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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.3)
(FINAL AMENDMENT)
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
(FINAL AMENDMENT)
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
* On May 14, 1999, AEC Acquisitions, Inc. merged with and into Aquila Gas
Pipeline Corporation and, as a result of such merger, ceased to exist as a
separate entity.
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<PAGE>
SCHEDULE 14D -1
CUSIP No. 03839B10 Page 2 of 8 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:
27,432,491/1,000*
(8) CHECK IF THE AGGRGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES: |-|
(9) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7):
93.3%/100%*
(10) TYPE OF REPORTING PERSON:
GM; CO
* After giving effect to the merger described in Item 10(f) of the Schedule
14D-1, as amended herein, the 27,432,491 shares of Aquila Gas Pipeline
Corporation (the "Company") beneficially owned by UtiliCorp United Inc. were
canceled, and all 1,000 shares of Common Stock of AEC Acquisitions, Inc. owned
by Aquila Energy Corporation were converted into 1,000 shares of Common Stock of
the Company.
<PAGE>
SCHEDULE 14D-1
CUSIP No. 03839B10 Page 3 of 8 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:
27,432,491/1,000*
(8) CHECK IF THE AGGRGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES:
|-|
(9) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7):
93.3%/100%*
(10) TYPE OF REPORTING PERSON:
GM; CO
* After giving effect to the merger described in Item 10(f) of the Schedule
14D-1, as amended herein, the 27,432,491 shares of Aquila Gas Pipeline
Corporation (the "Company") beneficially owned by Aquila Energy Corporation were
canceled, and all 1,000 shares of Common Stock of AEC Acquisitions, Inc. owned
by Aquila Energy Corporation were converted into 1,000 shares of Common Stock of
the Company.
<PAGE>
SCHEDULE 14D-1
CUSIP No. 03839B10 Page 4 of 8 Pages
(1) NAMES OF REPORTING PERSONS: AEC ACQUISITIONS, INC.*
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 43-1847341
(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:
27,432,491**
(8) CHECK IF THE AGGRGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES: |-|
(9) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7):
93.3%/0%**
(10) TYPE OF REPORTING PERSON:
GM; CO
*On May 14, 1999, AEC Acquisitions, Inc. merged with and into Aquila Gas
Pipeline Corporation and, as a result of such merger, ceased to exist as a
separate entity.
** As described in Items 6(a)-(b) and 7 of the 14D-1, as
amended, Aquila Energy Corporation transferred ownership of the 24,000,000
shares of Aquila Gas Pipeline Corporation that it owned to AEC Acquisitions,
Inc. on May 13, 1999. After giving effect to the merger described in Item 10(f)
of the Schedule 14D-1, as amended herein, the 27,432,491 shares of Aquila Gas
Pipeline Corporation (the "Company") beneficially owned by UtiliCorp United Inc.
and Aquila Energy Corporation were canceled and all 1,000 shares of Common Stock
of AEC Acquisitions, Inc. owned by Aquila Energy Corporation were converted into
1,000 shares of Common Stock of the Company.
<PAGE>
Page 5 of 8 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
Amendments No. 1 and No. 2 thereto filed with the Commission on April 23, 1999
and May 10, 1999, respectively (as so amended, the "Schedule 14D-1"). This
Amendment No. 3 also constitutes Amendment No. 2 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 1. SECURITY AND SUBJECT COMPANY
(c) Item 1(c) of the Schedule 14D-1 is hereby amended and supplemented
by adding the following information:
Parent, Aquila and Purchaser were advised that trading of the Shares
on the New York Stock Exchange ceased Friday morning, May 14, 1999.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY
(b) Item 3(b) of the Schedule 14D-1 is hereby amended and supplemented
by adding the following information:
On May 14, 1999, the Purchaser merged with and into the Company, and
as a result of such merger, the Company became an indirect,
wholly-owned subsidiary of Parent.
