Friday, February 12, 2016

Complete transcript- Empire District, Algonquin CEOs talk with financial analysts

(The following is a transcript of today's conference call between the CEOs of Empire District Electric Company and Algonquin, the company which has entered into a deal to buy the Joplin-based company for $2.4 billion.)

PRESENTATION

Operator

Good afternoon and welcome to the Empire District Electric Company Analyst Conference Call and Webcast. All participants will be in listen-only mode. Should you need assistance, please signal a conference specialist by pressing the star key followed by 0. After today’s presentation there will be an opportunity to ask questions. To ask a question you may press star then 1 on a touch-tone phone. To withdraw your question, please press star then 2. Please note this event is being recorded.

I’d now like to turn the conference over to Mr. Dale Harrington, Secretary and Director of Investor Relations. Please go ahead.

Dale Harrington

Thank you Nan, and good afternoon everyone. Welcome to today’s conference call where we will be discussing Algonquin Power and Utilities Corporation’s acquisition of Empire. Our joint press releases announcing the transaction were issued Tuesday of this week. Our press release and a live webcast of this call including our accompanying slide presentation are available on our website at www.empiredistrict.com and a replay of the call will be available on our website through February 18 of 2016.

Obama budget is irresponsible

(From Fourth District Congresswoman Vicky Hartzler)

This week President Obama sent his final budget proposal to Congress. And, instead of taking advantage of an opportunity to put forward common sense proposals, the President sounded a call for more government, more taxes, more spending, and more debt. It is a budget proposal that never balances and continues the out-of-control government spending that has become a characteristic of this Administration. While the Obama budget is irresponsible, I can assure you that I will be working with my colleagues on the House Budget Committee to release a budget that addresses the huge debt racked up in the last seven years and puts America on a road to responsible spending. We will deliver a budget that highlights your priorities and does not add even more to the massive $19 trillion debt that threatens our children and grandchildren.

There was some very good news from the United States Supreme Court this week as it issued a stay on the Obama Administration’s regulatory assault on coal. With this ruling, the Supreme Court has validated the concerns expressed from states like Missouri, who would see energy prices skyrocket as a result of the President’s war on coal. The American people must be protected from spiraling energy costs. I applaud the Supreme Court for standing up for mainstream America against the Obama Administration’s executive orders and the overreach of his Environmental Protection Agency.

Billy Long, Cancer Task Force is welcome news

(From Seventh District Congressman Billy Long)

In a recent staggering report from the American Cancer Society, it’s estimated that the number of new cancer cases in 2016 will reach nearly 35,000 in Missouri and top 1.6 million nationwide. More than one-third of those patients are expected to lose their battle with the disease. Unfortunately, however, cancer is far from being the only health threat to Americans. Currently, there are 10,000 known diseases, of which 700 are rare and only 500 have cures.

Advances in medicine that could help save patients are occurring more rapidly than ever. Yet, federal agencies tasked with drug and device approval, like the National Institutes of Health (NIH) and the Food and Drug Administration (FDA), are operating under protocols that make it practically impossible to keep up with innovation.

Thankfully, both the White House and Congress are taking action to revamp these outdated systems. In President Obama’s final State of the Union Address, he announced that Vice President Joe Biden would be tasked with leading a national “Moonshot” initiative to cure cancer.

This task force is welcome news to those of us on the House Energy & Commerce Committee, who worked diligently for more than two years on the 21st Century Cures initiative. Similar to the White House’s aim, this package shares goals for bringing our federal health care innovation screenings up to speed with technology. After passing the House last year with momentous bipartisan support, 21st Century Cures moved to the Senate, where a similar package is currently being debated.

Now, Vice President Biden’s cancer task force presents a major opportunity for collaboration with renewed momentum toward 21st Century Cures becoming law. Like the Vice President, I have also experienced having one of my children diagnosed with cancer and, even though my daughter’s treatment was extremely successful, I know that we are among the millions of Americans who have had to confront this indescribable anguish. Because of that, I trust that both sides of the aisle will look past politics and toward solutions in this life-saving endeavor.

Already, this new “Cancer Moonshot Task Force” has begun meeting to find solutions. Under Vice President Biden, this group of agency experts’ mission is to accelerate research innovation with heightened collaboration in the medical industry. Additionally, House Energy & Commerce Chairman Fred Upton has seized the opportunity to meet with task force members and urge them to work constructively toward a cancer ‘moonshot’ cure, and the many other treatments the 21st Century Cures is poised to bring about.

