EDE Empire District Electric Company (The)

Summary

         This summary highlights selected information from this proxy statement related to the merger of Liberty Sub Corp. with and into The Empire District Electric Company, which we refer to as the merger, and may not contain all of the information that is important to you. To understand the merger more fully and for a more complete description of the legal terms of the merger, you should read carefully this entire proxy statement, the annexes to this proxy statement and the documents we file from time to time with the U.S. Securities and Exchange Commission, which we refer to as the SEC, including our definitive Proxy Statement, dated March 18, 2016, in connection with our 2016 annual meeting of shareholders and our Annual Report on Form 10-K for the year ended December 31, 2015. The merger agreement is attached as Annex A to this proxy statement. We encourage you to read the merger agreement, which is the legal document that governs the merger, in its entirety.

         Except as otherwise specifically noted in this proxy statement, "The Empire District Electric Company," "Empire," "we," "our," "us" and similar words in this proxy statement refer to The Empire District Electric Company, including, in certain cases, its subsidiaries. Throughout this proxy statement, we refer to Liberty Utilities (Central) Co. as "Liberty Central" and Liberty Sub Corp. as "Merger Sub." In addition, throughout this proxy statement, we refer to the Agreement and Plan of Merger, dated as of February 9, 2016, as it may be amended from time to time, by and among Empire, Liberty Central and Merger Sub as the "merger agreement." Also, throughout this proxy statement, we refer to Empire's board of directors as the "Board."

The Special Meeting (page 24)

Date, Time and Place

        We will hold a special meeting of the shareholders of Empire on June 16, 2016, which we refer to as the special meeting, at the Joplin Convention Center, 3535 Hammons Blvd., Joplin, Missouri, at 9:00 a.m., local time.

Record Date; Shares Entitled to Vote

        You are entitled to vote at the special meeting if you owned shares of common stock, $1.00 par value, of Empire, which is referred to as our common stock or Empire common stock, at the close of business on May 2, 2016, which we refer to as the record date. You will have one vote at the special meeting for each share of our common stock you owned at the close of business on the record date.

Purpose

        At the special meeting, we will ask our shareholders to vote on proposals (i) to adopt the merger agreement, (ii) to adjourn the special meeting to a later date to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting, which we sometimes refer to as the adjournment proposal and (iii) to approve, by nonbinding, advisory vote, compensation that will or may become payable by Empire to its named executive officers in connection with the merger.

Quorum

        As of the record date, there were 43,763,617 shares of our common stock outstanding and entitled to vote at the special meeting. The presence, either in person or represented by proxy, of the holders of a majority of the outstanding shares of our common stock entitled to vote at the special meeting will constitute a quorum at the special meeting. As a result, in order to have a quorum at the special meeting, 21,881,809 shares of our common stock must be represented by shareholders present, in person or represented by proxy, at the special meeting.

Required Vote

        The affirmative vote of the holders of a majority of the outstanding shares of our common stock is required to adopt the merger agreement. Approval of the adjournment proposal, whether or not a quorum is present, requires the affirmative vote of a majority of the votes cast by the holders of outstanding shares of our common stock at the special meeting. Approval, by nonbinding, advisory vote, of compensation that will or may become payable by Empire to its named executive officers in connection with the merger requires the affirmative vote of a majority of the votes cast by the holders of outstanding shares of our common stock at the special meeting.

Algonquin Power & Utilities Corp.

        Algonquin Power & Utilities Corp. ("Algonquin") is a C$5 billion North American diversified generation, transmission and distribution utility. The Algonquin distribution group provides rate regulated water, electricity and natural gas utility services to approximately 560,000 customers in the United States. The Algonquin generation group owns a portfolio of North American based contracted wind, solar, hydroelectric and natural gas powered generating facilities representing more than 1,100 MW of installed capacity. The Algonquin transmission group invests in rate regulated electric transmission and natural gas pipeline systems in the United States and Canada. Common shares and preferred shares of Algonquin are traded on the Toronto Stock Exchange under the symbols AQN, AQN.PR.A and AQN.PR.D.

Liberty Utilities (Central) Co.

        Liberty Central is a direct wholly owned subsidiary of Liberty Utilities Co., which itself is an indirect wholly owned subsidiary of Algonquin and an intermediate holding company for all of Algonquin's rate-regulated electric, natural gas and water utilities across the United States. Liberty Central was formed in anticipation of the merger to serve, following the merger, as a regional holding company for Empire, its subsidiaries and, subject to receipt of any regulatory approvals required in connection with such internal reorganization, the distribution utility operations of Liberty Utilities' operating in the central United States.

Liberty Sub Corp.

        Merger Sub is a Kansas corporation and a direct wholly owned subsidiary of Liberty Central. Liberty Central formed Merger Sub solely for the purpose of entering into the merger agreement and completing the transactions contemplated by the merger agreement, including the merger. Merger Sub has not conducted any business operations except in furtherance of this purpose and activities incident to its formation. Upon completion of the merger, Merger Sub will cease to exist.

Effect of the Merger (page 28)

        Upon the terms and subject to the conditions of the merger agreement, at the effective time of the merger, Merger Sub will merge with and into Empire, with Empire continuing as the surviving corporation. As a result of the merger, Empire will become a direct, wholly owned subsidiary of Liberty Central, and our common stock will no longer be publicly traded. In addition, our common stock will be delisted from the NYSE and deregistered under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act. Therefore, after the merger, we will no longer file periodic reports with the SEC on account of our common stock. If the merger is completed, you will not own any shares of the capital stock of the surviving corporation.

        The time at which the merger becomes effective, which we refer to as the effective time of the merger, will occur upon the filing of the certificate of merger with respect to the merger, which we refer to as the certificate of merger, with the Secretary of State of the State of Kansas in accordance with the Kansas General Corporation Code, which we refer to as the "KGCC," or at such later time as we, Liberty Central and Merger Sub may agree and specify in the certificate of merger.

Effect on Empire if the Merger is Not Completed (page 28)

        If the merger agreement is not adopted by Empire's shareholders or if the merger is not completed for any other reason, Empire's shareholders would not receive any payment for their shares of common stock. Instead, Empire would remain an independent public company, and our common stock would continue to be listed and traded on the NYSE and registered under the Exchange Act. Accordingly, we would continue to file periodic reports with the SEC on account of our common stock.

        If the merger agreement is terminated under specified circumstances, Empire may be required to pay Liberty Central a termination fee or may be entitled to receive a termination fee from Liberty Central. See "—Termination Fees" and "Proposal 1: Approval of the Merger Agreement—Effect of Termination and Termination Fees—Empire Termination Fees."

Merger Consideration (page 29)

        In the merger, each share of our common stock that is issued and outstanding immediately prior to the effective time of the merger (other than shares of common stock owned by us as treasury stock, if any, shares of common stock owned by our wholly owned subsidiaries, if any, and shares of common stock owned directly or indirectly by Algonquin Power & Utilities Corp. (the "Guarantor") or its subsidiaries and shares of common stock owned by shareholders who have perfected and not withdrawn a demand for appraisal rights with respect to such shares of common stock) will be canceled and retired and converted automatically into the right to receive $34.00 in cash, without interest and less any applicable withholding taxes, which we refer to as the per-share merger consideration.

