SEC Company Response from AQUILA INC (CIK 0000066960) — Jun 30, 2005
AQUILA INC (CIK 0000066960)
Date: June 30, 2005 · CIK: 0000066960 · Accession: 0001047469-05-018531
AI Filing Summary & Sentiment
File numbers found in text: 333-125441
Letter
VIA EDGAR AND E-MAIL Office of Merger and Acquisitions United States Securities and Exchange Commission File No. 005-40720 ("Schedule TO") Registration Statement on Form S-4/A Filed on June 22, 2005 File No. 333-125441 ("Registration Statement")
Dear Mr. Werbitt:
On behalf of Aquila, Inc. (the "Company"), in connection with the above-referenced Schedule TO and Registration Statement, we are writing in response to the Staff's comments on the Schedule TO and Registration Statement as set forth in your letter of June 29, 2005. For your convenience, we have repeated the substance of each comment along with the Company's response thereto.
The Company has filed today via EDGAR Amendment No. 2 to the Schedule TO and Pre-Effective Amendment No. 2 to the Registration Statement.
KANSAS CITY, MISSOURI • ST. LOUIS, MISSOURI • OVERLAND PARK, KANSAS • OMAHA, NEBRASKA
SPRINGFIELD, MISSOURI • EDWARDSVILLE, ILLINOIS • WASHINGTON, D.C. • LONDON, UNITED KINGDOM
AFFILIATES: LEEDS • MANCHESTER
MEMBER OF THE WORLD SERVICES GROUP
Mr. Jeffrey B. Werbitt
June 30, 2005
Page 2
The following constitute the Company's specific responses to the Staff's comments on the Schedule TO and Registration Statement:
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.
The Prospectus has been revised (i) to eliminate the ability of the Company to delay acceptance of validly tendered PIES if any condition to the premium offer has not been satisfied and (ii) to clarify that the Company has the right to terminate or extend the premium offer if any condition to the premium offer 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 and advise.
The Prospectus has been revised to eliminate the statement that an investor may not rely on the tax discussion for purposes of avoiding penalties.
Should you have any questions or comments regarding the foregoing, please call the undersigned at (816) 983-8316.
Sincerely,
/s/ KIRSTIN PACE SALZMAN
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4801 MAIN STREET SUITE 1000 KANSAS CITY, MO 64112
P.O. BOX 219777 KANSAS CITY, MO 64121-6777
TEL: (816) 983-8000
FAX: (816) 983-8080
WEBSITE: www.blackwellsanders.com
Kirstin Pace Salzman
DIRECT: (816) 983-8316
DIRECT FAX: (816) 983-8080
E-MAIL: ksalzman@blackwellsanders.com
June 30, 2005
VIA EDGAR AND E-MAIL
Mr. Jeffrey
B. Werbitt
Attorney-Advisor
Office of Merger and Acquisitions
United States Securities and Exchange Commission
Judiciary Plaza, 450 Fifth Street, N.W.
Washington, D.C. 20549
Re:Aquila, Inc.
Schedule TO-1/A
Filed
on June 22, 2005
File No. 005-40720 ("Schedule TO")
Registration Statement on Form S-4/A
Filed on June 22, 2005
File No. 333-125441 ("Registration Statement")
Dear
Mr. Werbitt:
On
behalf of Aquila, Inc. (the "Company"), in connection with the above-referenced Schedule TO and Registration Statement, we are
writing in response to the Staff's comments on the Schedule TO and Registration Statement as set forth in your letter of June 29, 2005. For your convenience, we have repeated the substance of
each comment along with the Company's response thereto.
The
Company has filed today via EDGAR Amendment No. 2 to the Schedule TO and Pre-Effective Amendment No. 2 to the Registration Statement.
KANSAS CITY, MISSOURI • ST. LOUIS, MISSOURI • OVERLAND PARK, KANSAS
• OMAHA, NEBRASKA
SPRINGFIELD, MISSOURI • EDWARDSVILLE, ILLINOIS • WASHINGTON, D.C. • LONDON,
UNITED KINGDOM
AFFILIATES: LEEDS • MANCHESTER
MEMBER OF THE WORLD SERVICES GROUP
Mr. Jeffrey B. Werbitt
June 30, 2005
Page 2
The
following constitute the Company's specific responses to the Staff's comments on the Schedule TO and Registration Statement:
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.
The Prospectus has been revised (i) to eliminate the ability of the Company to delay acceptance of validly tendered PIES if any condition to the premium
offer has not been satisfied and (ii) to clarify that the Company has the right to terminate or extend the premium offer if any condition to the premium offer 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 and advise.
The Prospectus has been revised to eliminate the statement that an investor may not rely on the tax discussion for purposes of avoiding penalties.
Should
you have any questions or comments regarding the foregoing, please call the undersigned at (816) 983-8316.
Sincerely,
/s/ KIRSTIN PACE SALZMAN
Kirstin
Pace Salzman
KPS/dg
cc:Christopher
M. Reitz, Esq., Aquila, Inc.
William S. Lamb, Esq., LeBoeuf, Lamb, Green & McRae, L.L.P.