Going forward, I will continue doing everything within my power to make our federal health agencies work for patients, instead of blocking their treatments from becoming reality. The Cancer Moonshot Task Force and the 21st Century Cures initiative present a uncommon opportunity for this administration and Congress to work together to improve the lives of current and future patients.

Texting, capital punishment legislation discussed in Missouri Senate

Cravens named East Middle School principal

(From Joplin Schools)

Joplin Schools is pleased to announce that Jason Cravens has been named the new East Middle School principal. He will begin that position in August 2016. Cravens graduated from Missouri Southern State University with a bachelor's degree in education and earned his master's degree from Pittsburg State University. He taught for two years at College Heights Christian School and for five years at Joplin High School. In 2004, he became an assistant principal at JHS and served in that capacity for six years. In 2010, he moved to administration as director of instructional services and currently serves as executive director of secondary education for Joplin Schools.


"We are excited to have Jason serve as principal at East Middle School," said Joplin Schools Interim Superintendent Dr. Norm Ridder. "His experience as a teacher, assistant principal and district administrator and his understanding of building a culture of continuous improvement make him an ideal choice to lead East Middle School staff and students."


"I look forward to working with the staff, students, and parents at East in my new role," said Cravens. "With the help of our capable and dedicated teachers and staff, we will continue the positive momentum and focus on educational excellence at East."


Barbara Cox currently serves as interim principal for East Middle School. She will continue in that role through the end of the 2015-2016 school year.

Thursday, February 11, 2016

Agenda posted for next week's Joplin City Council meeting

COUNCIL AGENDA
February 16, 2016
6:00 P.M., Council Chambers
1.
Call To Order
Invocation
Pledge of Allegiance of the United States of America
2.
Roll Call
3.
Presentations
1.
Proclamation Recognizing March As Multiple Sclerosis Awareness Month. Requested By Kathy McCane, Missouri’s MSF Ambassador For MS.
2.
Deb Ollis, Chairman Of The Women’s Auxiliary Veterans Of Foreign Wars Post 534, Joplin, To Present Patriotism Award To The City Of Joplin For Flying The American Flag.
4.
Finalization Of Consent Agenda
5.
Reports And Communications
6.
Citizen Requests And Petitions
7.
Public Hearings
1.
PUBLIC HEARING PROCEDURES
2.
Public Hearing For Jon Buck To Operate A Vehicle For Hire Business In The City Of Joplin.
8.
Consent Agenda
1.
Minutes Of The February 1, 2016 Joplin City Council Meeting
Documents: FEB 1 2016.PDF
2.
COUNCIL BILL NO. 2016-254
AN ORDINANCE amending Ordinance No. 2004-256, passed by the Council of the City of Joplin, Missouri, November 15, 2004, by removing from District R-1 and including in District C-1-PD property as described below and located at 1820 South St. Louis Avenue in the City of Joplin, Jasper County, Missouri.
3.
COUNCIL BILL NO. 2016-255
AN ORDINANCE providing for the vacation of a 20-foot wide public utility easement located at the southeast corner of 20th Street and Arizona Avenue in the City of Joplin, Jasper County, Missouri.
9.
Resolutions
1.
RESOLUTION NO. 2016-002
A RESOLUTION authorizing a request for Emergency Watershed Protection Funding through the Natural Resources Conservation Service, Streambank Stabilization Program, authorizing the Director of Public Works to execute the appropriate documents;
10.
Ordinances - Emergency
1.
COUNCIL BILL NO. 2016 – 358
AN ORDINANCE approving the contract by and between the City of Joplin and Big Johns for the demolition of the structure(s) and clearing of lot area located at 815 ½ S. Pennsylvania. in the City of Joplin, Missouri, for the amount of Three Thousand and 00/100 Dollar (3,000.00); providing how the cost thereof shall be paid; how the assessment thereof shall be made; and containing an emergency clause. 
2.
COUNCIL BILL NO. 2016-359
AN ORDINANCE approving the contract by and between the City of Joplin and B & D Yardbuilders for the demolition of the structure(s) and clearing of lot area located at 2631 E. 5TH St. in the City of Joplin, Missouri, for the amount of Two Thousand Four Hundred and 00/100 Dollars (2,400.00); providing how the cost thereof shall be paid; how the assessment thereof shall be made; and containing an emergency clause.
3.
COUNCIL BILL NO. 2016-501
AN ORDINANCE amending the Annual Budget of the City of Joplin for the Fiscal Year 2015-2016 as adopted by Ordinance 2015-168 on October 19, 2015, to adjust appropriations in various funds and containing an emergency clause.
11.
Ordinances - First Reading
1.
COUNCIL BILL NO. 2016-005
AN ORDINANCE amending Chapter 114, Traffic, Article II, Administration and Enforcement. In general, amending Section 114-121 of the Joplin City Code.
12.
Ordinances - Second Reading And Third Reading
1.
COUNCIL BILL NO. 2016-253
AN ORDINANCE providing for the vacation of a public street right-of-way located at the northeast corner of Broadway Street and Buchanan Road, in the City of Joplin, Jasper County, Missouri.
2.
COUNCIL BILL NO. 2016-601
Amending the Classification and Pay Plan adopted by Ordinance No. 2012-173 and authorizing new classification titles for the Parks and Recreation Department.
13.
Unfinished Business
14.
New Business
1.
APPOINTMENTS/REAPPOINTMENTS TO BOARDS AND COMMISSIONS
2.
NEWS FROM THE PIO