        After the merger is completed, under the terms of the merger agreement, you will have the right to receive the per-share merger consideration, but you will no longer have any rights as an Empire shareholder.

Recommendation of the Board and Reasons for the Merger (page 36)

        The Board, after considering the factors described in "The Merger—Recommendation of the Board and Reasons for the Merger," has unanimously determined that the terms of the merger agreement and the transactions contemplated by the merger agreement, including the merger, are fair to and in the best interests of Empire and its shareholders, has declared advisable the merger agreement and has adopted and approved the merger agreement and the transactions contemplated by the merger agreement, including the merger. The Board recommends that you vote "FOR" the approval of the merger agreement, "FOR" the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting and "FOR" the proposal to approve, by nonbinding, advisory vote, compensation that will or may become payable by Empire to its named executive officers in connection with the merger.

Opinion of Moelis & Company LLC (page 45)

        Moelis & Company LLC, which we refer to as "Moelis", was retained by Empire to act as its financial advisor in connection with the proposed merger. In connection with the merger, the Board received a written opinion, dated February 9, 2016, from Moelis as to the fairness, from a financial point of view and as of the date of such opinion, of the per-share merger consideration to be received by holders of Empire common stock. The full text of Moelis' written opinion, dated February 9, 2016, which sets forth the assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken in connection with the opinion, is attached as Annex B to this proxy statement and is incorporated herein by reference. Holders of Empire common stock are encouraged to read Moelis' written opinion carefully and in its entirety. Moelis' opinion was provided for the use and benefit of the Board (in its capacity as such) in its evaluation of the merger. Moelis' opinion is limited to the fairness, from a financial point of view, of the per-share merger consideration and does not address Empire's underlying business decision to effect the merger or the relative merits of the merger as compared to any alternative business strategies or transactions that might be available with respect to Empire. Moelis' opinion does not constitute a recommendation to any stockholder of Empire as to how such stockholder should vote or act with respect to the merger or any other matter.

        Further, Empire agreed to pay Moelis a fee equal to a percentage of the consideration to be paid to Empire's equity holders (including amounts payable to holders of options, warrants and convertible securities) plus assumed debt, one-quarter of which ($3.424 million) was paid in connection with the delivery of its opinion (regardless of the conclusion reached therein), one-quarter of which becomes payable upon the approval of the merger by the stockholders of Empire, and the remainder becomes payable upon completion of the merger. Based on the consideration to be paid to Empire's equity holders, plus the assumed debt as of December 31, 2015, the estimated aggregate amount of the fees payable to Moelis is $13.695 million.

Interests of the Directors and Executive Officers of Empire in the Merger (page 50)

        When considering the recommendation of the Board that you vote "FOR" the approval of the merger agreement, you should be aware that Empire's executive officers and directors may have interests in the merger that may be deemed to be in addition to or different from your interests as a shareholder. The Board was aware of and considered these interests to the extent such interests existed at that time, among other matters, in evaluating and negotiating the merger agreement, in approving the merger agreement and the merger and in recommending that the merger agreement be adopted by the shareholders of Empire. Those interests include the following:

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cancellation and conversion of vested and unvested Empire equity-based awards into the right to receive cash, at (or following) the effective time of the merger;



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entitlement of each executive officer to receive payments and benefits under his or her change-in-control severance agreement if there is an "involuntary" or a "voluntary" termination of the executive officer's employment with Empire during a specified period following the effective time of the merger;



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pursuant to the merger agreement, indemnification from the surviving corporation for each current and former director, officer or employee of Empire and its subsidiaries for liabilities for acts or omissions occurring at or prior to the effective time of the merger and the surviving corporation's requirement to maintain directors' and officers' and fiduciary liability insurance policies for six years following the effective time of the merger, subject to certain limitations on the amount of premiums payable under such policies, see "Proposal 1: Approval of the Merger Agreement—Indemnification, Exculpation and Insurance;" and



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pursuant to the merger agreement, the agreement by Liberty Central to (i) appoint the current members of the board of directors of Empire to the board of directors of Liberty Central at closing, (ii) appoint the current chief executive officer of Empire as chief executive officer of Liberty Central after closing, and (iii) following the closing, cause the governance and nominating committee of the board of directors of the Guarantor to consider current members of the board of directors of Empire for vacancies on the Guarantor's board of directors.

        If the proposal to adopt the merger agreement is approved by our shareholders, the shares of our common stock held by our directors and executive officers will be treated in the same manner as the outstanding shares of our common stock held by all other shareholders of Empire entitled to receive the per-share merger consideration.

Appraisal Rights (page 56)

        Under the KGCC, our shareholders that do not vote for the adoption of the merger agreement have the right to seek appraisal of the fair value of their shares of common stock in cash as determined by the applicable district court in Kansas, but only if they comply fully with all of the applicable requirements of the KGCC, which are summarized in this proxy statement. Any appraisal amount determined by the court could be more than, the same as, or less than the value of the merger

consideration. Any shareholder intending to exercise appraisal rights must, among other things, submit a written demand for appraisal to us before the vote on the adoption of the merger agreement and must not vote or otherwise submit a proxy in favor of adoption of the merger agreement. Failure to follow the procedures specified under the KGCC will result in the loss of appraisal rights. Because of the complexity of the KGCC relating to appraisal rights, if you are considering exercising your appraisal rights, we encourage you to seek promptly the advice of your own legal and financial advisors. See "Appraisal Rights," as well as Annex C, for additional information about these matters.

United States Federal Income Tax Consequences of the Merger (page 59)

        The exchange of shares of our common stock for cash pursuant to the merger will be a taxable transaction to U.S. holders (as defined in "The Merger—United States Federal Income Tax Consequences of the Merger") for United States federal income tax purposes. In general, a U.S. holder will recognize taxable gain or loss, measured by the difference, if any, between the amount of cash received by the holder in the merger, and the adjusted tax basis of our common stock surrendered in exchange therefor. A non-U.S. holder (as defined in "The Merger—United States Federal Income Tax Consequences of the Merger") generally will not be subject to United States federal income tax on the exchange of shares of our common stock for cash pursuant to the merger but may be subject to United States backup withholding unless the non-U.S. holder complies with certain certification procedures or otherwise establishes a valid exemption from backup withholding. Shareholders should read "The Merger—United States Federal Income Tax Consequences of the Merger" below. Shareholders should also consult their tax advisors to determine the particular tax consequences to them (including the application and effect of any United States federal non-income, state, local and non-United States tax laws) of the merger.

Regulatory Approvals Required for the Merger (page 62)

        To complete the merger, Empire must obtain approvals or consents from, or make filings with, a number of U.S. federal and state regulatory authorities. The required regulatory approvals, consents and filings in connection with the merger include, without limitation, the following:

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the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended and its related rules and regulations, which we refer to as the "HSR Act";



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authorization from the Federal Energy Regulatory Commission, which we refer to as the "FERC," pursuant to the Federal Power Act, which we refer to as the "FPA";



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approval by the Committee on Foreign Investment in the United States, which we refer to as "CFIUS," meaning either (i) receipt of written notice issued by CFIUS that it has completed its review or investigation without action or recommendation to suspend or prohibit the merger or (ii) (a) the President of the United States of America has announced a decision not to take any action to suspend or prohibit the closing of the merger after receiving a CFIUS report requesting the President's decision or (b) the President has not, within fifteen calendar days of receiving a CFIUS report, announced a decision to take any action to block, suspend or otherwise prevent the closing of the merger;



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approvals by the Arkansas Public Service Commission, the Kansas Corporation Commission, the Missouri Public Service Commission and the Oklahoma Corporation Commission; and



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pre-approvals of license transfers with the Federal Communications Commission.

