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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 13, 1998
(November 10, 1998)
UTILICORP UNITED INC.
(Exact name of registrant as specified in charter)
Delaware 1-3562 44-0541877
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) No.)
20 West 9th, Kansas City, Missouri 64105
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code (816) 421-6600
(Former name of former address, if changed since last report) Not Applicable
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ITEM 5. OTHER EVENTS.
On November 10, 1998, UtiliCorp made a proposal to acquire the
approximately 5.4 million shares of common stock of Aquila Gas Pipeline
Corporation which it does not already own for $8.00 per share. This offer is
subject to negotiation and agreement with the independent committee of Aquila
Gas Pipeline Corporation's Broad of Directors. On November 13, 1998, four
shareholder actions were filed in the Delaware Court of Chancery alleging
that the proposal was unfair to minority shareholders. Utilicorp believes
that these actions are without merit.
On November 13, 1998, Power New Zealand Limited (PNZ) sold its retail
business to TransAlta and acquired TransAlta's lines business. PNZ's new
combined lines business will serve 370,000 customers.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired--None.
(b) Pro Forma Financial Information--None.
(c) Exhibits:
99. Press release dated November 12, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
UtiliCorp United Inc.
By: /s/ James S. Brook
James S. Brook
Vice President, Controller and Chief Accounting Officer
Date: November 13, 1998
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Exhibit 99
MEDIA CONTACTS:
Ethan Hirsh (816) 467-3509
Media Relations (816) 467-3000
INVESTOR RELATIONS:
Ellen Fairchild (816) 467-3506
Dale Wolf (816) 467-3536
UTILICORP PROPOSES TO REACQUIRE ALL OUTSTANDING SHARES
OF ITS AQUILA GAS PIPELINE CORPORATION SUBSIDIARY
KANSAS CITY, MO, November 12, 1998--UtiliCorp United (NYSE:UCU) has
submitted a proposal to buy back the approximately 5.4 million common shares
of Aquila Gas Pipeline Corporation (NYSE: AQP) which it does not already own,
representing about 18 percent of outstanding AQP common shares, for $8.00 per
share. This represents an approximately 23 percent premium to the closing
AQP share price of $6.50 on November 11, 1998. The proposal has been
submitted in a letter to the chairman of the board of Aquila Gas Pipeline and
an independent committee of the board of directors. Any agreement in regard
to the proposed buyback of shares, including the form of consideration to be
paid, is subject to negotiations and agreement with the independent
committee.
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. The
company is approximately 82 percent owned by Aquila Energy Corporation, a
wholly-owned subsidiary of UtiliCorp United. The remaining shares were sold
to investors in an initial public offering in 1992.
UtiliCorp is an international electric and gas company with customers and
operations across the U.S. and in Canada, Great Britain, 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 and through the Aquila Energy subsidiary markets natural gas and
electricity across most of North America.
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