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Empire District Electric Company: Soliciting Material Under §240.14A-12 THE EMPIRE DISTRICT ELECTRIC COMPANY

The following excerpt is from the company's SEC filing.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

Title of each class of securities to which transaction applies:

Aggregate number of securities to which transaction applies:

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

Proposed maximum aggregate value of transaction:

Total fee paid:

Fee paid previously with preliminary materials.

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:

Form, Schedule or Registration Statement No.:

Filing Party:

Date Filed:

Filed by The Empire District Electric Company

Pursuant to Rule 14a-12

Under the Securities Exchange Act of 1934

Subject Company: The Empire District Electric Company

Commission File No.: 1-3368

The following is a script of a call on February 9, 2016 with the department heads of The Empire District Electric Company:

Department Head Call Script

Empire and Liberty Utilities Merger Agreement

Good afternoon,

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.

As you know, in December we announced the Board of Directors was evaluating strategic alternatives. As a result of our 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.

The executive leadership team will begin holding employee meetings today and over the next several days to provide as much information as possible to our employees. Here are some of the key factors we want you to know.

Joplin will be the headquarters for Liberty Utilities Central Region operations

Liberty Central will be a subsidiary of Liberty Utilities, which will cover Arkansas, Iowa, Illinois, Kansas, Missouri, Oklahoma and Texas, serving approximately 320,000 customers.

Following closing, Empire senior leadership will lead the Liberty Central operations in the region

I will assume the role of President & CEO of Liberty Central

The Empire brand will be maintained for no less than 5 years after close

And our shareholders will receive $34 per share for their stock at the time of closing

Most importantly, Liberty and Algonquin are committed to retaining Empire employees. And just as important, we will continue to provide service to our customers.

Some of you may have heard of Algonquin. They are based in Oakville, Ontario and their business model has been acquiring small regulated utilities and keeping them in place. They have three primary...


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