Legal Proceedings Regarding the Merger (page 67)

        On March 24, 2016, a purported shareholder of Empire filed a complaint styled as a class action lawsuit in the District Court for the 3rd Judicial District, in and for Shawnee County, Kansas. The shareholder filed an amended complaint on April 15, 2016. The case caption for the lawsuit is as follows:

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Adrienne Halberstam v. The Empire District Electric Company, Kenneth Allen, Bradley Beecher, Ross Hartley, Randy Laney, Bonnie Lind, Thomas Mueller, Thomas Ohlmacher, Paul Portney, Herbert Schmidt, C. James Sullivan, Liberty Utilities (Central) Co., Liberty Sub Corp., and Algonquin Power & Utilities Corp., which we refer to as the Halberstam complaint.

        The Halberstam complaint alleges that the Board breached its fiduciary duties in agreeing to the merger agreement by, among other things, conducting an inadequate sales process and failing to obtain adequate consideration, having an interest in completing the merger, and failing to make adequate disclosures in the proxy statement. The Halberstam complaint seeks various relief, including an injunction against the merger. The complaint also alleges that Empire, Algonquin, Liberty Central and Merger Sub aided and abetted such alleged breaches.

        The outcome of the lawsuit cannot be predicted with any certainty. A preliminary injunction could delay or jeopardize the completion of the merger, and an adverse judgment granting permanent injunctive relief could indefinitely enjoin completion of the merger. All of the defendants believe that the claims asserted against them in the lawsuit are without merit.

Financing of the Merger (page 66)

        Liberty Central intends to finance the payment of the aggregate cash purchase price of the merger and related expenses at the closing of the merger with a combination of some or all of the following:

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net proceeds of the first instalment paid in respect of the sale in March 2016 by an indirect parent of Liberty Central of C$1,150,000,000 aggregate principal amount of 5.00% convertible unsecured subordinated debentures represented by instalment receipts that are convertible into common shares of Algonquin Power & Utilities Corp., the ultimate parent of Liberty Central (Algonquin), which is referred to as the "Offering;"



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net proceeds of any subsequent bond or other debt offerings;



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amounts drawn under the Acquisition Credit Facilities (as defined below) and Algonquin's existing revolving credit facilities; and



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existing cash on hand and other sources available to Algonquin.

        Algonquin expects that the Offering substantially fulfills its common equity requirement for the closing of the merger. With respect to any preferred equity and bond or other debt offerings, which may occur prior to or following closing of the merger, Algonquin currently intends to focus on preferred equity and bond or other debt financings, denominated principally in U.S. dollars in order to provide a currency hedge.

        For purposes of financing the cash purchase price of the Acquisition, on February 9, 2016, Algonquin accepted a commitment letter from Canadian Imperial Bank of Commerce, The Bank of Nova Scotia, JP Morgan Chase Bank, N.A., and Wells Fargo Bank, National Association, providing for non-revolving unsecured term credit facilities in favor of Algonquin in an aggregate amount of US$1.6 billion (the "Acquisition Credit Facilities"). The Acquisition Credit Facilities consist of (i) a senior unsecured bridge facility in an aggregate principal amount of up to US$535 million, repayable in full on the first anniversary following its advance, and a (ii) senior unsecured bridge facility in an

aggregate principal amount of up to US$1.065 billion, repayable in full on the first anniversary following its advance.

        Algonquin is required to effect reductions or make prepayments of the Acquisition Credit Facilities in an amount equal to the net cash proceeds from the issuance of any indebtedness, common equity, or any other equity (including hybrid equity securities), or from any non-ordinary course asset sales or dispositions, in each case by Algonquin or any of its subsidiaries, subject to certain prescribed exceptions and certain other prescribed transactions. Net proceeds of the first instalment under the Offering have been applied to permanently reduce the commitments of the lenders under the Acquisition Credit Facilities. Furthermore, net proceeds from any such additional offerings, including the net proceeds of the final instalment under the Offering, or from any such issuances or non-ordinary course asset sales or dispositions, will be applied to permanently reduce the commitments of the lenders under the Acquisition Credit Facilities or to repay the Acquisition Credit Facilities after they are drawn.

Treatment of Equity Awards (page 68)

        Pursuant to the merger agreement, at the effective time of the merger, equity awards held by Empire's current and former employees and directors will be treated as set forth below.

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each outstanding time-vested restricted stock award will be canceled and converted into the right to receive a lump-sum cash payment equal to the product of (i) the merger consideration, without interest, multiplied by (ii) the product of (1) the total number of shares of Empire's common stock underlying such time-vested restricted stock award, multiplied by (2) the ratio equal to (x) the number of months through the closing date of the merger (rounding a fraction of a month to the next higher number of whole months) in the restricted period under such time-vested restricted stock award, divided by (y) the total number of months in the restricted period under such time-vested restricted stock award;



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each outstanding performance-based restricted stock award will be canceled and converted into the right to receive a lump-sum cash payment equal to the product of (i) the merger consideration, without interest, multiplied by (ii) the total number of shares of Empire's common stock that would be earned for performance at target over the performance period under such performance-based restricted stock award; and



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each outstanding common stock unit granted under Empire's director stock unit plan will be canceled and converted into the right to receive an amount in cash equal to the merger consideration, payment of which amount shall be made at the time elected or provided pursuant to the terms and conditions of such director stock unit, together with interest at the "U.S. Prime Rate" as quoted by the Wall Street Journal from the effective time until the date of payment of such amount.

No Solicitation of Competing Proposals (page 70)

        Empire has agreed that it will not, and will cause its affiliates not to, and will use reasonable efforts to cause any of Empire's or its affiliates' representatives not to, directly or indirectly solicit, initiate or knowingly encourage, induce or facilitate any (or any inquiry or proposal that would reasonably be expected to lead to any) proposal or offer with respect to any competing proposal (as defined in "Proposal 1: Approval of the Merger Agreement—No Solicitation of Competing Proposals").

        Additionally, Empire has agreed that it will not directly or indirectly participate in any discussions or negotiations regarding, furnish any nonpublic information to a third party regarding, or cooperate with any third party in any way with respect to, any competing proposal or any inquiry or proposal that would reasonably be expected to lead to a competing proposal.

        Empire and its affiliates have agreed to cease and terminate any existing discussions or negotiations with any persons conducted prior to the execution of the merger agreement regarding a competing proposal, request the prompt return or destruction of all confidential information previously furnished to any such persons or their representatives and immediately terminate all access to data previously granted to any such person or their representatives.

