For immediate release
September 21, 2000
St. Joseph, Missouri - St. Joseph Light & Power
Company (SJLP) (NYSE-SAJ) announced today that it has
received a letter from UtiliCorp United Inc. (NYSE-UCU)
advising SJLP that UtiliCorp has completed a
preliminary investigation of the impact and projected
costs of the previously reported fire that occurred at
SJLP's Lake Road power plant on June 7, 2000, and that,
in the opinion of UtiliCorp, such impact is material.
The letter indicates that, under its existing
Merger Agreement with SJLP entered into on March 4,
1999, UtiliCorp may terminate the Merger Agreement if
SJLP breaches its representation and warranty in the
Merger Agreement relating to the absence of a material
adverse effect on SJLP since December 31, 1998, and
fails to remedy any such breach within 45 business days
after receiving notice in writing of the breach.
UtiliCorp's letter states that "[t]his letter does
not represent the termination notice" contemplated by
the Agreement, but constitutes a request for SJLP "to
confirm whether it views the damage caused by the fire
as material."
(more)
Page 2
On September 15, 2000, UtiliCorp further advised SJLP orally
that UtiliCorp was "suspending" ongoing merger transition team
meetings pending resolution of certain issues between the two
companies.
Following a meeting of its board of directors held on
Wednesday, September 20, 2000, to review the UtiliCorp request,
SJLP advised UtiliCorp that the impact and projected costs of the
Lake Road plant fire are not "material" for purposes of the
Merger Agreement, that SJLP remains in full compliance with the
Merger Agreement and that SJLP sees no reason why the merger with
UtiliCorp cannot be completed promptly following receipt of
Missouri Public Service Commission approval.
SJLP further advised UtiliCorp that, while SJLP is willing
to meet with UtiliCorp as soon as possible to clarify any
confusion on the part of UtiliCorp regarding the fire, SJLP
intends to pursue any and all appropriate remedies available to
SJLP to ensure its shareowners the benefits of the merger.
"We were disappointed to receive the recent inquiry from
UtiliCorp and disturbed by UtiliCorp's decision to suspend
transition team meetings," commented Terry F. Steinbecker,
president and chief executive officer of St. Joseph Light & Power
Company.
"The fire was a one-time event and the unit was returned to
service within weeks with no disruption of service to our
customers. We have applied for regulatory approval to defer the
costs and seek recovery over a five-year period in SJLP's next
general rate case. We continue to believe the merger with
UtiliCorp is beneficial to shareowners of both SJLP and UtiliCorp
and we intend to take the action necessary to ensure that the
merger is completed," he said.
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Contact: Jerry Musil, manager
Corporate Communications
816-387-6236 (office)
816-262-0374 (cellular)
[email protected] (email)
* * * * *
Forward-Looking Statements
This press release contains forward-looking statements within the
meaning of the federal securities laws. These forward-looking
statements reflect the Company's expectations and are based on
currently available information. Such statements include, but
are not limited to, information relating to the operations of the
Company, the outcome of regulatory proceedings, and the status,
timing and certainty of the proposed merger between the Company
and UtiliCorp. When used in this press release, the words
"anticipates," "believes," "expects," "intends" and similar
expressions as they relate to the Company or its management are
intended to identify such forward-looking statements. Actual
results, performance, achievements or other information may vary
materially from those expressed in, or implied by, such forward-
looking statements and are subject to numerous risks and
uncertainties. No assurances can be given that any of the events
anticipated by the forward-looking statements will transpire or
occur, or if any of them do so, what impact they will have on the
results of operations and financial conditions of the Company.
These statements are made in reliance upon the safe harbor
provisions of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. The Company disclaims any intention or obligation to
update or revise any forward-looking statements, whether as a
result of new information, future events, or otherwise.
