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-6
Under
the
Securities Exchange Act of 1934
Subject
Company: Aquila, Inc.
Commission
File No.: 333-142715
Information
Concerning Forward-Looking Statements
Statements
made in this document contain forward-looking information related to the
proposed acquisition of Aquila by Great Plains Energy, financial forecasts
of
each company and the combined company, and key assumptions underlying those
forecasts. In connection with the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995, Great Plains Energy and
Aquila
are providing a number of important factors, risks and uncertainties that
could
cause actual results to differ materially from the provided forward-looking
information, including, without limitation, the anticipated use of proceeds
to
be received from the sale of certain Aquila assets to Black Hills Corporation
prior to or immediately following completion of the pending acquisition
(including debt retirement); earnings growth; capital expenditures; rate
relief;
conditions imposed by regulatory approvals for the transaction; actual resulting
credit ratings of Great Plains Energy and Aquila; Aquila’s tax losses and Great
Plains Energy’s ability to utilize those losses; and the timing and amount of
transaction synergies anticipated by Great Plains Energy.
Additional
factors that could cause actual results to differ materially from this
forward-looking information are located on (i) with respect to Aquila, pages
64-65 of its Form 10-K for the year ended December 31, 2006; and (ii) with
respect to Great Plains Energy, pages 14-21 of its Form 10-K for the year
ended
December 31, 2006, and pages 72-76 of its Form 10-Q for the quarter ended
June
30, 2007. Additional risk factors that should be considered are
located on pages 28-39 of the definitive joint proxy statement/prospectus
included in the registration statement filed with the SEC by Great Plains
Energy
(File No. 333-142715). It is impossible to predict all factors that
could cause actual results to differ from this forward-looking information,
and
the parties undertake no obligation to publicly update or revise any
forward-looking information, 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 by Great Plains Energy, Great Plains
Energy filed with the SEC a registration statement on Form S-4 (Registration
No.
333-142715), containing a definitive joint proxy statement/prospectus and other
relevant materials. INVESTORS AND SECURITY HOLDERS OF GREAT PLAINS
ENERGY AND AQUILA ARE URGED TO READ THE DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS AND THE OTHER RELEVANT MATERIALS BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT GREAT PLAINS ENERGY, AQUILA AND THE ACQUISITION.
The registration statement, definitive joint proxy
statement/prospectus, other relevant materials and any other documents filed
by
Great Plains Energy or Aquila 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 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 by contacting Aquila, 20 West
Ninth Street, Kansas City, MO 64105, Attn: Investor Relations
This
filing consists of the following letter distributed to employees on September
14, 2007:
[Kansas
City Power & Light Company and Black Hills Corporation logos]
A
letter from the CEO:
The
Aquila Employee Hiring Process
As
we’ve
each discussed in our communications and employee forums since we announced
these transactions in February, Aquila, Great Plains Energy (GPE) and Black
Hills want to make certain that all employees remain informed of our progress
toward a successful transition. Our three companies have created a process
to
thoughtfully manage the selection process for Aquila employees, and this letter
will share the highlights with you.
Our
goal
has been to develop a recruiting/selection process that is comprehensive and
fair — one that incorporates employee feedback and allows GPE and Black Hills to
bring as much Aquila talent into our two organizations as possible.
As
you
know, upon deal close, all employees in Aquila’s electric utility in Colorado
and its gas utilities in Colorado, Kansas, Nebraska and Iowa will join Black
Hills. Also upon deal close, all Aquila Missouri union employees and the
majority of the non-union operations staff will join GPE. The remaining Aquila
employees — in the Shared Services/Corporate Services and portions of the
operations organizations working primarily in Missouri — will be carefully
considered for hire by both Black Hills and GPE. Employees who are offered
positions will be hired in three waves that will cascade through the Aquila
organization.
The
guiding principles that helped focus the joint team design of the recruitment
and selection process were:
1.
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Provide
employees a voice in the selection process through focus groups and
a
Capability and Interest Inventory to identify their strengths and
career
interests;
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2.
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Sequence
the recruiting waves to allow leaders’ input and suggestions on the
structure and staffing of the new organizations;
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3.