        Nevertheless, at any time prior to obtaining the required shareholder approval, if Empire receives a written competing proposal that does not result from a breach (other than an immaterial breach) of Empire's nonsolicitation obligations described above, and the Board determines in good faith that the competing proposal is, or could reasonably be expected to lead to, a superior proposal (as defined in "Proposal 1: Approval of the Merger Agreement—No Solicitation of Competing Proposals"), Empire and its representatives may furnish information to the person making the competing proposal pursuant to a customary confidentiality agreement (no less restrictive, in the aggregate, than the confidentiality agreement entered into with the Guarantor) and participate in discussions regarding the terms of the competing proposal, including terms of a definitive agreement with respect to the competing proposal. In addition, Empire may grant a waiver, amendment or release under any confidentiality or standstill agreement to the extent necessary to allow a third party to make a confidential competing proposal.

Change in Board Recommendation (page 71)

        Subject to the following paragraph, the Board will not change its recommendation to Empire's shareholders that they vote "FOR" the approval of the merger agreement. In addition, subject to certain exceptions in the merger agreement, the Board may not, and may not publicly propose to, authorize, permit, approve or recommend, or allow Empire or any of its affiliates to enter into, any contract that is or that would reasonably be expected to lead to, any competing proposal, or that requires, or would reasonably expected to cause, Empire to abandon or terminate the merger agreement.

        The Board may change its recommendation to Empire's shareholders that they vote "FOR" the approval of the merger agreement in response to (i) the receipt of a superior proposal or (ii) any material fact, circumstance, effect, change, event or development that is unknown to or by the Board as of the date of the merger agreement (or if known, the magnitude or material consequences of which were not known or understood by the Board as of the date of the merger agreement) and that becomes known to or by the Board prior to obtaining the required shareholder approval, if the Board determines in good faith, after consultation with outside legal counsel, that the failure to change its recommendation would reasonably likely be inconsistent with the Board's fiduciary duties, subject to informing Liberty Central of its proposed decision to change its recommendation and giving Liberty Central three business days to respond to such decision, including by proposing changes to the merger agreement.

Conditions to the Closing of the Merger (page 69)

        The following conditions must be satisfied or waived, as permitted by the merger agreement, before the parties may close the merger:

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the affirmative vote of the holders of a majority of the outstanding shares of our common stock in favor of the proposal to adopt the merger agreement;



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all required regulatory approvals having been obtained and remaining in full force and effect and, unless waived by Liberty Central, such approvals shall not, individually or in the aggregate, have or be reasonably likely to have a material adverse effect on the business, properties, financial condition or results of operations of Liberty Utilities Co. (the direct parent of Liberty Central) and its subsidiaries (including for such purpose, Empire and its subsidiaries), taken as a whole;

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the absence of any preliminary, temporary or permanent law or judgment of a governmental entity that prevents, makes illegal or prohibits the closing of the merger;



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the accuracy of the representations and warranties of Empire contained in the merger agreement (other than representations and warranties of Empire relating to capital structure) shall be true and correct (without giving effect to any materiality standards provided in such representations and warranties) as of the effective time of the merger (except to the extent expressly made as of an earlier date), except where the failure of any such representation or warranty to be true and correct, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect (as defined in "Proposal 1: Approval of the Merger Agreement—Representations and Warranties");



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the accuracy of the representations and warranties of Empire contained in the merger agreement relating to capital structure shall be true and correct as of the effective time of the merger (except to the extent expressly made as of an earlier date), except where the failure of any such representation or warranty to be true and correct would be de minimis;



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Empire's performance in all material respects of all material covenants and agreements required to be performed by Empire under the merger agreement at or prior to the effective time of the merger;



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since the date of the merger agreement, no fact, circumstance, effect, change, event or development that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect shall have occurred and be continuing;



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Liberty Central shall have received a certificate signed by an executive officer of Empire certifying that the conditions set forth in the four immediately preceding bullets have been satisfied;



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the accuracy of the representations and warranties of Liberty Central and Merger Sub contained in the merger agreement shall be true and correct (without giving effect to any materiality standards provided in such representations and warranties) as of the effective time of the merger (except to the extent expressly made as of an earlier date), except where the failure of any such representation or warranty to be true and correct, individually or in the aggregate, has not had and would not reasonably be expected to have a material and adverse effect on the ability of Liberty Central or Merger Sub to consummate, and would not reasonably be expected to prevent or materially impede, interfere with or delay Liberty Central's or Merger Sub's consummation of, the merger;



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Liberty Central's and Merger Sub's performance in all material respects of all material covenants and agreements required to be performed by them under the merger agreement at or prior to the effective time of the merger; and



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Empire shall have received a certificate signed by an executive officer of Liberty Central certifying that the conditions set forth in the two immediately preceding bullets have been satisfied.

Termination of the Merger Agreement (page 72)

        Liberty Central and Empire may mutually agree to terminate the merger agreement before the closing of the merger, even after receipt of the required shareholder approval.

        In addition, either Liberty Central or Empire may terminate the merger agreement if:

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the effective time of the merger has not occurred prior to 5:00 p.m. New York City time on February 9, 2017, subject to an automatic six-month extension to August 9, 2017, if, prior to

February 9, 2017, all of the closing conditions, except for either or both of the regulatory approval closing condition or the legal restraint closing condition, have been satisfied or waived, except if the failure to close the merger by such date is the result of a breach of the merger agreement by the party attempting to terminate the merger agreement;

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a legal restraint is permanent (rather than preliminary or temporary) and has become final and non-appealable, provided that the entry of such legal restraint or the failure of such legal restraint to be removed is neither the result of nor has been materially contributed to by the failure of the terminating party to comply with any of its obligations under the merger agreement;



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the required shareholder approval is not obtained at the special meeting (including any adjournments thereof); or



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there has been a breach of the merger agreement by the other party or there is an inaccuracy of any representation or warranty of the other party contained in the merger agreement, which breach or inaccuracy would cause the failure of certain closing conditions and is incapable of being cured during the time period set forth in the merger agreement or, if curable, is not cured during the applicable cure period.

        Liberty Central may also terminate the merger agreement prior to obtaining the required shareholder approval if the Board changes its recommendation to Empire's shareholders that they vote "FOR" the approval of the merger agreement. Empire may also terminate the merger agreement prior to obtaining the required shareholder approval if the Board changes its recommendation to Empire's shareholders that they vote "FOR" the approval of the merger agreement, provided that (i) Empire pays to Liberty Central the applicable termination fee required by the merger agreement, and (ii) solely in the case of a termination due to a recommendation change as the result of a superior proposal, Empire enters into an acquisition agreement with respect to such superior proposal.

        In addition, Empire may terminate the merger agreement in the event that applicable closing conditions have been satisfied or waived and Liberty Central then fails to close the merger because Liberty Central does not have the necessary financing to close the merger.

Termination Fees (page 73)

        The terms of the merger agreement provide that Empire must pay Liberty Central a termination fee of $53,000,000, if either Empire or Liberty Central terminates the merger agreement:

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because the Board changes its recommendation to Empire's shareholders that they vote "FOR" the approval of the merger agreement; or



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in certain other circumstances relating to a competing proposal.

        For further information regarding the Empire termination fee, see "Proposal 1: Approval of the Merger Agreement—Effect of Termination and Termination Fees—Empire Termination Fees".

