former Stockholders of the Company will be mailed, together with a related Letter of Transmittal, to holders of record of Shares immediately prior to the effective time of the merger. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS Item 11 of the Schedule 14D-1 is hereby amended and supplemented by adding the following exhibits: (c)(1) Stock Transfer Agreement dated May 13, 1999, by and between Aquila and Purchaser. (c)(2) Plan of Merger. (g)(7) Press Release of Parent issued on May 14, 1999. Page 8 of 8 Pages SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. Dated: May 14, 1999 UTILICORP UNITED INC. By: /s/ Robert Green Name: Robert K. Green Title: President and Chief Operating Officer AQUILA ENERGY CORPORATION By: /s/ Robert Green Name: Robert K. Green Title: Authorized Representative AEC AQUISITIONS, INC. * - ----------------- * On May 14, 1999, AEC Acquisitions, Inc. merged with and into Aquila Gas Pipeline Corporation and, as a result of such merger, ceased to exist as a separate entity. EXCERPT FROM RESOLUTIONS OF AQUILA ENERGY CORPORATION RESOLVED, that the proposal to offer to purchase all of the outstanding shares of common stock of Aquila Gas Pipeline Corporation not currently held by UtiliCorp United Inc. ("UCU") or affiliates of the UCU ("AQP Common Stock") at a price of $ 8.00 per share, and on substantially the terms and conditions presented to this meeting, with such modifications thereto as any of the following officers Authorized Representative (as defined below) shall deem to be necessary or desirable (the "Tender Offer") be, and the same hereby is, approved and authorized, and that the Chairman, President, any Vice-President or Assistant Vice President, the Secretary or the Treasurer of the Company, or Robert K. Green (the "Authorized Representative") be, and hereby are, authorized and directed to do all things deemed necessary or desirable to carry out the Tender Offer. RESOLVED FURTHER, that the aforementioned officers of the Company and the Authorized Representative be, and hereby are, authorized and empowered to prepare, execute, and file with the appropriate regulatory agencies, stock exchanges and other bodies, all forms, schedules, and other documents (including any and all amendments, exhibits, schedules, supplements, and other documents and papers) which any of such officers or the Authorized Representative deems necessary or desirable in connection with the Tender Offer, and to do such other acts and things which in the judgment of any of such officers or the Authorized Representative may be necessary or desirable in connection with the commencement, extension, or consummation of the Tender Offer. EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - ------ ----------- (c)(1) Stock Transfer Agreement dated May 13, 1999, by and between Aquila and Purchaser. (c)(2) Plan of Merger. (g)(7) Press Release of Parent issued on May 14, 1999. EX-99 2 EXHIBIT 99 (C) (1) STOCK TRANSFER AGREEMENT This Stock Transfer Agreement (hereinafter called this "Agreement") is executed as of this 13th day of May, 1999 by and between Aquila Energy Corporation, a Delaware corporation ("Aquila"), and AEC Acquisitions, Inc., a Delaware corporation and a wholly-owned subsidiary of Aquila ("Sub"). WHEREAS, Aquila owns 24,000,000 shares (the "Shares") of common stock, par value $.01 per share, of Aquila Gas Pipeline Corporation ("Company"); WHEREAS, Aquila desires to transfer the Shares to Sub and Sub desires to accept the transfer of such Shares; NOW, THEREFORE, in consideration of the representations, warranties and agreements herein contained, and subject to the terms and conditions herein contained, and for other good and valuable consideration, the parties hereto agree as follows: 1. Aquila shall deliver any and all certificates representing the Shares to Sub, and as to each certificate, shall execute a stock power in the name of Sub or shall otherwise properly endorse such certificates to Sub. Aquila shall further cause the Shares to be transferred on the books of the Company from its name to the name of Sub. 2. Sub shall not (a) offer to sell, pledge or otherwise dispose of or transfer (except by operation of law in a merger or business combination of Company with or into any other entity or entities, including the merger of Sub with and into Company) any interest in or encumber with any lien, claims, security interests or other encumbrances any of the Shares or (b) deposit the Shares into a voting trust, enter into a voting agreement or arrangement with respect to the Shares or grant any proxy or power of attorney with respect to the Shares. IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the date first above written. AQUILA ENERGY CORPORATION By: /s/ Robert Green Name: Robert K. Green Title: Authorized Representative AEC ACQUISITIONS, INC. By: /s/ Robert Green Name: Robert K. Green Title: President 2 EX-99 3 EXHIBIT 99 (C)(2) PLAN OF MERGER This PLAN OF MERGER sets forth the terms and conditions, pursuant to which AEC Acquisitions, Inc., a Delaware corporation (the "Corporation"), shall be merged with and into Aquila Gas Pipeline Corporation, a Delaware corporation ("AQP") under the terms of Section 253 of the Delaware General Corporation Law. RECITALS WHEREAS, the Corporation is a corporation duly organized under the laws of the State of Delaware. WHEREAS, AQP is a corporation duly organized under the laws of the State of Delaware. WHEREAS, the Corporation currently owns over 90% of the outstanding common stock of AQP. WHEREAS, the Board of Directors and the sole stockholder of the Corporation deem it desirable that, upon the terms and subject to the conditions hereof, the Corporation merge with and into AQP, with AQP as the surviving corporation of the merger. TERMS AND CONDITIONS 1. Merger. On the Effective Date (as defined in Section 2 below), the Corporation shall be merged with and into AQP, with AQP as the surviving corporation of the merger. 