SCHEDULE 14A
Information Required in Proxy Statement
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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Empire District Electric Company
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(Name of Registrant as Specified in its Charter)
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THE EMPIRE DISTRICT ELECTRIC COMPANY
602 Joplin Street
Joplin, Missouri 64801
August 5, 1999
Dear Stockholder:
On May 10, 1999, your Company agreed to merge with UtiliCorp United Inc., a
multinational energy and energy services company headquartered in Kansas City,
Missouri. Upon completion of the merger, you will receive $29.50 in value for
each Empire share that you own,(1) payable, at your election, in UtiliCorp
common stock or cash. Your Board of Directors believes that the merger offers
you an attractive premium and the potential for increased dividends, and has
unanimously recommended that you vote FOR the merger. In reaching its
conclusion, your Board considered, among other things, the opinion of its
financial advisor, Salomon Smith Barney Inc., that the merger was fair, from a
financial point of view, to Empire common stockholders.
For 90 years, Empire's goal has been to provide low-cost, reliable service to
our customers and increasing value to our stockholders. Over the past decade, as
our industry has evolved and moved toward deregulation, our management and board
of directors have continually evaluated our position in the marketplace. We
believe that our merger with UtiliCorp, with whom we share a common vision, will
enhance our ability to compete in a deregulated environment and deliver value to
stockholders, while continuing our commitment to the customers and communities
we serve.
I urge you to vote FOR the merger today. The merger consideration represents a
premium of 39 percent to Empire stockholders, based on Empire's closing share
price of $21.25 on May 10, 1999,(2) and an approximate 14 percent increase in
annual dividend based on UtiliCorp's current dividend rate and current common
stock price. For further information, please read the proxy statement dated
August 2, 1999, previously provided to you.
Since approval of the merger requires the affirmative vote of a majority of the
shares outstanding, a failure to vote will have the same effect as a vote
against the merger. Therefore, your vote is important, no matter how many or how
few shares you may own. Please sign, date and return the enclosed proxy card
today in the envelope provided.
Sincerely,
/s/ M. W. McKinney
M. W. McKinney
President and Chief Executive Officer
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(1) Subject to a collar provision under which the value of the merger
consideration per share will decrease if UtiliCorp's common stock is below
$22 per share at closing and will increase if UtiliCorp's common stock is
above $26 per share at closing.
(2) The last trading day prior to the public announcement of the merger
agreement on May 11, 1999.
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If you have any questions, or need assistance in voting your shares,
please call our proxy solicitor,
INNISFREE M&A INCORPORATED
TOLL-FREE, at 1-888-750-5834.
IMPORTANT NOTE:
If you hold your shares through a bank or broker,
you may be able to vote by telephone, or via the Internet.
Please call Innisfree at 888-750-5834 for assistance.
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