        The terms of the merger agreement also provide that Liberty Central must pay Empire a termination fee of $65,000,000, if:

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subject to certain conditions, the merger agreement is terminated because (i) all of the required regulatory approvals have not been obtained by the end date, (ii) a final, non-appealable legal restraint related to the receipt of a required regulatory approval prevents, makes illegal or prohibits the closing of the merger, or (iii) Liberty Central materially breaches its obligations with respect to obtaining the required regulatory approvals; or

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Empire terminates the merger agreement because Liberty Central fails to close the merger at the time Liberty Central otherwise is required to do so because Liberty Central does not have the necessary financing to close the merger.

        For further information regarding the Liberty Central termination fee, see "Proposal 1: Approval of the Merger Agreement—Effect of Termination and Termination Fees—Liberty Central Termination Fees".

Employee Matters (page 76)

        From the effective time of the merger until the second anniversary of the effective time of the merger, Liberty Central will, and will cause the surviving corporation to, provide each employee of Empire and its subsidiaries who is not covered by a collective bargaining agreement and whose employment continues following the effective time of the merger with (i) a base salary or wage rate that is no less favorable than that provided to such employee immediately prior to the effective time of the merger, (ii) aggregate incentive compensation opportunities that are substantially comparable, in the aggregate, to those provided to such employee immediately prior to the effective time of the merger and (iii) employee benefits that are substantially comparable, in the aggregate, to those provided to such employee immediately prior to the effective time of the merger. For a period of three years after the expiration of that two-year period, Liberty Central will, and will cause the surviving corporation or its other affiliates to, treat such continuing employees with respect to the payment of base salary or wage rate, incentive compensation opportunities, employee benefits and severance benefits no less favorably in the aggregate than similarly situated employees of Liberty Central and its affiliates.

        From the effective time of the merger until the third anniversary of the effective time of the merger, Liberty Central will not, and will cause the surviving corporation to not, terminate or amend in any manner that is materially adverse to the participants therein certain benefit plans maintained by Empire and set forth in the confidential disclosure schedules to the merger agreement. For a period of three years after the third anniversary of the effective time of the merger, Liberty Central will, or will cause the surviving corporation to, treat retirees of Empire and its subsidiaries with respect to the provision of post-retirement welfare benefits no less favorably than similarly situated retirees of Liberty Central and its affiliates.

        In addition, Liberty Central will, and will cause the surviving company to, honor all collective bargaining agreements in accordance with their terms, provided that this commitment will not be construed to limit the ability of Liberty Central or Empire to amend or terminate any such collective bargaining agreement to the extent permitted by its terms and applicable law.

Governance Matters (page 77)

        The merger agreement requires Liberty Central (i) to maintain Empire's headquarters in Joplin, Missouri, (ii) to make Joplin, Missouri the headquarters for all of Liberty Central's and its distribution utility affiliates' operations in the surrounding geographic region, (iii) to appoint the current members of the board of directors of Empire to the board of directors of Liberty Central at closing, (iv) to appoint the current chief executive officer of Empire as chief executive officer of Liberty Central at closing, (v) following the closing, to cause the governance and nominating committee of the board of directors of the Guarantor to consider current members of the board of directors of Empire for vacancies on the Guarantor's board of directors, (vi) to operate Empire and its subsidiaries under the "Empire District" brand for a period of at least five years and (vii) to maintain Empire's historic levels of community involvement and charitable contributions and support in Empire's existing service territories.

Algonquin Guarantee (page 65)

        In connection with the merger agreement, the Guarantor executed and delivered in favor of Empire a guarantee, dated February 9, 2016, which we refer to as the guarantee in this proxy statement, pursuant to which the Guarantor unconditionally and irrevocably guarantees the full and prompt payment and performance, when due, of all obligations of Liberty Central and Merger Sub under the merger agreement. See "The Merger—Algonquin Guarantee" of this proxy statement for additional information with respect to the guarantee.

Market Prices and Dividend Data (page 82)

        The closing price of our common stock on the NYSE on December 10, 2015, which was the last trading day prior to the date on which there was a public news report that Empire was exploring a potential sale, was $22.65 per share. The closing price of our common stock on the NYSE on February 8, 2016, which was the last trading day prior to the execution of the merger agreement, was $28.04 per share. On May 2, 2016, the latest practicable trading day before the printing of this proxy statement, the closing price of our common stock on the NYSE was $33.72 per share.

        Under the terms of the merger agreement, Empire may continue to declare and pay, but is not required to declare and pay, quarterly cash dividends on a schedule consistent with our past practice, but without increase in the amount per share. In addition, under the terms of the merger agreement, Empire may declare and pay, but is not required to declare and pay, a "stub period" dividend immediately prior to the effective time of the merger in an amount equal to the last quarterly dividend declared and paid by Empire prior to the effective time of the merger, prorated for the period of time between the record date for such dividend and the effective time of the merger.

         Neither the U.S. Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved of the transactions described in this document, including the merger, or determined if the information contained in this document is accurate or adequate. Any representation to the contrary is a criminal offense.

Questions and Answers

        The following questions and answers are intended to address some commonly asked questions regarding the merger, the merger agreement and the special meeting. These questions and answers may not address all questions that may be important to you as an Empire shareholder. We encourage you to read carefully the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents we refer to in this proxy statement, including our definitive Proxy Statement, dated March 18, 2016, in connection with our 2016 annual meeting of shareholders and our Annual Report on Form 10-K for the year ended December 31, 2015.

Q:

Why am I receiving these materials?

A:

The Board is furnishing this proxy statement and form of proxy card to the holders of our common stock in connection with the solicitation of proxies to be voted at a special meeting or at any adjournments or postponements of the special meeting.

Q:

When and where is the special meeting?

A:

The special meeting will take place on June 16, 2016, at the Joplin Convention Center, 3535 Hammons Blvd., Joplin, Missouri, at 9:00 a.m., local time.

Q:

Who is entitled to vote at the special meeting?

A:

Only Empire shareholders of record as of the close of business on the record date—May 2, 2016—are entitled to notice of, and to vote at, the special meeting or at any adjournment or postponement thereof. Each holder of our common stock is entitled to cast one vote on each matter properly brought before the special meeting for each share of our common stock that such holder owned as of the record date.

Q:

May I attend the special meeting and vote in person?

A:

Yes. All shareholders as of the record date may attend the special meeting and vote in person. Seating will be limited. Shareholders of record will need to present a form of personal identification to be admitted to the special meeting. If you hold your shares in "street name" through a bank, broker or other nominee, you will need to present proof of ownership of our common stock, such as a recent bank or brokerage account statement, and a form of personal identification to be admitted to the special meeting. If proof of ownership is not presented, you will be required to sign an affidavit attesting to ownership of Empire shares in "street name" through a bank, broker or other nominee. No cameras, recording equipment, electronic devices, large bags, briefcases or packages will be permitted in the special meeting.

Even if you plan to attend the special meeting in person, we encourage you to complete, sign, date and return the accompanying proxy card or vote electronically over the internet or via telephone to ensure that your shares will be represented at the special meeting. If you attend the special meeting and vote in person, your vote by ballot will revoke any proxy previously submitted. If you hold your shares of our common stock in "street name" because you are not the shareholder of record, you may not vote your shares in person at the special meeting unless you request and obtain a valid "legal" proxy from your bank, broker or other nominee.

