Aquila Announces Exchange Offer for Its Outstanding Premium Income Equity Securities.KANSAS CITY Kansas City, two adjacent cities of the same name, one (1990 pop. 149,767), seat of Wyandotte co., NE Kansas (inc. 1859), the other (1990 pop. 435,146), Clay, Jackson, and Platte counties, NW Mo. (inc. 1850). , Mo. -- Aquila, Inc. (NYSE NYSE See: New York Stock Exchange :ILA ILA abbr. insulinlike activity ) today announced that it has filed a registration statement on Form S-4 in connection with an exchange offer involving its $345 million of 6.75% Premium Income Equity Securities(SM) ("PIES(SM)"). Pursuant to the exchange offer, Aquila is offering to holders of PIES a conversion premium, payable in shares of Aquila common stock, in addition to the 8.0386 shares of Aquila common stock per PIES the holders would receive upon optional conversion in accordance with the existing terms and conditions of the PIES. The exact number of shares to be issued as the conversion premium per PIES validly tendered and accepted by the company for early conversion will be determined after the close of business on July 1, 2005, in accordance with a formula described in the premium offer prospectus incorporated in the registration statement (provided the total number of shares will not exceed 9.8039 shares per PIES). The exchange offer commences today and is scheduled to expire at 5:00 p.m. New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. time on July 6, 2005, unless extended or terminated by Aquila. Holders of PIES must tender their securities for early conversion prior to the expiration date Expiration Date The day on which an options or futures contract is no longer valid and, therefore, ceases to exist. Notes: The expiration date for all listed stock options in the U.S. if they wish to participate in the exchange offer. PIES tendered for early conversion pursuant to the exchange offer may be withdrawn at any time prior to the expiration date or after July 29, 2005, if the tendered PIES have not been accepted by Aquila for early conversion. Union Bank of California Union Bank of California is one of the 30 largest commercial banks in the United States. It has 327 branches, the majority of which are in San Diego, Los Angeles and Orange Counties. , N.A. is exchange agent for the exchange offer. Aquila urges holders of PIES to read its exchange offer materials, including the premium offer prospectus and related letter of transmittal Letter of Transmittal A document used by security holder to accompany certificates surrendered in an exchange or other corporate action. , because they contain important information about the exchange offer. Copies of the premium offer prospectus and related letter of transmittal may be obtained from The Altman Group, Inc., which is serving as the information agent for the exchange offer. The Altman Group's address and telephone number are as follows:
The Altman Group, Inc.
1275 Valley Brook Avenue
Lyndhurst, NJ 07071
Toll Free: (800) 461-9316
Credit Suisse First Boston Credit Suisse First Boston was originally the trading name of the Financière Crédit Suisse-First Boston, a London-based 50-50 investment banking joint venture formed in 1978 between the First Boston Corporation and Credit Suisse. is the dealer manager for the exchange offer. "Premium Income Equity Securities" and "PIES" are service marks of Lehman Brothers Lehman Brothers Holdings Inc. (NYSE: LEH), founded in 1850, is a diversified, global financial services firm. It is a participant in investment banking, equity and fixed income sales, research and trading, investment management, private equity, and private banking. Inc. Based in Kansas City, Missouri Kansas City is the largest city in the state of Missouri. It encompasses parts of Jackson, Clay, Cass, and Platte counties and is the anchor city of the Kansas City Metropolitan Area, the second largest in Missouri, which includes counties in both Missouri and Kansas. , Aquila operates electricity and natural gas distribution utilities serving customers in Colorado, Iowa, Kansas, Michigan, Minnesota, Missouri and Nebraska. The company also owns and operates power generation assets. At March 31, 2005, Aquila had total assets of $4.7 billion. More information is available at www.aquila.com. A REGISTRATION STATEMENT RELATING TO THE SECURITIES REFERENCED HEREIN HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") BUT HAS NOT YET BECOME EFFECTIVE. THESE SECURITIES MAY NOT BE ISSUED OR PURCHASED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PRESS RELEASE SHALL NOT CONSTITUTE AN OFFER TO SELL OR BUY SECURITIES OR THE SOLICITATION OF AN OFFER TO SELL OR BUY SECURITIES, NOR SHALL THERE BE ANY SALE OR PURCHASE OF SECURITIES IN ANY STATE OR JURISDICTION IN WHICH SUCH OFFER, SOLICITATION, OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE OR JURISDICTION. Forward-Looking Statements Certain matters in this press release are forward looking regarding the timing of the exchange offer. There can be no assurance that Aquila will complete the exchange offer on the anticipated terms or at all. Successful completion and the timing of the exchange offer and actual results will depend on various factors, including without limitation the SEC declaring the registration statement effective, satisfaction of Aquila's obligations under its dealer manager agreement, satisfying requirements of the New York Stock Exchange New York Stock Exchange (NYSE) World's largest marketplace for securities. The exchange began as an informal meeting of 24 men in 1792 on what is now Wall Street in New York City. , and other conditions. |
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