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SECURTIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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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)
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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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<PAGE>
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
<PAGE>
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
<PAGE>
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>
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.
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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.
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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
<PAGE>
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.
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
(a)(10) Text of press release issued by Parent, dated May 10, 1999.
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.