Law firm that helps send American jobs overseas contributes to Billy Long

A law firm that specializes in outsourcing American jobs was among those who contributed to Billy Long's re-election campaign, according to his quarterly report filed January 30 with the Federal Election Commission.

Hunton & Williams, based in Richmond, Virginia, gave $1,000 to Long, the third time in the past four years that the firm has donated that amount to the Seventh District Congressman.

Hunton & Williams has a team of 40 lawyers which works with companies to help them outsource jobs, according to the company's Wikipedia entry:

Hunton & Williams has over 40 lawyers regularly allocated to working for the outsourcing industry, utilizing resources from the network of 800 other lawyers in the firm and prides themselves as having "over the past two decades, our attorneys have executed hundreds of outsourcing transactions worldwide valued at billions of dollars."[2] In acknowledgement of the law firms efforts, Hunton & Williams was listed by the International Association of Outsourcing Professionals (IAOP) as one of the "2012 World's Best Outsourcing Advisors", who "navigate" and arrange the organization of those businesses overseas for clients.[2]

In addition, the practice was ranked the #1 and #3 Outsourcing and Offshoring Legal Advisor in Brown & Wilson's Black Book of Outsourcing for the years 2008 and 2009.

In this Hunton & Williams blog, the writer offers the "Top 10 Considerations in Offshore Outsourcing, including the possible backlash companies may receive for costing American workers jobs by sending them overseas:

When outsourcing work offshore, organizations should consider the potential backlash at home. Offshoring is a very controversial issue, and organizations could face boycotts and scrutiny if they choose to outsource jobs overseas.

Of course, if the companies still want to cost American workers their jobs, Hunton & Williams are there to help them.

And Hunton & Williams is also there to help Billy Long.

How Empire District Electric officials explained sale to employees

(The following information was provided to Empire District Electric Company employees Tuesday.)


Background

Today we have announced an agreement and Plan of Merger under which Empire will merge with Liberty Utilities Central, a subsidiary of Liberty Utilities Co., the US subsidiary of Algonquin Power & Utilities Corporation (APUC).

As you know, in December we announced the Board of Directors was evaluating strategic alternatives.  As a result of our current financial strength and the operating expertise of our employees, we were able to secure a transaction that will benefit our employees, shareholders, customers and communities.

We are pleased to have reached an agreement that will preserve the Empire brand, maintain all of our current operations, staff, community presence and Joplin corporate headquarters.  Together with Liberty and Algonquin, Empire will be better positioned to build on our success in making lives better every day with reliable energy and service.

Who is Liberty / Algonquin?

·                  Liberty Utilities Co. is the US subsidiary of Algonquin Power & Utilities Corporation
·                  APUC is a growing renewable energy and regulated utility company with assets across North America. Their business model has been acquiring small utilities and leaving them in place.  They have three separate operating groups:
·                  The Distribution Group operates in the US:
·                  Includes regulated water, electric and natural gas operations
·                  Serves 560,000 customers in 11 states (as of Jan 2016)
·                  1450 employees
·                  Central Region includes — AR, IA, IL, KS, MO, OK & TX
·                  The Non-regulated Generation Group operates in Canada and the US:
·                  Wind, solar, hydroelectric & gas generation
·                  1,050 MWs of installed capacity
·                  The Transmission Group operates in Canada and the US:
·                  Investments in electric transmission and gas pipeline systems

What Does This Mean?

·                  Joplin will be the headquarters for Liberty Utilities Central Region operations
·                  Liberty Central Co., will be a subsidiary of Liberty Utilities Co. a US based company
·                  Will include operations in AR, IA, IL, KS, MO, OK & TX serving approximately 320,000 customers
·                  Following closing of the transaction, Empire senior leadership will lead the Liberty Utilities operations in the region
·                  The Empire brand will be maintained for at least 5 years
·                  Upon close of the transaction, Brad Beecher will serve as President & CEO of Liberty Central
·                  Liberty and Algonquin are committed to retaining Empire employees




·                  We will continue to provide safe and reliable service to our customers
·                  Our shareholders will receive $34 per share for their stock at the time of closing

Why Did Empire Evaluate Strategic Alternatives / Agree to a Merger?

