SEC Comment Letter for AQUILA INC (CIK 0000066960) — Jun 30, 2005
AQUILA INC (CIK 0000066960)
Date: June 30, 2005 · CIK: 0000066960 · Accession: 0000000000-05-033649
AI Filing Summary & Sentiment
File numbers found in text: 333-125441
Letter
Mail Stop 3628 June 29, 2005 Christopher M. Reitz, Esquire Senior Vice President, General Counsel and Corporate Secretary Aquila, Inc. 20 West Ninth Street Kansas City, Missouri 64105
Re: Aquila, Inc. Schedule TO-I/A Filed on June 22, 2005 File No. 005-40730 Registration Statement on Form S-4/A Filed June 22, 2005 File No. 333-125441
Dear Mr. Reitz:
We have reviewed your filings and have the following comments. Where indicated, we think you should revise your documents in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone number listed at the end of this letter.
Registration Statement on Form S-4/A Questions and answers about the Premium Offer, page 12
Will we accept all validly tendered PIES?, page 14
1. We refer you to prior comment 6. Your amended disclosure states that Aquila may delay acceptance of validly tendered PIES "if any condition to the premium offer has not been satisfied." Please confirm that you will extend the offer in the event any condition, other than the receipt of government approval, is not satisfied. United States Federal Income Tax Consequences, page 62
2. We refer you to your amended disclosure on the top of page 63. More specifically, you disclose that the investor may not rely upon this discussion for purposes of avoiding penalties. Please be advised that the opinion may not contain disclaimers that state that security holders are not entitled to rely on the opinion. Please revise or advise.
Closing
As appropriate, please amend your Schedule TO and registration statement in response to these comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provide any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
We will consider a written request for acceleration of the effective date of the registration statement as a confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. We will act on the request and, pursuant to delegated authority, grant acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding requesting acceleration of a registration statement. Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration. Please provide this request at least two business days in advance of the requested effective date.
Please direct any questions to me at (202) 551-3456. You may also contact me via facsimile at (202) 772-9203. Please send all correspondence to us at the following ZIP code: 20549.
Sincerely,
Jeffrey B. Werbitt
Attorney-Advisor
Office of Merger and Acquisitions
Show Raw Text
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Mail Stop 3628
June 29, 2005
Christopher M. Reitz, Esquire
Senior Vice President, General Counsel
and Corporate Secretary
Aquila, Inc.
20 West Ninth Street
Kansas City, Missouri 64105
Re: Aquila, Inc.
Schedule TO-I/A
Filed on June 22, 2005
File No. 005-40730
Registration Statement on Form S-4/A
Filed June 22, 2005
File No. 333-125441
Dear Mr. Reitz:
We have reviewed your filings and have the following
comments. Where indicated, we think you should revise your documents
in response to these comments. If you disagree, we will consider
your explanation as to why our comment is inapplicable or a revision
is unnecessary. Please be as detailed as necessary in your
explanation. In some of our comments, we may ask you to provide us
with information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is
to assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of our review. Feel free to call us at the telephone number listed
at the end of this letter.
Registration Statement on Form S-4/A
Questions and answers about the Premium Offer, page 12
Will we accept all validly tendered PIES?, page 14
1. We refer you to prior comment 6. Your amended disclosure
states that Aquila may delay acceptance of validly tendered PIES "if
any condition to the premium offer has not been satisfied." Please
confirm that you will extend the offer in the event any condition,
other than the receipt of government approval, is not satisfied.
United States Federal Income Tax Consequences, page 62
2. We refer you to your amended disclosure on the top of page 63.
More specifically, you disclose that the investor may not rely
upon this discussion for purposes of avoiding penalties. Please be
advised that the opinion may not contain disclaimers that state
that security holders are not entitled to rely on the opinion.
Please revise or advise.
Closing
As appropriate, please amend your Schedule TO and
registration statement in response to these comments. You may wish to
provide us with marked copies of the amendment to expedite our review.
Please furnish a cover letter with your amendment that keys your
responses to our comments and provide any requested information.
Detailed cover letters greatly facilitate our review. Please understand
that we may have additional comments after reviewing your amendment and
responses to our comments.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act of 1933 and the
Securities Exchange Act of 1934 as they relate to the proposed public
offering of the securities specified in the above registration statement.
We will act on the request and, pursuant to delegated authority,
grant acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review before
submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested effective
date.
Please direct any questions to me at (202) 551-3456. You may
also contact me via facsimile at (202) 772-9203. Please send all
correspondence to us at the following ZIP code: 20549.
Sincerely,
Jeffrey B. Werbitt
Attorney-Advisor
Office of Merger and Acquisitions
cc: Kirstin Pace Salzman, Esq.
Blackwell Sanders Peper Martin LLP
4801 Main Street, Suite 1000
Kansas City, MO 64112
William S. Lamb, Esq.
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
125 West 55th Street
New York, NY 10019
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