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:
Purchaser estimates that the total amount of funds required to
purchase the Publicly-held Shares accepted in the Offer will be
approximately $27.46 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 13, 1999, Aquila transferred its 24,000,000 Shares to Purchaser
pursuant to a Stock Transfer Agreement, dated May 13, 1999, by and
between Aquila and Purchaser, a copy of which is attached hereto as
Exhibit (c)(1) and incorporated herein by reference. After giving
effect to such transfer and the 3,432,491 Shares accepted for purchase
pursuant to the Offer, Purchaser owned 27,432,491 Shares, representing
approximately 93.3% of the issued and outstanding Shares.
On May 14, 1999, Purchaser merged with and into the Company pursuant
to a Plan of Merger adopted by Purchaser and as a result of such
merger the separate existence of Purchaser ceased. As a result of such
merger, (1) all Publicly-held Shares were converted into the right to
receive an amount equal to $8.00 per Share in cash, net without
interest; (2) all Shares owned by Purchaser were cancelled, (3) each
issued and outstanding common share of the Purchaser was
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* On May 14, 1999, AEC Acquisitions, Inc. merged with and into the Company
and, as a result of such merger, ceased to exist as a separate entity.
<PAGE>
Page 6 of 8 Pages
converted into a common share of the Company and (4) the Company
became a wholly-owned, direct subsidiary of Aquila and in turn a
wholly-owned, indirect subsidiary of the Parent. The Plan of Merger is
attached hereto as Exhibit (c)(2) and incorporated herein by
reference.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SUBJECT COMPANY'S SECURITIES.
Items 7 of the Schedule 14D-1 are hereby amended and supplemented by
adding the following information thereto
On May 13, 1999, Aquila transferred its 24,000,000 Shares to Purchaser
pursuant to a Stock Transfer Agreement, dated May 13, 1999, by and
between Aquila and Purchaser, a copy of which is attached hereto as
Exhibit (c)(1) and incorporated herein by reference. After giving
effect to such transfer and the 3,432,491 Shares accepted for purchase
pursuant to the Offer, Purchaser owned 27,432,491 Shares, representing
approximately 93.3% of the issued and outstanding Shares.
On May 14, 1999, Purchaser merged with and into the Company pursuant
to a Plan of Merger adopted by Purchaser and as a result of such
merger the separate existence of Purchaser ceased. As a result of such
merger, (1) all Publicly-held Shares were converted into the right to
receive an amount equal to $8.00 per Share in cash, net
without interest; (2) all Shares owned by Purchaser were cancelled,
(3) each issued and outstanding common share of the Purchaser was
converted into a common share of the Company and (4) the Company
became a wholly-owned, direct subsidiary of Aquila and in turn a
wholly-owned, indirect subsidiary of the Parent. The Plan of Merger is
attached hereto as Exhibit (c)(2) and 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:
On May 14, 1999, Purchaser filed a Plan of Merger with the Secretary
of State of the State of Delaware merging Purchaser with and into the
Company in accordance with Section 253 of the General Corporation Law
of the State of Delaware. As a result of such merger, the Company, as
the surviving corporation in the merger, became a wholly-owned
subsidiary of Aquila and in turn a wholly-owned, indirect subsidiary
of the Parent, and the separate corporate existence of Purchaser
ceased. On May 14, 1999, Parent issued a press release announcing the
<PAGE>
Page 7 of 8 Pages
merger, a copy of which, is included as Exhibit (g)(7) hereto and the
information contained therein is incorporated herein by reference.
On May 14, 1999, the Company filed a Form 15 Notice of Termination of
Registration with the Securities and Exchange Commission, which
terminated the registration of the Shares under Section 12(g) of the
Securities Exchange Act of 1934, as amended. In addition, the Parent
has been advised that the New York Stock Exchange has ceased trading
of the Shares Friday morning, May 14, 1999.
Promptly after the merger of Purchaser with and into the Company, a
Notice of Merger and Appraisal Rights Available to Former Stockholders
of the Company will be mailed, together with a related Letter of
Transmittal, to holders of record of Shares immediately prior to the
effective time of the merger.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
Item 11 of the Schedule 14D-1 is hereby amended and supplemented by
adding the following exhibits:
(c)(1) Stock Transfer Agreement dated May 13, 1999, by and
between Aquila and Purchaser.