Our Board of Directors has a fiduciary responsibility to our shareholders. They are always looking to maximize value for our shareholders (which includes many of you, in addition to our retirees and community members).We sought to proactively search out solutions to many market forces, from a position of strength. Our combination with Liberty and Algonquin will allow us not only to address industry trends (such as lower customer growth and changing environmental regulations), but also to more effectively capitalize on the growth and development opportunities they provide.

How is this Transaction Positive?

The transaction is good for both organizations.  It adds scale for both companies thus providing opportunities to pursue efficiencies, leverage best practices, and enhance service offerings.  In addition, the expertise of Empire’s employees in regulated utility operations is a benefit that Algonquin recognizes along with our strong reputation for delivering excellent service.  And Algonquin, through its unregulated generation group, brings significant expertise in developing and operating renewable power throughout North America.  Together, these strengths will allow our employees and customers to benefit from growth opportunities in both renewable and regulated businesses.

What Does This Mean for Employees?

Employment
·                  Empire staff is maintained to operate our current and possibly expanded business
·                  Opportunities for new or expanded roles for employees across a wider North American footprint
·                  Retain years of credited service
·                  Policies and agreements will be honored, including:
·                  Union Contract
·                  Vacation, sick leave, holidays, etc
Wages, Healthcare & Other Benefits
·                  Wages and benefits remain no less favorable for two years after the transaction closes
·                  Following that two-year period, for the next three years, wages and benefits will be no less favorable in the aggregate than those for similarly situated employees across the combined organization
·                  Benefit plans may not be amended in any material way for three years after closing
Post-retirement Benefits
·                  It is important to note: Pension benefits earned to date are protected by Federal law
·                  Post-retirement benefits will not be amended in a materially adverse manner for at least three years after close
·                  After three year period, post-retirement benefits will be no worse than those similarly situated across the combined organization
401k
·                  Empire stock in 401k plans will be converted to cash at time of close ($34/share) and employees will determine new investment elections.
·                  Employees will continue to receive a matching contribution, in some form, after close.
Employee Stock Purchase Plan
·                  Scheduled purchases will be issued as scheduled in May 2016




What Does This Mean for Shareholders?

Shareholders will receive $34 for each share of stock they hold at closing, representing a premium of approximately 50 percent of the unaffected stock price of $22.65 on December 10, 2015.

What Does This Mean for Customers?

Our customers will continue to receive the excellent service they have come to expect from experienced Empire employees.  As a result of the transaction there will be an opportunity to benefit from shared costs, broader diversification and economies of scale as part of a larger organization.  Also, they will see Empire continue its current level of involvement and charitable support for our local communities.

What Does This Mean for Current Projects?

We will continue business as usual.  We must remain focused on continuous improvement, a positive experience for our customers, regulatory compliance and an unwavering commitment to safety.

What are the Next Steps?

The transaction requires approval in all of Empire’s regulatory jurisdictions — Missouri, Kansas, Oklahoma, Arkansas and also from the Federal Energy Regulatory Commission.  Various other federal clearances are also required.

Shareholder approval is also required.  A proxy statement describing the transaction in greater detail and recommending shareholders vote in favor of the transaction will be filed with the SEC within approximately 60 days.

Once all approvals are in place, a closing date will be established and the Empire District shares will be purchased at $34 per share on that date.

When will the Transition Take Place?

Regulatory filings will occur over the next couple of months and typically take 9 — 18 months to reach conclusion.  If the approvals just described are not granted, the transaction will be terminated and Empire will continue to operate as it does today.  Regardless of the outcome, we will continue providing service to our customers.

What will Change from now through the Transaction Closing?

It is important that we continue with business as usual.  We will continue to provide the tools and workforce to meet the needs of our customers as we have in the past.  We will continue to evaluate and fill open positions, just as we always have, and reallocate resources to ensure operational efficiency when necessary

How will We Stay Informed?

It is our goal to keep employees as informed as possible.  However, as we move through this process, it is important to remember, we must strictly adhere to SEC regulations for the disclosure of certain information related to the proposed merger.  All communication documents, including this information guide, must be filed with the SEC.  As we, and you, communicate with others we must stick to the factual information that has been published and filed with the SEC, such as the news release, the employee meeting presentation and this information guide.

