Aquila Mails Additional Proxy Materials to Quanta Stockholders.Business Editors 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.--(BUSINESS WIRE)--May 3, 2002 Aquila, Inc. (NYSE NYSE See: New York Stock Exchange :ILA ILA abbr. insulinlike activity )(formerly UtiliCorp United Inc.) announced today that it is mailing additional proxy materials Proxy Materials Documents regulated by the Securities & Exchange Commission in which a public company outlines its methods and procedures. These documents are used to inform shareholders and solicit votes for corporate decisions, such as the election of directors and other to Quanta quan·ta n. Plural of quantum. stockholders of record for the upcoming Annual Meeting scheduled for May 23, 2002, in support of Aquila's slate of nominees for election to Quanta's Board of Directors. Included in Aquila's materials is the following letter to Quanta stockholders: To Our Fellow Quanta Stockholders: Accompanying this letter are Aquila's proxy statement Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. and a GOLD proxy card A proxy card is an easily-acquired or home-made substitute for a collectible card. A proxy is used when a collectible card game player does not own a card, and it would be impractical for such purposes to acquire the card. relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc the upcoming 2002 annual meeting of stockholders of Quanta Services, Inc. to be held on May 23, 2002. This material is being sent to all Quanta stockholders entitled en·ti·tle tr.v. en·ti·tled, en·ti·tling, en·ti·tles 1. To give a name or title to. 2. To furnish with a right or claim to something: to vote at its annual meeting. We are seeking your support to elect a new board of directors. For the reasons discussed in this letter and the accompanying proxy statement, we urge you to sign and return the enclosed en·close also in·close tr.v. en·closed, en·clos·ing, en·clos·es 1. To surround on all sides; close in. 2. To fence in so as to prevent common use: enclosed the pasture. GOLD proxy card in support of Aquila's board nominees. AQUILA IS COMMITTED TO MAXIMIZING VALUE FOR ALL QUANTA STOCKHOLDERS Aquila is Quanta's largest stockholder with a total equity investment exceeding $715 million. Consequently, our interest is closely aligned with all other Quanta stockholders and we only stand to gain from our investment in Quanta when and if Quanta's share price increases, as is true for every other stockholder. However, we realize that in order to win your support we need to provide our fellow stockholders with a compelling program for restoring value at Quanta. Together with our financial advisor, Salomon Smith Barney Smith Barney is a division of Citigroup Global Capital Markets Inc., a global, full-service financial firm, that provides brokerage, investment banking and asset management services to corporations, governments and individuals around the world. Inc., we have been evaluating a full range of options for maximizing stockholder value. Please consider what we are offering you: -- We believe that the adoption of the SECT, coupled with the new change-of-control arrangements, could have a chilling effect on potential acquirers, who will not only be required to fund the purchase of 8,000,000 additional shares, but also will be faced with the possibility that key members of management may walk away six months later for no good reason and pocket substantial severance payments. -- Even if a potential acquirer is willing to purchase Quanta, we believe the acquirer will likely reduce the price paid to Quanta's stockholders -- taking money out of your pockets -- as a result of the additional expense represented by the SECT and the change-in-control payments. We believe that our economic program offers significantly greater opportunities to enhance value at Quanta than the current Board's status quo [Latin, The existing state of things at any given date.] Status quo ante bellum means the state of things before the war. The status quo to be preserved by a preliminary injunction is the last actual, peaceable, uncontested status which preceded the pending controversy. posture posture /pos·ture/ (pos´choor) the attitude of the body.pos´tural pos·ture n. 1. A position of the body or of body parts. 2. can hope to achieve. WE BELIEVE IT IS IMPOSSIBLE FOR MANAGEMENT TO ARGUE THAT THEIR RECENT ACTIONS ARE IN THE BEST INTEREST OF STOCKHOLDERS You should know that the Board has taken actions that prohibit pro·hib·it tr.v. pro·hib·it·ed, pro·hib·it·ing, pro·hib·its 1. To forbid by authority: Smoking is prohibited in most theaters. See Synonyms at forbid. 2. Aquila from buying shares from fellow stockholders. Apparently, Quanta's directors had no complaints so long as they were the ones who sold their shares to Aquila and pocketed millions. In fact, during 1999 and 2000, Aquila purchased shares of Quanta stock from members of Quanta's Board and senior management for an aggregate price exceeding $115 MILLION:
Individuals Selling
Stock to Value Received
Aquila Position with Quanta from Aquila
John R. Colson CEO and Director $40,149,375
Vincent D. Foster Chairman and Director 7,647,500
John R. Wilson SVP and Director 20,211,937
John A. Martell Former Director 12,327,500
Gary A. Tucci Director 24,471,250
Luke T. Spalj Senior Vice President 9,559,375