(c)(2) Plan of Merger.
(g)(7) Press Release of Parent issued on May 14, 1999.
<PAGE>
Page 8 of 8 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 14, 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. *
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* On May 14, 1999, AEC Acquisitions, Inc. merged with and into Aquila Gas
Pipeline Corporation and, as a result of such merger, ceased to exist as a
separate entity.
<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
- ------ -----------
(c)(1) Stock Transfer Agreement dated May 13, 1999, by and between Aquila and
Purchaser.
(c)(2) Plan of Merger.
(g)(7) Press Release of Parent issued on May 14, 1999.
STOCK TRANSFER AGREEMENT
This Stock Transfer Agreement (hereinafter called this "Agreement") is
executed as of this 13th day of May, 1999 by and between Aquila Energy
Corporation, a Delaware corporation ("Aquila"), and AEC Acquisitions, Inc., a
Delaware corporation and a wholly-owned subsidiary of Aquila ("Sub").
WHEREAS, Aquila owns 24,000,000 shares (the "Shares") of common stock, par
value $.01 per share, of Aquila Gas Pipeline Corporation ("Company");
WHEREAS, Aquila desires to transfer the Shares to Sub and Sub desires to
accept the transfer of such Shares;
NOW, THEREFORE, in consideration of the representations, warranties and
agreements herein contained, and subject to the terms and conditions herein
contained, and for other good and valuable consideration, the parties hereto
agree as follows:
1. Aquila shall deliver any and all certificates representing the Shares to
Sub, and as to each certificate, shall execute a stock power in the name of Sub
or shall otherwise properly endorse such certificates to Sub. Aquila shall
further cause the Shares to be transferred on the books of the Company from its
name to the name of Sub.
2. Sub shall not (a) offer to sell, pledge or otherwise dispose of or
transfer (except by operation of law in a merger or business combination of
Company with or into any other entity or entities, including the merger of Sub
with and into Company) any interest in or encumber with any lien, claims,
security interests or other encumbrances any of the Shares or (b) deposit the
Shares into a voting trust, enter into a voting agreement or arrangement with
respect to the Shares or grant any proxy or power of attorney with respect to
the Shares.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on
the date first above written.
AQUILA ENERGY CORPORATION
By: /s/ Robert Green
Name: Robert K. Green
Title: Authorized Representative
AEC ACQUISITIONS, INC.
By: /s/ Robert Green
Name: Robert K. Green
Title: President
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PLAN OF MERGER
This PLAN OF MERGER sets forth the terms and conditions, pursuant to which
AEC Acquisitions, Inc., a Delaware corporation (the "Corporation"), shall be
merged with and into Aquila Gas Pipeline Corporation, a Delaware corporation
("AQP") under the terms of Section 253 of the Delaware General Corporation Law.
RECITALS
WHEREAS, the Corporation is a corporation duly organized under the laws of
the State of Delaware.
WHEREAS, AQP is a corporation duly organized under the laws of the State of
Delaware.
WHEREAS, the Corporation currently owns over 90% of the outstanding common
stock of AQP.
WHEREAS, the Board of Directors and the sole stockholder of the Corporation
deem it desirable that, upon the terms and subject to the conditions hereof, the
Corporation merge with and into AQP, with AQP as the surviving corporation of
the merger.
TERMS AND CONDITIONS
1. Merger. On the Effective Date (as defined in Section 2 below), the
Corporation shall be merged with and into AQP, with AQP as the surviving
corporation of the merger.
2. Effective Date. The merger shall become effective on the date a
Certificate of Ownership and Merger is filed with the Delaware Secretary of
State pursuant to the provisions of Section 253 of the Delaware General
Corporation Law (the "Effective Date").