We will conduct periodic employee meetings to provide updates and answer questions.  We will also provide information through our normal communication channels including the ePortal and Dispatch.  Please watch these channels for updates and always know that your leadership team has an open door to help provide you with available information.




What Does This Mean for Me Today?

As we look forward to the next chapter with Liberty Utilities, we must continue our focus on performing our jobs safely and carrying out our mission:  Making lives better every day with reliable energy and service.

Additional Information and Where to Find It

The proposed transaction will be submitted to shareholders of Empire for their consideration.  In connection with the transaction, Empire will file a proxy statement and other materials with the U.S. Securities and Exchange Commission (the “SEC”). This communication is not a substitute for the proxy statement or any other document that Empire may send to its shareholders in connection with the proposed transaction. EMPIRE SHAREHOLDERS ARE ADVISED TO READ THE PROXY STATEMENT FOR THE PROPOSED TRANSACTION WHEN IT IS FILED, AND ANY AMENDMENT OR SUPPLEMENT THERETO THAT MAY BE FILED, WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT EMPIRE AND THE TRANSACTION. All such documents, when filed, are available free of charge at the SEC’s website at www.sec.gov, at Empire’s website at www.empiredistrict.com or by sending a written request to Corporate Secretary, The Empire District Electric Company, 602 S. Joplin Avenue, Joplin, Missouri 64801.

Participants in the Solicitation

Empire and its directors and executive officers are deemed to be participants in any solicitation of Empire shareholders in connection with the proposed transaction. Information about Empire’s directors and executive officers is available in Empire’s definitive proxy statement, filed on March 18, 2015, in connection with its 2015 annual meeting of shareholders, and in Empire’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014.


Tuesday, February 09, 2016

Hayslip to join Tawnya Bach on KOAM Morning News

The original anchor of KFJX's 9 p.m. news appears to be returning to local television Monday.

Comments on his Facebook page, indicate Michael Hayslip will join Tawnya Bach on the KOAM Morning News Monday, February 15. The station has been teasing the return without naming him, but noting that the replacement of Dave Pylant would be someone we might not be used to seeing in the morning.


Brunner:Koster's silence on violent crime in St. Louis is deafening

(From Missourians for John Brunner)

John Brunner today released the following statement condemning the failure of Missouri's top law enforcement official Chris Koster to provide decisive leadership on the issue of crime in Missouri's largest metropolitan area:

“The silence from Chris Koster on the issue of violent crime in St. Louis is deafening, and Missourians can’t afford to stand by idly while he decides if it’s in his political interest to do anything about it. In eight years as serving as Missouri's Chief Law Enforcement official Koster has continually failed to secure the safety of our citizens and get the most violent members of society off of our streets.

“Koster’s failures are unacceptable and a direct violation of Section 2 of the Bill of Rights of the Missouri Constitution, which states: That all constitutional government is intended to promote the general welfare of the people; that all persons have a natural right to life, liberty, the pursuit of happiness and the enjoyment of the gains of their own industry; that all persons are created equal and are entitled to equal rights and opportunity under the law; that to give security to these things is the principal office of government, and that when government does not confer this security, it fails in its chief design.

"This not just a 'St. Louis' issue Koster can disregard like he did the Ferguson unrest. St. Louis is an economic engine of our state, and Missouri's economy is at risk when our urban cores are not thriving. Crime rates rise when our citizens no longer have any hope of a promising future, and are trapped in a cycle of poverty and unemployment. Our state needs strong, accountable, decisive leadership now and as governor I will enact sweeping reforms to increase economic opportunity throughout Missouri. We need to create opportunity and hope through access to new, well-paying jobs. Finally, we need education reform in our failing districts and direct resources to our greatest investment - our children. Our state government has a basic core mission and responsibility to keep our streets, our homes, our neighborhoods, and our families safe and secure. Career politicians like Governor Jay Nixon and Attorney General Chris Koster have failed in that mission and responsibility."

According to recently released FBI data from January - June 2015, St. Louis is worst in the United States for rape, robbery, aggravated assault, and murder statistics.

Sources:
https://www.fbi.gov/about-us/cjis/ucr/crime-in-the-u.s/2015/preliminary-semiannual-uniform-crime-report-januaryjune-2015/tables/table-4/table-4-state-pieces/table_4_january_to_june_2015_offenses_reported_to_law_enforcement_by_state_illinois_through_missouri.xls
http://www.dailymail.co.uk/news/article-3437350/St-Louis-takes-number-one-spot-FBI-s-violent-cities-state.html#ixzz3zgSMz7rQ