For directions to the Special Meeting, see "Directions To The Special Meeting."

Q:

What am I being asked to vote on at the special meeting?

A:

You are being asked to vote on the following proposals:

•

To adopt the merger agreement;

•

To approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting; and

•

To approve, by nonbinding, advisory vote, compensation that will or may become payable by Empire to its named executive officers in connection with the merger.

Q:

What is the merger and what effects will it have on Empire?

A:

The merger is the acquisition of Empire by Liberty Central pursuant to the merger agreement. If the merger agreement is adopted by the requisite number of holders of our common stock and the other closing conditions under the merger agreement are satisfied or waived, Merger Sub will merge with and into Empire, with Empire continuing as the surviving corporation. As a result of the merger, Empire will become an indirect, wholly owned subsidiary of Liberty Central, and our common stock will no longer be publicly traded. In addition, our common stock will be delisted from the NYSE and deregistered under the Exchange Act, and we will no longer file periodic reports with the SEC on account of our common stock.

Q:

What will I receive if the merger is completed?

A:

Upon completion of the merger, you will be entitled to receive the per-share merger consideration, which is $34.00 in cash, without interest and less any applicable withholding taxes, for each share of our common stock that you own, unless you have properly exercised and not withdrawn your appraisal rights under the KGCC with respect to such shares.

Following the merger, your shares of our common stock will be canceled, and you will not own shares in the surviving corporation.

Q:

How does the per-share merger consideration compare to the market price of Empire common stock prior to the public announcement of the merger agreement?

A:

The per-share merger consideration represents a premium of (i) approximately 50% to the closing price of our common stock on the NYSE on December 10, 2015, which was the last trading day prior to the date that there was a public news report that Empire was exploring a potential sale and (ii) approximately 21% to the closing price of our common stock on the NYSE on February 8, 2016, which was the last trading day prior to the execution of the merger agreement.

Q:

What do I need to do now?

A:

We encourage you to read this proxy statement, the annexes to this proxy statement and the documents we refer to in this proxy statement carefully and consider how the merger affects you. Then complete, sign, date and return, as promptly as possible, the accompanying proxy card in the accompanying reply envelope or grant your proxy electronically through the internet or by telephone, so that your shares of our common stock can be voted at the special meeting. If you hold your shares in "street name," please refer to the voting instruction forms provided by your bank, broker or other nominee to vote your shares. Please do not send your stock certificates with your proxy card.

Q:

Should I send in my stock certificates now?

A:

No. After the merger is completed, under the terms of the merger agreement, you will receive shortly thereafter a letter of transmittal instructing you to send your stock certificates to the paying agent in order to receive the cash payment of the per-share merger consideration for each share of our common stock represented by your stock certificates. You should use the letter of transmittal to exchange your stock certificates for the cash payment to which you are entitled upon completion of the merger. Please do not send in your stock certificates now.

Q:

What happens if I sell or otherwise transfer my shares of Empire common stock after the record date but before the special meeting?

A:

The record date is earlier than the date of the special meeting and the date the merger is expected to be completed. If you sell or transfer your shares of our common stock after the record date but before the special meeting, unless special arrangements (such as the provision of a proxy) are made between you and the person to whom you sell or otherwise transfer your shares of our common stock and each of you notifies Empire in writing of such special arrangements, you will transfer the right to receive the per-share merger consideration to such person if the merger is completed, but you will retain the right to vote those shares at the special meeting. Even if you sell or otherwise transfer your shares of our common stock after the record date, we encourage you to complete, date, sign and return the accompanying proxy card or vote via the internet or telephone.

Q:

How does Empire's Board of Directors recommend that I vote?

A:

The Board, after considering the factors described under "The Merger—Recommendation of the Board and Reasons for the Merger," unanimously determined that the terms of the merger agreement and the transactions contemplated by the merger agreement, including the merger, are fair to and in the best interests of Empire and its shareholders, has declared advisable the merger agreement and has adopted and approved the merger agreement and the transactions contemplated by the merger agreement, including the merger.

The Board recommends that you vote "FOR" the approval of the merger agreement, "FOR" the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting and "FOR" the proposal to approve, by nonbinding, advisory vote, compensation that will or may become payable by Empire to its named executive officers in connection with the merger.

Q:

What happens if the merger is not completed?

A:

If the merger agreement is not adopted by Empire's shareholders or if the merger is not completed for any other reason, Empire's shareholders would not receive any payment for their shares of common stock. Instead, Empire would remain an independent public company, and our common stock would continue to be listed and traded on the NYSE and registered under the Exchange Act. Accordingly, we would continue to file periodic reports with the SEC on account of our common stock.

The terms of the merger agreement provide that Empire must pay Liberty Central a termination of $53,000,000, if either Empire or Liberty Central terminates the merger agreement:

•

because the Board changes its recommendation to Empire's shareholders that they vote "FOR" the approval of the merger agreement; or

•

in certain other circumstances relating to a competing proposal.

For further information regarding the Empire termination fee, see "Proposal 1: Approval of the Merger Agreement—Effect of Termination and Termination Fees—Empire Termination Fees".

The terms of the merger agreement also provide that Liberty Central must pay Empire a termination fee of $65,000,000, if:

•

subject to certain conditions, the merger agreement is terminated because (i) all of the required regulatory approvals have not been obtained by the end date, (ii) a final, non-appealable legal restraint related to the receipt of a required regulatory approval prevents, makes illegal or prohibits the closing of the merger, or (iii) Liberty Central materially breaches its obligations with respect to obtaining the required regulatory approvals; or

•

Empire terminates the merger agreement because Liberty Central fails to close the merger at the time Liberty Central otherwise is required to do so because Liberty Central does not have the necessary financing to close the merger.

For further information regarding the Liberty Central termination fee, see "Proposal 1: Approval of the Merger Agreement—Effect of Termination and Termination Fees—Liberty Central Termination Fees".

Q:

Do any of Empire's directors or officers have interests in the merger that may differ from those of Empire shareholders generally?

A:

Yes. In considering the recommendation of the Board with respect to the proposal to adopt the merger agreement, you should be aware that our directors and executive officers may have

interests in the merger that may be deemed to be in addition to or different from the interests of our shareholders generally. The Board was aware of and considered these interests to the extent such interests existed at that time, among other matters, in evaluating and negotiating the merger agreement and the merger, in approving the merger agreement and the merger, and in recommending that the merger agreement be adopted by the shareholders of Empire. For a description of the interests of our directors and executive officers in the merger, see "The Merger—Interests of the Directors and Executive Officers of Empire in the Merger."

Q:

What vote is required to adopt the merger agreement?

A:

The affirmative vote of the holders of a majority of the outstanding shares of our common stock is required to adopt the merger agreement.