3. Cancellation of AQP Common Stock. On the Effective Date, each issued and
outstanding share of Common Stock of AQP held of record by stockholders (other
than shares owned by the Corporation, shares held in the treasury of AQP, and
shares held by stockholders who properly exercise their appraisal rights under
Section 262 of the Delaware General Corporation Law) shall be converted into and
represent the right to receive, without interest, an amount in cash equal to
$8.00, in cash for each such share upon the valid surrender to an agent
appointed by the Corporation of the certificates formerly representing such
shares. Each outstanding share of Common Stock owned of record by the
Corporation shall no longer be outstanding, shall be canceled without payment
therefor and shall cease to exist, and each holder
<PAGE>
of a certificate representing such shares shall thereafter cease to have any
rights with respect to such shares.
4. Conversion of Corporation Common Stock. On the Effective Date, each
outstanding share of Common Stock of the Corporation shall be converted into and
become one fully-paid and non-assessable share of Common Stock of AQP, $.01 par
value per share, a certificate for which shall be issued to the sole stockholder
of the Corporation upon surrender to AQP of such stockholder's certificate
formerly representing such shares of Common Stock of the Corporation.
5. Filing. If this Plan of Merger is duly adopted and is not terminated as
permitted by Section 9, a Certificate of Ownership and Merger, prepared and
executed in accordance with the applicable laws of the State of Delaware, shall
be filed with the Delaware Secretary of State.
6. Certificate of Incorporation. The Certificate of Incorporation and
Bylaws of AQP, shall be the Certificate and Bylaws of the surviving corporation.
7. Assets, Liabilities, and Rights. As of the Effective Date, the assets
and liabilities of the Corporation shall be taken up on the books of AQP at the
amount at which they shall at that time be carried on the books of the
Corporation. In addition, all of the rights, privileges, immunities, and
franchises of the Corporation and all property (real, personal, and mixed) and
debts due to the Corporation shall be vested, for all purposes and in all
respects, in AQP.
8. Continuation of AQP. The officers and directors of AQP shall continue in
office until their successors are duly elected and qualified under the provision
of the Bylaws of AQP.
9. Amendment and Termination. To the extent permitted by applicable laws at
any time prior to the Effective Date, this Plan of Merger may be amended or
terminated by the Board of Directors of the Corporation.
10. Notification of Stockholders of Record. Within ten days after the
Effective Date, the surviving corporation shall notify the stockholders of
record immediately prior to the Effective Date that the merger has become
effective.
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Media Contacts:
Jerry Cosley (816) 467-3677
Media Relations (816) 467-3000
Investor Relations:
Ellen Fairchild (816) 467-3506
Dale Wolf (816) 467-3536
UTILICORP ANNOUNCES MERGER OF A SUBSIDIARY WITH AND INTO
AQUILA GAS PIPELINE CORPORATION; TRADING IN AQP SHARES ENDS
KANSAS CITY, MISSOURI, May 14, 1999 - UtiliCorp United (NYSE: UCU)
announced today it has acquired all shares of Aquila Gas Pipeline Corporation
(NYSE: AQP) not tendered and purchased pursuant to UtiliCorp's Offer to Purchase
dated April 9, 1999, by merging its indirect, wholly-owned subsidiary, AEC
Acquisitions, Inc. with and into AQP. The merger became effective on May 14,
1999 at which time AQP's stock transfer books were closed.
UtiliCorp has been advised by the New York Stock Exchanges that trading of
AQP shares ceased this morning. As a result of the merger, AQP is now a
wholly-owned, indirect subsidiary of UtiliCorp.
Pursuant to the terms of the merger, each issued and outstanding share of
AQP held by stockholders of record immediately prior to the effective time of
the merger (other than shares held by UtiliCorp subsidiaries) has been converted
into the right to receive $8.00 in cash, net without interest. Shares of AQP
held by UtiliCorp subsidiaries have been cancelled as a result of the merger.
Holders of AQP shares who did not tender their shares pursuant to the Offer to
Purchase will receive information from AQP setting forth the procedures to be
followed in order to either receive the merger consideration of $8.00 per share
or exercise their statutory appraisal rights under Delaware law.
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 the third-largest marketer of
electricity.
<PAGE>
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.
2
