-----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, TeQfXFQ+Sx3n6IezsAveEGB9HJ7Y41smicLaMKTxCnSKelG9Xz1KbZsEUrkazJgP 6gXdFlxYiY1ua08TY3ZjpQ== 0000922907-99-000047.txt : 19990511 0000922907-99-000047.hdr.sgml : 19990511 ACCESSION NUMBER: 0000922907-99-000047 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990510 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: 99615916 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 ================================================================================ 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. 2) SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) 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 ================================================================================ CUSIP No. 03839B10 Page 2 of 7 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: 27,409,884 (8) CHECK IF THE AGGRGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES: |_| (9) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7): 93.2% (10) TYPE OF REPORTING PERSON: GM; CO SCHEDULE 14D-1 CUSIP No. 03839B10 Page 3 of 7 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: 27,409,884 (8) CHECK IF THE AGGRGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES: |_| (9) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7): 93.2% (10) TYPE OF REPORTING PERSON: GM; CO SCHEDULE 14D-1 CUSIP No. 03839B10 Page 4 of 7 Pages (1) NAMES OF REPORTING PERSONS: AEC ACQUISITIONS, INC. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: APPLIED FOR. (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: 3,409,884 (8) CHECK IF THE AGGRGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES: |_| (9) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7): 11.6% (10) TYPE OF REPORTING PERSON: GM; CO Page 5 of 7 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 Amendment No. 1 thereto filed with the Commission on April 23, 1999 (as so amended, the "Schedule 14D-1"). This Amendment No. 2 also constitutes an amendment 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 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 thereto: Purchaser estimates that the total amount of funds required to purchase the Publicly-held Shares accepted in the Offer will approximate $27.28 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 10, 1999, Parent announced that it had completed its Offer to acquire any and all of the Shares of the Company that Parent did not then, directly or indirectly, own for $8.00 per Share in cash, net to the seller, without interest thereon. The Offer expired at 12:00 midnight, New York City time, on May 7, 1999. Parent has been informed by the Depository that, as of 12:00 midnight, New York City time, on May 7, 1999, 3,409,884 Shares had been tendered and not withdrawn, including Shares tendered pursuant to notices of guaranteed delivery. Shares tendered and not withdrawn prior to the Expiration Date represent approximately 11.6% of all of the issued and outstanding Shares of the Company. As a result of the acquisition of such Shares in the Offer, Parent will indirectly own an aggregate of approximately 27.4 million Shares representing approximately 93.2% of the total number of issued and outstanding Shares. Parent intends to pay promptly for the Shares tendered and accepted for payment pursuant to the Offer. Page 6 of 7 Pages The full text of Parent's May 10, 1999, press release announcing the completion of the Offer and the acceptance of the tendered Shares is set forth in Exhibit (a) (10) hereto and is 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: The Offer expired at 12:00 midnight, New York City time, on Friday, May 7, 1999. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS Item 11 of the Schedule 14D-1 is hereby amended and supplemented by adding the following exhibit: (a) (10) Text of press release issued by Parent, dated May 10, 1999. Page 7 of 7 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 10, 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. By: /s/ Robert Green Name: Robert K. Green Title: President 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 (a)(10) Text of press release issued by Parent, dated May 10, 1999. EX-99 2 PRESS RELEASE Media Contacts: Ethan Hirsch (816) 467-3509 Media Relations (816) 467-3000 Investor Relations: Ellen Fairchild (816) 467-3506 Dale Wolf (816) 467-3536 UTILICORP COMPLETES TENDER OFFER FOR AQUILA GAS PIPELINE; INCREASES OWNERSHIP TO 93 PERCENT KANSAS CITY, MO, May 10, 1999 - UtiliCorp United (NYSE:UCU) announced today it has completed its offer to acquire any and all of the shares of Aquila Gas Pipeline Corporation (NYSE:AQP) that UtiliCorp does not directly or indirectly own for $8.00 per share in cash, net to the seller without interest. The offer expired at 12:00 midnight, New York City time, on May 7, 1999. UtiliCorp reported that, based on information provided by the depositary for the offer, approximately 3.4 million shares of AQP common stock had been tendered and not withdrawn as of the expiration of the offer. Those shares represent approximately 11.6 percent of all of the issued and outstanding AQP shares. As a result of the acquisition of those shares in the offer, UtiliCorp will indirectly own an aggregate of approximately 27.4 million shares representing about 93 percent of the total AQP shares issued and outstanding. UtiliCorp intends to pay promptly for the shares of AQP tendered and accepted for payment pursuant to the offer. UtiliCorp also intends to promptly complete a short-form merger in which the remaining shareholders of AQP who did not tender their shares would receive $8.00 per share in cash. 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. 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 third-largest marketer of electricity. -----END PRIVACY-ENHANCED MESSAGE-----