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 William H. Downey on February 7,
2007.
[On
Great
Plains Energy Incorporated Letterhead]
February
7, 2007
Dear
Community Partner:
This
morning, Great Plains Energy and Aquila made a joint announcement that will
result in significant benefits and opportunities for our two companies, our
community, our shareholders and our customers in the greater Kansas City region.
While you may have already heard the news, I wanted to personally reach out
to
you to share additional details about what this transaction means for our
customers, employees, and community.
Today,
we
announced that Great Plains Energy will acquire Aquila’s Missouri utility
operations to forge a strong regional electric utility, committed to providing
low-cost, reliable, clean energy to the Kansas City area at a time when the
region is experiencing dramatic growth and development. In a separate
transaction, Black Hills Corporation of Rapid City, South Dakota is acquiring
Aquila’s gas utility properties in Colorado, Kansas, Nebraska, and Iowa, and its
electric utility in Colorado.
The
Approval Process
The
transaction has been approved by the Boards of both Great Plains Energy and
Aquila and is subject to shareholder and regulatory approval. We expect to
close
in approximately one year. Until that time, Kansas City Power & Light and
Aquila will continue to operate as separate companies. Once the acquisition
is
complete, Aquila and its Missouri-based utilities will become part of
KCP&L’s existing operations. I will serve as Chief Executive Officer of the
new regional utility. Corporate offices will remain headquartered in Kansas
City, Missouri.
Customer
Benefits
For
both
Kansas City Power & Light and Aquila customers, this transaction will forge
an exceptionally strong regional electric utility committed to improving the
total living environment for customers and communities by providing low-cost,
reliable, clean energy. Combining Aquila’s and Great Plains Energy’s strengths
will result in superior customer service, enhanced reliability, and an even
greater investment in environmental stewardship and energy efficiency. Moreover,
our complementary service territories and generation portfolios provide the
opportunity to realize significant synergies that benefit customers.
Employees
We
are
excited about this transaction and the opportunities we believe it will provide
for our employees. As we move through the process, we will form transition
teams
to analyze the operations. We are committed to a seamless integration and will
keep communication lines open and inform employees of decisions that are made.
Great
Plains/Aquila/Page Two
Community
Presence
Both
KCP&L and Aquila will continue our strong commitments and investments in the
communities we serve. In fact, we look forward to building new relationships
and
further strengthening existing ones, particularly focusing on vulnerable youth
and education, the environment, and economic & workforce development. We
take our role in the community very seriously.
I
am
proud of KCP&L’s 125-year history in Kansas City and our reputation for
community investment, customer service, and business stability. In acquiring
Aquila, we considered the respective strengths, assets, and service territories
of both companies. The combined company will have the assets in place to help
our region grow while protecting our quality of life.
During
the next several days, a member of the Great Plains team will contact you to
discuss the deal and to answer any questions you might have regarding the
transaction and its impact on the Kansas City region. Additional information
is
located on our Web site: www.greatplainsenergy.com.
Thank
you
for your continued support of KCP&L. As we’ve done in the past with our
Comprehensive Energy Plan, we will continue to work collaboratively and keep
you
informed of major developments and announcements regarding the deal as we move
through the approval process.
Sincerely,
/s/
William H. Downey
William
H. Downey
President
& Chief Executive Officer
Kansas
City Power & Light
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.