The failure of any shareholder of record to submit a signed proxy card, grant a proxy electronically through the internet or by telephone or to vote in person by ballot at the special meeting will have the same effect as a vote "AGAINST" the proposal to adopt the merger agreement. If you hold your shares in "street name," the failure to instruct your bank, broker or other nominee how to vote your shares will have the same effect as a vote "AGAINST" the proposal to adopt the merger agreement. Abstentions will have the same effect as a vote "AGAINST" the proposal to adopt the merger agreement

As of the record date, there were 43,763,617 shares of our common stock outstanding and entitled to be vote at the special meeting. Each holder of our common stock is entitled to one vote per share of our common stock owned by such holder as of the record date.

Q:

What vote is required to approve the adjournment proposal and to approve, by nonbinding, advisory vote, compensation that will or may become payable by Empire to its named executive officers in connection with the merger?

A:

Approval of the adjournment proposal, whether or not a quorum is present, requires the affirmative vote of a majority of the votes cast by the holders of outstanding shares of our common stock. Approval, by nonbinding, advisory vote, of compensation that will or may become payable by Empire to its named executive officers in connection with the merger requires the affirmative vote of a majority of the votes cast by the holders of outstanding shares of our common stock.

The failure of any shareholder of record to submit a signed proxy card, grant a proxy electronically through the internet or by telephone or to vote in person by ballot at the special meeting will not have any effect on the adjournment proposal or the proposal to approve, by nonbinding, advisory vote, compensation that will or may become payable by Empire to its named executive officers in connection with the merger. If you hold your shares in "street name," the failure to instruct your bank, broker or other nominee how to vote your shares will not have any effect on the adjournment proposal or the proposal to approve, by nonbinding, advisory vote, compensation that will or may become payable by Empire to its named executive officers in connection with the merger. Abstentions are not considered votes cast and will not have any effect on the adjournment proposal or the proposal to approve, by nonbinding, advisory vote, compensation that will or may become payable by Empire to its named executive officers in connection with the merger.

Q:

What is a quorum?

A:

As of the record date, there were 43,763,617 shares of our common stock outstanding and entitled to vote at the special meeting. The presence, either in person or represented by proxy, of the holders of a majority of the outstanding shares of our common stock entitled to vote at the special meeting will constitute a quorum at the special meeting. As a result, in order to have a quorum at

the special meeting, 21,881,809 shares of our common stock must be represented by shareholders present in person or by proxy at the special meeting.

Q:

What is the difference between holding shares as a shareholder of record and as a beneficial owner?

A:

If your shares of our common stock are registered directly in your name with our transfer agent, Wells Fargo Shareowner Services, you are considered, with respect to those shares, to be the "shareholder of record." In that case, Empire has sent this proxy statement and your proxy card to you.

If you hold your shares of our common stock through a bank, broker or other nominee, you are considered the "beneficial owner" of such shares held in "street name." In that case, your bank, broker or other nominee, who is considered, with respect to those shares, to be the shareholder of record, has forwarded this proxy statement to you. As the beneficial owner, you have the right to direct your bank, broker or other nominee how to vote your shares by completing the voting instruction form provided by your bank, broker or other nominee. You are also invited to attend the special meeting. However, because you are not the shareholder of record, you may not vote your shares in person at the special meeting unless you request and obtain a valid "legal" proxy from your bank, broker or other nominee.

Q:

How can I vote?

A:

If you are a shareholder of record (that is, if your shares of our common stock are registered in your name with our transfer agent, Wells Fargo Shareowner Services), there are four ways to vote:

•

By attending the special meeting and voting in person by ballot;

•

By visiting the internet at the address on your proxy card;

•

By calling toll-free (within the U.S. or Canada) at the phone number on your proxy card; or

•

By completing, dating, signing and returning the accompanying proxy card in the accompanying prepaid reply envelope.

A control number, located on your proxy card, is designed to verify your identity and allow you to vote your shares of common stock, and to confirm that your voting instructions have been properly recorded when voting electronically through the internet or by telephone. Please be aware that, although there is no charge for voting your shares, if you vote electronically through the internet or by telephone, you may incur costs such as telephone and internet access charges for which you will be responsible.

Even if you plan to attend the special meeting in person, you are strongly encouraged to vote your shares of common stock by proxy. If you are a shareholder of record or if you obtain a valid "legal" proxy to vote shares which you beneficially own, you may still vote your shares of our common stock in person at the special meeting even if you have previously voted by proxy. If you are present at the special meeting and vote in person, your previous vote by proxy will not be counted.

If you hold your shares of our common stock in "street name" through a broker, bank or other nominee, you may vote through your broker, bank or other nominee by completing and returning the voting instruction form provided by your broker, bank or other nominee, or electronically through the internet or by telephone through your broker, bank or other nominee. To vote via the internet or via telephone through your broker, bank or other nominee, you should follow the instructions on the voting instruction form provided by your broker, bank or nominee. In addition, if you hold your shares of our common stock in "street name" through a broker, bank or other

nominee, you may not vote your shares in person at the special meeting unless you request and obtain a valid "legal" proxy from your bank, broker or other nominee.

Q:

As a participant in The Empire District Electric Company Employee 401(k) Plan and ESOP, how do I vote shares held in my plan account?

A:

If you are a participant in The Empire District Electric Company Employee 401(k) Plan and ESOP, you have the right to direct the plan trustee how to vote the shares credited to your plan account. Your voting directions must be made in the form and at the time prescribed by the plan trustee or its designee. The plan trustee will follow participants' voting directions unless otherwise required by applicable law. If you elect not to provide voting directions to the plan trustee or fail to do so on a timely basis, the plan trustee will vote the shares allocated to your plan account in the same proportion as the shares held by the plan for which the plan trustee has received voting directions from other plan participants, unless it determines that it is required to vote the shares in another manner in order to comply with its fiduciary responsibilities to plan participants. Because the plan trustee must process voting instructions from participants before the date of the special meeting, you must deliver your voting directions no later than 10:00 a.m. eastern time on June 13, 2016.

Q:

If my broker holds my shares in "street name," will my broker vote my shares for me?

A:

No. Your bank, broker or other nominee will only be permitted to vote your shares on any proposal if you instruct your bank, broker or other nominee how to vote. You should follow the procedures provided by your bank, broker or other nominee regarding the voting of your shares of our common stock. Without instructions, your shares of our common stock will not be voted, which will have the same effect as if you voted "AGAINST" the approval of the merger agreement but will have no effect on the adjournment proposal or the proposal to approve, by nonbinding, advisory vote, compensation that will or may become payable by Empire to its named executive officers in connection with the merger.

Q:

What is a broker non-vote?

A:

A broker non-vote occurs when shares of our common stock held by a broker, bank or other nominee are present in person or by proxy at a shareholders meeting but such broker, bank or other nominee has not been instructed by the beneficial owner of such shares how to vote on a particular proposal and the broker does not have discretionary voting power on such proposal. Because brokers, banks and other nominees do not have discretionary voting power with respect to any of the three proposals to be voted on at the special meeting, if a beneficial owner of shares of our common stock held in "street name" does not give voting instructions to the broker, bank or other nominee, those shares will not be counted as present in person or by proxy at the special meeting. As a result, it is expected that there will not be any broker non-votes in connection the special meeting.

