QuickLinks -- Click here to rapidly navigate through this document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
AQUILA, INC.
(Name Of Subject Company (Issuer))
UTILICORP UNITED INC.
Offeror
(Names Of Filing Persons (Identifying Status As
Offeror, Issuer Or Other Person))
CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE,
OF AQUILA, INC.
(Title Of Class Of Securities)
03840J106
(Cusip Number Of Class Of Securities)
LESLIE J. PARRETTE, JR., ESQ.
SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
UTILICORP UNITED INC.
20 WEST NINTH STREET
KANSAS CITY, MISSOURI 64105
(816) 421-6600
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Filing Persons)
- /
- / Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
- /x/
- third party tender offer subject to Rule 14d-1.
- /
- / issuer tender offer subject to Rule 13e-4.
- /
- / going-private transaction subject to Rule 13e-3.
- /
- / amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: / /
This Amendment No. 5 (this "Amendment No. 5") amends and supplements the Tender Offer Statement on Schedule TO as initially filed and dated December 3, 2001 (as previously amended and amended hereby, the "Schedule TO") filed by UtiliCorp United Inc, a Delaware corporation ("UtiliCorp"), relating to the offer by UtiliCorp to exchange shares of UtiliCorp common stock, par value $1.00 per share, for each outstanding share of Class A common stock, par value $0.01 per share, of Aquila, Inc., a Delaware corporation ("Aquila"), upon the terms and subject to the conditions set forth in UtiliCorp's prospectus, dated December 3, 2001, and in the related letter of transmittal (as they may be amended and supplemented), copies of which have been filed as an Exhibit to the Schedule TO.
A copy of the transcript of a presentation, which UtiliCorp gave to financial analysts on December 19, 2001 regarding the recombination of UtiliCorp and Aquila, is set forth as Exhibit (i)(21) to this Schedule TO and is incorporated by reference in its entirety into this Schedule TO.
ITEM 12. MATERIAL TO BE FILED AS EXHIBITS.
Item 12 is hereby amended and supplemented as follows:
(i)(21) The transcript of a presentation that UtiliCorp gave to financial analysts on December 19, 2001 regarding the recombination of UtiliCorp and Aquila (incorporated by reference to the filing on December 19, 2001 by UtiliCorp pursuant to Rule 425 under the Securities Act of 1933).
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
UTILICORP UNITED INC. | ||
By: | /s/ DAN STREEK | |
Name: | Dan Streek | |
Title: | Chief Financial Officer | |
Dated: | December 20, 2001 |