Unassociated Document
Filed
by
Great Plains Energy Incorporated
Pursuant
to Rule 425 under the Securities Act of 1933
And
deemed filed pursuant to Rule 14a-12
Under
the
Securities Exchange Act of 1934
Subject
Company: Aquila, Inc.
Commission
File No.: 1-03562
This
filing consists of a letter sent by Michael Chesser to Aquila, Inc., retirees
on
February 8, 2007.
[On
Great
Plains Energy Letterhead]
February
8, 2007
Dear
Retiree:
Yesterday,
we announced some important news: that with the enthusiastic support of our
Board of Directors and senior management team, we have signed a definitive
agreement involving two transactions.
In
the
first of these transactions, Black Hills Corporation will acquire, for cash,
Aquila’s electric utility in Colorado and its gas utilities in Colorado, Iowa,
Kansas and Nebraska. In a second transaction, Great Plains Energy will acquire
Aquila with a combination of cash and stock, and merge Aquila’s Missouri-based
utilities with its own.
We
expect
the transactions to close in approximately one year. Until the transactions
close, all three companies will remain independent, stand-alone enterprises.
The
combination of Great Plains Energy and Aquila will enhance the combined
company’s position as a strong regional utility well-situated to meet the
growing energy needs of western Missouri. Black Hills’ purchase will
significantly broaden its regional presence and retail utility base, while
making Aquila’s employees in the four states important parts of an enterprise
well-positioned for long-term growth and success.
For
retirees of Aquila, pension benefits will be unaffected by the transactions
-
only the company name on the pension check will change once the deals close.
It
is expected that retiree medical benefits will be provided under Great Plains
Energy’s or Black Hills’ benefit plans after the transactions are completed.
Aquila, Great Plains Energy and Black Hills will keep retirees informed and
provide details throughout
the
transition process.
While
there will be some job loss in Missouri, we expect a majority of current Aquila
employees to be offered positions with either Great Plains Energy or Black
Hills. Integration teams in which all three companies will be represented will
be formed in the weeks ahead and begin the process of determining how best
to
achieve smooth and seamless transitions to the new Great Plains Energy and
the
new Black Hills. During this time, all employees of all three companies will
remain focused on serving customers and communities with the same level of
reliability, efficiency and, above all, safety customers have come to expect.
We’ll
do
our very best, throughout the approval process, to keep you fully informed
of
our progress in getting these two exciting deals done.
Thank
you
for your continuing interest and support.
Sincerely,
/s/
Michael Chesser
Michael
Chesser
Chairman
& CEO
Great
Plains Energy
Information
Concerning Forward-Looking Statements
Statements
made in this document that are not based on historical facts are
forward-looking, may involve risks and uncertainties, and are intended to be
as
of the date when made. In connection with the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995, Great Plains Energy is
providing a number of important factors, risks and uncertainties that could
cause actual results to differ materially for the provided forward-looking
information. These include: obtaining shareholder approvals required for the
transactions; the timing of, and the conditions imposed by, regulatory approvals
required for the transactions; satisfying the conditions to the closing of
the
transactions; Great Plains Energy successfully integrating the acquired Aquila,
Inc., businesses into its other operations, avoiding problems which may result
in either company not operating as effectively and efficiently as expected;
the
timing and amount of cost-cutting synergies; unexpected costs or unexpected
liabilities, or the effects of purchase accounting may be different from Great
Plains Energy’s expectations; the actual resulting credit ratings of Great
Plains Energy or Aquila, Inc., or their respective subsidiaries; the effects
on
the businesses of Great Plains Energy or Aquila, Inc., resulting from
uncertainty surrounding the transactions; the effect of future regulatory or
legislative actions on Great Plains Energy or Aquila, Inc.; and other economic,
business, and/or competitive factors. Additional factors that may affect the
future results of Great Plains Energy are set forth in its most recent
quarterly
report on Form 10-Q or annual report on Form 10-K with the Securities and
Exchange Commission ("SEC"), which are available at www.greatplainsenergy.com.
Great Plains Energy undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.
Additional
Information and Where to Find It
In
connection with the acquisition of Aquila, Inc., by Great Plains Energy, Great
Plains Energy intends to file with the SEC a registration statement on Form
S-4,
containing a joint proxy statement/prospectus and other relevant materials.
The
final joint proxy statement/prospectus will be mailed to the stockholders of
Great Plains Energy and Aquila, Inc.. INVESTORS AND SECURITY HOLDERS OF GREAT
PLAINS ENERGY AND AQUILA, INC., ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND THE OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT GREAT PLAINS ENERGY,
AQUILA, INC., AND THE ACQUISITION. The registration statement and joint proxy
statement/prospectus and other relevant materials (when they become available),
and any other documents filed by Great Plains Energy or Aquila, Inc., with
the
SEC, may be obtained free of charge at the SEC’s web site at www.sec.gov. In
addition, investors and security holders may obtain free copies of the documents
(when they are available) filed with the SEC by Great Plains Energy by directing
a request to: Great Plains Energy, 1201 Walnut, Kansas City, MO 64106, Attn:
Investor Relations. Investors and security holders may obtain free copies of
the
documents filed with the SEC by Aquila, Inc., by contacting Aquila, Inc., 20
West Ninth Street, Kansas City, MO 64105, Attn: Investor Relations.
Participants
in Proxy Solicitation
Great
Plains Energy, Aquila, Inc., and their respective executive officers and
directors may be deemed to be participants in the solicitation of proxies
relating to the proposed transaction. Information about the executive officers
and directors of Great Plains Energy and their ownership of Great Plains Energy
common stock is set forth in Great Plains Energy’s Annual Report on Form 10-K
for the year ended December 31, 2005, which was filed with the SEC on March
8,
2006, and the proxy statement for Great Plains Energy’s 2006 Annual Meeting of
Stockholders, which was filed with the SEC on March 20, 2006. Information
regarding Aquila, Inc., directors and executive officers and their ownership
of
Aquila, Inc., common stock is set forth in Aquila’s Annual Report on Form 10-K
for the year ended December 31, 2005, which was filed with the SEC on March
7,
2006 and the proxy statement for Aquila’s 2006 Annual Meeting of Stockholders,
which was filed with the SEC on March 24, 2006. Investors and security holders
may obtain more detailed information regarding the direct and indirect interests
of Great Plains Energy, Aquila, Inc., and their respective executive officers
and directors in the proposed transaction by reading the joint proxy
statement/prospectus regarding the proposed transaction when it becomes
available.