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SECURTIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13 (e) OF THE SECURITIES EXCHANGE ACT OF 1934)
(AMENDMENT NO. 2)
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)
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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)
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COPY TO:
DENNIS P. WILBERT, ESQ.
JEFFREY T. HAUGHEY, ESQ.
BLACKWELL SANDERS PEPER MARTIN LLP
2300 MAIN STREET
KANSAS CITY, MISSOURI 64108
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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 Transaction Statement on Schedule 13E-3 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 13E-3"). Capitalized terms not defined herein have
the meaning ascribed to them in Schedule 13E-3. The item numbers, captions and
responses thereto set forth below are in accordance with the requirements of
Schedule 13E-3.
ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) Item 6(a) of the Schedule 13E-3 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 10. INTEREST IN SECURITIES OF ISSUER.
(a)-(b) Items (a)-(b) of the Schedule 13E-3 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.
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 (d) (10) hereto and is
incorporated herein by reference.
ITEM 16. ADDITIONAL INFORMATION.
Item 16 of the Schedule 13E-3 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 17. MATERIAL TO BE FILED AS EXHIBITS.
Item 17 of the Schedule 13E-3 is hereby amended and supplemented by
adding the following exhibit:
(d) (10) Text of press release issued by Parent, dated May 10,
1999. (Previously filed as Exhibit (a)(10) to the Schedule 14D-1 and
incorporated herein by reference.)
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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
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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.
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
(a)(10)Text of press release issued by Parent, dated May 10, 1999. (Previously
filed as Exhibit (a)(10) to the Schedule 14D-1 and incorporated herein by
reference.)
