-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VqwhFij5e86mnFbc8FwaXf5gvC9ht59gbcJLOWTDSa+HkWjYUEOlCRw3JgG13zJA l5vOdvl4952KLD3fHg+qFQ== 0001005477-99-003381.txt : 19990805 0001005477-99-003381.hdr.sgml : 19990805 ACCESSION NUMBER: 0001005477-99-003381 CONFORMED SUBMISSION TYPE: DEFR14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990804 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EMPIRE DISTRICT ELECTRIC CO CENTRAL INDEX KEY: 0000032689 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 440236370 STATE OF INCORPORATION: KS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFR14A SEC ACT: SEC FILE NUMBER: 001-03368 FILM NUMBER: 99677988 BUSINESS ADDRESS: STREET 1: 602 JOPLIN ST CITY: JOPLIN STATE: MO ZIP: 64801 BUSINESS PHONE: 4176255100 MAIL ADDRESS: STREET 1: P.O. BOX 127 CITY: JOPLIN STATE: MO ZIP: 64802 DEFR14A 1 DEFINITIVE ADDITIONAL MATERIALS SCHEDULE 14A Information Required in Proxy Statement SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant |X| Filed by a Party other than the Registrant |_| Check the appropriate box: |_| Preliminary Proxy Statement |_| Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |_| Definitive Proxy Statement |X| Definitive Additional Materials |_| Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12 Empire District Electric Company - -------------------------------------------------------------------------------- (Name of Registrant as Specified in its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): |X| No fee required. |_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 1) Title of each class of securities to which transaction applies: -------------------------------------------------------------------------- 2) Aggregate number of securities to which transaction applies: -------------------------------------------------------------------------- 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): -------------------------------------------------------------------------- 4) Proposed maximum aggregate value of transaction: -------------------------------------------------------------------------- 5) Total fee paid: -------------------------------------------------------------------------- |_| Fee paid previously with preliminary materials. |_| Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: -------------------------------------------------------------------------- 2) Form, Schedule or Registration Statement No.: -------------------------------------------------------------------------- 3) Filing Party: -------------------------------------------------------------------------- 4) Date Filed: THE EMPIRE DISTRICT ELECTRIC COMPANY 602 Joplin Street Joplin, Missouri 64801 August 5, 1999 Dear Stockholder: On May 10, 1999, your Company agreed to merge with UtiliCorp United Inc., a multinational energy and energy services company headquartered in Kansas City, Missouri. Upon completion of the merger, you will receive $29.50 in value for each Empire share that you own,(1) payable, at your election, in UtiliCorp common stock or cash. Your Board of Directors believes that the merger offers you an attractive premium and the potential for increased dividends, and has unanimously recommended that you vote FOR the merger. In reaching its conclusion, your Board considered, among other things, the opinion of its financial advisor, Salomon Smith Barney Inc., that the merger was fair, from a financial point of view, to Empire common stockholders. For 90 years, Empire's goal has been to provide low-cost, reliable service to our customers and increasing value to our stockholders. Over the past decade, as our industry has evolved and moved toward deregulation, our management and board of directors have continually evaluated our position in the marketplace. We believe that our merger with UtiliCorp, with whom we share a common vision, will enhance our ability to compete in a deregulated environment and deliver value to stockholders, while continuing our commitment to the customers and communities we serve. I urge you to vote FOR the merger today. The merger consideration represents a premium of 39 percent to Empire stockholders, based on Empire's closing share price of $21.25 on May 10, 1999,(2) and an approximate 14 percent increase in annual dividend based on UtiliCorp's current dividend rate and current common stock price. For further information, please read the proxy statement dated August 2, 1999, previously provided to you. Since approval of the merger requires the affirmative vote of a majority of the shares outstanding, a failure to vote will have the same effect as a vote against the merger. Therefore, your vote is important, no matter how many or how few shares you may own. Please sign, date and return the enclosed proxy card today in the envelope provided. Sincerely, /s/ M. W. McKinney M. W. McKinney President and Chief Executive Officer - ---------- (1) Subject to a collar provision under which the value of the merger consideration per share will decrease if UtiliCorp's common stock is below $22 per share at closing and will increase if UtiliCorp's common stock is above $26 per share at closing. (2) The last trading day prior to the public announcement of the merger agreement on May 11, 1999. ================================================================================ If you have any questions, or need assistance in voting your shares, please call our proxy solicitor, INNISFREE M&A INCORPORATED TOLL-FREE, at 1-888-750-5834. IMPORTANT NOTE: If you hold your shares through a bank or broker, you may be able to vote by telephone, or via the Internet. Please call Innisfree at 888-750-5834 for assistance. ================================================================================ -----END PRIVACY-ENHANCED MESSAGE-----