The failure to issue voting instructions to your broker, bank or other nominee will have no effect on the outcome of the adjournment proposal or the proposal to approve, by nonbinding, advisory vote, compensation that will or may become payable by Empire to its named executive officers in connection with the merger. However, if you fail to issue voting instructions to your broker, bank or other nominee with respect to the proposal to adopt the merger agreement, it will have the same effect as a vote "AGAINST" such proposal.

Q:

May I change my vote after I have mailed my signed proxy card?

A:

Yes. If you are a shareholder of record, you may change your vote or revoke your proxy at any time before it is voted at the special meeting by:

•

Submitting a new proxy electronically through the internet or by telephone after the date of the earlier submitted proxy;

•

Signing another proxy card with a later date and returning it to us prior to the special meeting; or

•

Attending the special meeting and voting in person.

If you hold your shares of common stock in "street name," you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote in person at the special meeting if you obtain a valid "legal" proxy from your bank, broker or other nominee.

Q:

What is a proxy?

A:

A proxy is your legal designation of another person, referred to as a "proxy," to vote your shares of our common stock. The written document describing the matters to be considered and voted on at the special meeting is called a "proxy statement." The document used to designate a proxy to vote your shares of our common stock is called a "proxy card." The Board has designated Bradley P. Beecher (the President and Chief Executive Officer of Empire), Laurie A. Delano (the Vice President-Finance and Chief Financial Officer) and Dale W. Harrington (the Secretary), and each of them individually, with full power of substitution, as proxies for the special meeting.

Q:

If a shareholder gives a proxy, how are the shares voted?

A:

Regardless of the method you choose to vote, the individuals named on the accompanying proxy card, or your proxies, will vote your shares in the way that you indicate. When completing the internet or telephone process or the proxy card, you may specify whether your shares should be voted "FOR" or "AGAINST" or to abstain from voting on each of the specific items of business to come before the special meeting.

If you properly sign and return your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted "FOR" the approval of the merger agreement, "FOR" the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting and "FOR" the proposal to approve, by nonbinding, advisory vote, compensation that will or may become payable by Empire to its named executive officers in connection with the merger.

Q:

What should I do if I receive more than one set of voting materials?

A:

You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction form. For example, if you hold your shares of our common stock in more than one brokerage account, you will receive a separate voting instruction form for each brokerage account in which you hold your shares. If you are a shareholder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, date, sign and return (or vote via the internet or telephone with respect to) each proxy card and voting instruction form that you receive.

Q:

Who will count the votes?

A:

The votes will be counted by the independent inspector of election appointed for the special meeting.

Q:

Where can I find the voting results of special meeting?

A:

We intend to announce preliminary voting results at the special meeting and publish final results in a Current Report on Form 8-K that will be filed with the SEC following the special meeting. All reports that Empire files with the SEC are publicly available when filed. See "Where You Can Find More Information."

Q:

What are the United States federal income tax consequences of the exchange of Empire common stock for cash pursuant to the merger?

A:

The exchange of shares of our common stock for cash pursuant to the merger will be a taxable transaction to U.S. holders (as defined in "The Merger—United States Federal Income Tax Consequences of the Merger") for United States federal income tax purposes. In general, a U.S. holder will recognize taxable gain or loss, measured by the difference, if any, between the amount of cash received by the holder in the merger, and the adjusted tax basis of our common stock surrendered in exchange therefor. A non-U.S. holder (as defined in "The Merger—United States Federal Income Tax Consequences of the Merger") generally will not be subject to United States federal income tax on the exchange of shares of our common stock for cash pursuant to the merger but may be subject to United States backup withholding unless the non-U.S. holder complies with certain certification procedures or otherwise establishes a valid exemption from backup withholding. Shareholders should read "The Merger—United States Federal Income Tax Consequences of the Merger" below. Shareholders should also consult their tax advisors to determine the particular tax consequences to them (including the application and effect of any United States federal non-income, state, local and non-United States tax laws) of the merger.

Q:

What will the holders of Empire equity awards receive in the merger?

A:

As described under "Proposal 1: Approval of the Merger Agreement—Terms of the Merger—Treatment of Equity Awards," at the effective time of the merger:

•

each outstanding time-vested restricted stock award will be canceled and converted into the right to receive a lump-sum cash payment equal to the product of (i) the merger consideration, without interest, multiplied by (ii) the product of (1) the total number of shares of Empire's common stock underlying such time-vested restricted stock award, multiplied by (2) the ratio equal to (x) the number of months through the closing date of the merger (rounding a fraction of a month to the next higher number of whole months) in the restricted period under such time-vested restricted stock award, divided by (y) the total number of months in the restricted period under such time-vested restricted stock award;

•

each outstanding performance-based restricted stock award will be canceled and converted into the right to receive a lump-sum cash payment equal to the product of (i) the merger consideration, without interest, multiplied by (ii) the total number of shares of Empire's common stock that would be earned for performance at target over the performance period under such performance-based restricted stock award; and

•

each outstanding common stock units granted under Empire's director stock unit plan will be canceled and converted into the right to receive an amount in cash equal to the merger consideration, payment of which amount shall be made at the time elected or provided pursuant to the terms and conditions of such director stock unit, together with interest at the "U.S. Prime

Rate" as quoted by the Wall Street Journal from the effective time until the date of payment of such amount.

Q:

When do you expect the merger to be completed?

A:

We currently expect to complete the merger in the first quarter of 2017. However, the exact timing of completion of the merger cannot be predicted because the merger is subject to specified conditions, including approval of the merger agreement by our shareholders and the receipt of regulatory approvals.

Q:

Am I entitled to exercise appraisal rights under the KGCC instead of receiving the per-share merger consideration for my shares of common stock?

A:

Yes. As a shareholder, you are entitled to exercise appraisal rights under the KGCC in connection with the merger if you take all of the actions required under the KGCC to do so and meet certain conditions, including the requirement that you do not vote in favor of adoption of the merger agreement. See "Appraisal Rights."

Q:

What is householding and how does it affect me?

A:

The SEC permits companies to send a single set of proxy materials to any household at which two or more shareholders reside, unless contrary instructions have been received, but only if the applicable company provides advance notice and follows certain procedures. Unless we have received contrary instructions, we may send a single copy of this proxy statement and notice to any household at which two or more shareholders reside if we believe the shareholders are members of the same family. Each shareholder in the household would continue to receive a separate proxy card. This process reduces the volume of duplicate information received at your household and helps to reduce our expenses.

If you would like to receive your own set of our disclosure documents, follow the instructions described below. Similarly, if you share an address with another shareholder, and together both of you would like to receive only a single set of our disclosure documents, follow these instructions.

If your shares are registered in your own name, please contact us at our executive offices at the following address: Investor Relations Department, The Empire District Electric Company, 602 S. Joplin Avenue, Joplin, Missouri, 64801, to inform us of your request. If a bank, broker or other nominee holds your shares, please contact your bank, broker or other nominee directly.

Q:

Who can help answer my questions?

A:

If you have any questions concerning the merger, the special meeting or this proxy statement, would like additional copies of this proxy statement or need help voting your shares of common stock, please contact our proxy solicitor:

Morrow & Co., LLC
470 West Avenue
Stamford, CT 06902
Shareholders call toll-free: (800) 206-5879
Banks and brokers call collect: (800) 662-5200