James H. Haddox Chief Financial Officer 2,188,312
-----------
TOTAL $116,555,249
============
Yet, once they sold their shares to Aquila, the directors took it upon themselves to try to maintain control by adopting an amendment to Quanta's Poison Pill A defensive strategy based on issuing special stock that is used to deter aggressors in corporate takeover attempts. The poison pill is a defensive strategy used against corporate takeovers. -- in violation, we believe, of Quanta's expressed contractual commitments to Aquila -- that limited Aquila's ability to buy more shares from other stockholders. If Quanta's directors and management have essentially bailed out of their investment in Quanta, why won't they let Aquila purchase your shares? We believe that the directors and management, now that they have disposed dis·pose v. dis·posed, dis·pos·ing, dis·pos·es v.tr. 1. To place or set in a particular order; arrange. 2. of such a large portion of their shares, are trying to further enrich themselves, as well as to hold onto their jobs, by adopting the Stock Employee Compensation Trust, or SECT, and lucrative change-of-control agreements -- all at your expense. Consider the following: -- We believe that the adoption of the SECT, coupled with the new change-of-control arrangements, could have a chilling effect on potential acquirers, who will not only be required to fund the purchase of 8,000,000 additional shares, but also will be faced with the possibility that key members of management may walk away six months later for no good reason and pocket substantial severance payments. -- Even if a potential acquirer is willing to purchase Quanta, we believe the acquirer will likely reduce the price paid to Quanta's stockholders -- taking money out of your pockets -- as a result of the additional expense represented by the SECT and the change-in-control payments. The self-serving actions of Quanta's Board and management will have consequences: -- We believe that the adoption of the SECT, coupled with the new change-of-control arrangements, could have a chilling effect on potential acquirers, who will not only be required to fund the purchase of 8,000,000 additional shares, but also will be faced with the possibility that key members of management may walk away six months later for no good reason and pocket substantial severance payments. -- Even if a potential acquirer is willing to purchase Quanta, we believe the acquirer will likely reduce the price paid to Quanta's stockholders -- taking money out of your pockets -- as a result of the additional expense represented by the SECT and the change-in-control payments. QUANTA'S DIRECTORS HAVE BROKEN IMPORTANT AGREEMENTS IN ORDER TO RETAIN CONTROL As an important inducement Inducement Electra incited brother, Orestes, to kill their mother and her lover. [Gk. Myth.: Zimmerman, 92; Gk. Lit.: Electra, Orestes] Hezekiah exhorts Judah to stand fast against Assyrians. [O.T. to Aquila making its initial investment in Quanta, the Quanta board of directors agreed that Aquila would be permitted to continue to purchase up to 49.9% of Quanta's fully diluted di·lute tr.v. di·lut·ed, di·lut·ing, di·lutes 1. To make thinner or less concentrated by adding a liquid such as water. 2. To lessen the force, strength, purity, or brilliance of, especially by admixture. shares without interference from Quanta. What's more, Quanta agreed to assist Aquila in its efforts to acquire additional Quanta shares. Aquila would not have made any investment in Quanta without these promises. These agreements were memorialized by the following contractual provisions: Quanta shall "... assist [Aquila] in its efforts to acquire, in one or more privately negotiated transactions, [shares of Quanta's] Common Stock currently outstanding ..." "[Quanta] shall not adopt any stockholders rights plan that could have the effect of reducing [Aquila's] Fully Diluted Ownership Ratio below 49.9%." Remarkably, after the members of the current Quanta board sold their shares to Aquila, they took it upon themselves to try to hold onto control of Quanta by adopting an amendment to Quanta's Poison Pill that reduced the threshold at which Aquila is permitted to own Quanta stock to 39%, approximately our current level of ownership. This obvious breach of contract has prevented Aquila from buying your stock and is the subject of an arbitration preceding that could result in Quanta owing Aquila significant monetary damages Monetary damages, in civil law, refers to compensation given to an injured party by a liable party. Monetary damages may be restitution, a penalty, or both. . WE BELIEVE THE BEST COURSE FOR RESTORING VALUE AT QUANTA IS FOR STOCKHOLDERS TO SUPPORT AQUILA'S NOMINEES FOR ELECTION TO THE BOARD We do not believe it is in your best interest as a stockholder of Quanta to vote in favor of upon the side of; favorable to; for the advantage of. See also: favor continuing the status quo. We firmly believe it is in the best interests of Quanta and its stockholders for you to vote in favor of our nominees and, accordingly, we urge you to sign and return Aquila's GOLD proxy card and discard Quanta's white proxy card. On Behalf of Aquila, Inc. Robert K. Green President and Chief Executive Officer May 3, 2002 |
|
||||||||||||||||

Printer friendly
Cite/link
Email
Feedback
Reader Opinion