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Provide
adequate time for GPE and Black Hills to staff their respective
organizations and be ready for independent operations the day after
close;
and
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4.
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Provide
Aquila employees with clarity on their future by
year-end.
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OFFER
WAVES
Position
offers will occur in three waves:
Wave
1: We’ve already begun discussions with Aquila’s senior managers
regarding their career interests and the roles and responsibilities that Black
Hills and GPE need to fill. These positions will be part of the foundation
for
the new organizations and should provide more certainty to Aquila employees
regarding the commitment GPE and Black Hills have to building their capabilities
from the Aquila talent pool.
Wave
2: Planned to begin in October, this wave will include about 200
positions involving Aquila leaders who manage employees and those who serve
in
critical functions key to deal close, such as sections of IT, Energy Resources,
Finance and Accounting and Central Services.
Wave
3: Expected to take place in November, this wave will focus on more
than 300 staff in Shared Services/Corporate Services functions and non-union
operational positions.
Aquila
recently completed Managers Playbook Training for those who will be involved
in
the recruitment and selection process, so that they can understand their role
and help ensure successful results. Strategic Talent Solutions, the consulting
firm retained by GPE and Black Hills, will meet with managers and gather
employee information to supplement the Capability and Interest Surveys completed
by individual Aquila employees in August. Hiring managers at GPE and Black
Hills
will review the combined information and match employees’ interests, skills and
capabilities with their future organization’s needs.
HIRING
COMMUNICATIONS
Aquila
employees involved in the recruitment and selection process will receive one
of
three communications:
1.
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Individual
or dual offers for a full-time or transitional position that is contingent
on deal closure. This will include a job summary and location,
supervisor’s name, compensation, benefits and other important information;
or
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2.
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A
letter explaining that no position is currently available, but one
could
become available prior to deal close through normal employee attrition
or
new/emerging business plans. Employees who do not receive offers
initially
may receive one later, as needs are identified during the integration
and
transition planning process; or
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3.
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A
letter letting the employee know that no position exists for him/her.
Aquila will offer employment counseling and other Employee Support
Resources including a severance package for these
employees.
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HEALTH
CARE AND OTHER BENEFITS
GPE
and
Black Hills plan to provide information on the new benefits packages to Aquila
employees in September or October. These will include specific benefits
offerings and enrollment timing. Aquila employees joining GPE will migrate
to
GPE benefits which are generally the same or better than current Aquila
benefits.
GPE
retirement benefits will become effective immediately at close, while most
current Aquila health and welfare benefits will continue through 2008 and
migrate to GPE plans in 2009 during the normal company-wide open enrollment
period.
Aquila
employees who join Black Hills and relocate to an existing Aquila-based location
or facility will retain the same benefits package that they are currently
receiving for the foreseeable future. Employees who relocate to a current Black
Hills location or facility will receive the Black Hills Corporation benefits
package.
OPPORTUNITY
AND ADVOCACY
We
are
confident Aquila employees joining GPE and Black Hills will have meaningful
opportunities for personal and professional growth as we build the combined
organizations. All integration teams are working closely with the Culture and
Human Resources teams to plan a seamless transition. Detailed information
regarding the recruitment and selection process is being provided to company
leaders so they are ready to answer your questions and can help resolve issues
specific to your situation.
QUESTIONS
If
you
have any immediate questions on the recruiting and selection process, please
send them to kelly.murphy@aquila.com (816-527-1222),
marjorie.paxton@me00.KCPL.com (816-556-2136), or Pat Ebner, Director of
Human Resources, pebner@blackhillscorp.com (605-721-2333)
We
thank
you for your ongoing commitment to customers during this transition. We
appreciate your efforts to help produce long-term benefits for all stakeholders
— our customers, communities, shareholders and employees — through this
strategic transaction.
Sincerely,
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Sincerely,
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/s/
Mike Chesser
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/s/
David R. Emery
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Michael
Chesser
Chairman
and CEO, Great Plains Energy
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David
Emery
Chairman,
President & CEO, Black Hills Corporation
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