2. Effective Date. The merger shall become effective on the date a Certificate of Ownership and Merger is filed with the Delaware Secretary of State pursuant to the provisions of Section 253 of the Delaware General Corporation Law (the "Effective Date"). 3. Cancellation of AQP Common Stock. On the Effective Date, each issued and outstanding share of Common Stock of AQP held of record by stockholders (other than shares owned by the Corporation, shares held in the treasury of AQP, and shares held by stockholders who properly exercise their appraisal rights under Section 262 of the Delaware General Corporation Law) shall be converted into and represent the right to receive, without interest, an amount in cash equal to $8.00, in cash for each such share upon the valid surrender to an agent appointed by the Corporation of the certificates formerly representing such shares. Each outstanding share of Common Stock owned of record by the Corporation shall no longer be outstanding, shall be canceled without payment therefor and shall cease to exist, and each holder of a certificate representing such shares shall thereafter cease to have any rights with respect to such shares. 4. Conversion of Corporation Common Stock. On the Effective Date, each outstanding share of Common Stock of the Corporation shall be converted into and become one fully-paid and non-assessable share of Common Stock of AQP, $.01 par value per share, a certificate for which shall be issued to the sole stockholder of the Corporation upon surrender to AQP of such stockholder's certificate formerly representing such shares of Common Stock of the Corporation. 5. Filing. If this Plan of Merger is duly adopted and is not terminated as permitted by Section 9, a Certificate of Ownership and Merger, prepared and executed in accordance with the applicable laws of the State of Delaware, shall be filed with the Delaware Secretary of State. 6. Certificate of Incorporation. The Certificate of Incorporation and Bylaws of AQP, shall be the Certificate and Bylaws of the surviving corporation. 7. Assets, Liabilities, and Rights. As of the Effective Date, the assets and liabilities of the Corporation shall be taken up on the books of AQP at the amount at which they shall at that time be carried on the books of the Corporation. In addition, all of the rights, privileges, immunities, and franchises of the Corporation and all property (real, personal, and mixed) and debts due to the Corporation shall be vested, for all purposes and in all respects, in AQP. 8. Continuation of AQP. The officers and directors of AQP shall continue in office until their successors are duly elected and qualified under the provision of the Bylaws of AQP. 9. Amendment and Termination. To the extent permitted by applicable laws at any time prior to the Effective Date, this Plan of Merger may be amended or terminated by the Board of Directors of the Corporation. 10. Notification of Stockholders of Record. Within ten days after the Effective Date, the surviving corporation shall notify the stockholders of record immediately prior to the Effective Date that the merger has become effective. 2 EX-99 4 EXHIBIT 99 (G)(7) Media Contacts: Jerry Cosley (816) 467-3677 Media Relations (816) 467-3000 Investor Relations: Ellen Fairchild (816) 467-3506 Dale Wolf (816) 467-3536 UTILICORP ANNOUNCES MERGER OF A SUBSIDIARY WITH AND INTO AQUILA GAS PIPELINE CORPORATION; TRADING IN AQP SHARES ENDS KANSAS CITY, MISSOURI, May 14, 1999 - UtiliCorp United (NYSE: UCU) announced today it has acquired all shares of Aquila Gas Pipeline Corporation (NYSE: AQP) not tendered and purchased pursuant to UtiliCorp's Offer to Purchase dated April 9, 1999, by merging its indirect, wholly-owned subsidiary, AEC Acquisitions, Inc. with and into AQP. The merger became effective on May 14, 1999 at which time AQP's stock transfer books were closed. UtiliCorp has been advised by the New York Stock Exchanges that trading of AQP shares ceased this morning. As a result of the merger, AQP is now a wholly-owned, indirect subsidiary of UtiliCorp. Pursuant to the terms of the merger, each issued and outstanding share of AQP held by stockholders of record immediately prior to the effective time of the merger (other than shares held by UtiliCorp subsidiaries) has been converted into the right to receive $8.00 in cash, net without interest. Shares of AQP held by UtiliCorp subsidiaries have been cancelled as a result of the merger. Holders of AQP shares who did not tender their shares pursuant to the Offer to Purchase will receive information from AQP setting forth the procedures to be followed in order to either receive the merger consideration of $8.00 per share or exercise their statutory appraisal rights under Delaware law. UtiliCorp is an international electric and gas company with more than 4.5 million customers across the U.S. and Canada, the United Kingdom, New Zealand and Australia. Based in Kansas City, Missouri, the Fortune 500 company operates regulated electric and gas utilities in eight states and one Canadian province. In 1998 its Aquila Energy subsidiary was ranked the second-largest wholesale marketer of natural gas in the United States and the third-largest marketer of electricity. Based in San Antonio, Texas, Aquila Gas Pipeline Corporation gathers, processes and markets natural gas and natural gas liquids through its natural gas gathering systems and gas processing plants in Texas and Oklahoma. 2 -----END PRIVACY-ENHANCED MESSAGE-----