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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 240.14a-11(c) or Rule
240.14a-12
KANSAS CITY POWER & LIGHT COMPANY
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction
applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[X] 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.
(1) Amount Previously Paid:
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####
[Advertisement appearing in newspapers commencing July 25, 1996]
To [KCPL logo] Shareholders:
KCPL'S RECORD OF CREATING VALUE
IS SUPERIOR TO WESTERN'S
In choosing between the KCPL/UtiliCorp merger and Western
Resources' proposal to exchange its shares for your KCPL shares,
WE ASK THAT YOU EXAMINE THE RECORD and decide who can be trusted
to provide the greatest value for you.
KCPL VS. WESTERN
TOTAL RETURNS FOR SHAREHOLDERS
[chart]
LONG-TERM VALUE SHORT-TERM VALUE
8-Year Total 2-Year Total
Returns (1)(2) Returns (1)(3)
KCPL - 230% KCPL - 30%
Western Resources - 148% Western Resources - 9%
A combined KCPL/UtiliCorp can continue the record of creating
superior shareholder value.
We are convinced the UtiliCorp merger will increase earnings per
share, reduce investment risk and position the new company for
growth in revenue, income and share value -- increasing your
annual dividend by more than 18%.
_________________________________________________________________
WE STRONGLY URGE YOU TO VOTE "FOR" THE KCPL/UTILICORP MERGER
TODAY ON THE WHITE PROXY CARD. A FAILURE TO APPROVE THE
KCPL/UTILICORP MERGER WOULD DEPRIVE YOU OF ITS MANY BENEFITS,
WITH NO ASSURANCE THAT WESTERN'S OFFER -- WHICH HAS BEEN
UNANIMOUSLY REJECTED BY YOUR BOARD -- WOULD EVER BE COMPLETED.
_________________________________________________________________
If you have any questions or need assistance in completing the
WHITE proxy card, please call KCPL Investor Relations, toll free,
at 1-800-245-5275 or our proxy solicitor, D. F. King & Co., Inc.,
toll free, at 1-800-714-3312.
KANSAS CITY POWER & LIGHT COMPANY
July 25, 1996
____________
(1) Total return is measured by stock price appreciation,
assuming reinvestment of dividends.
(2) From May 1, 1988 (the date Drue Jennings became chief
executive officer of KCPL) to January 19, 1996 (the date the
KCPL/UtiliCorp merger agreement was signed).
(3) The two-year period ended December 31, 1995.
[Letter to KCPL shareholders distributed commencing July 25, 1996]
July 25, 1996
Dear Shareholder:
With KCPL's August 7 Special Meeting of Shareholders now less
than two weeks away, we are writing to urge you to send in your
WHITE proxy card and vote FOR the KCPL/UtiliCorp merger if you
have not already done so. It is very important that your vote be
counted at the Meeting.
In these final days, we would have expected Western Resources to
try to address the issues that we have found to be of greatest
concern to our shareholders -- the impact of Western's rate case
before the Kansas Corporation Commission and its potential effect
on Western's revenues and earnings, the long-term value of
Western's stock and Western's ability to pay dividends at its
promised rate.
Instead, Western has chosen to pursue a campaign of emotionally-
charged and personal attacks against me, our Board and
management. In recent letters to KCPL shareholders and in full-
page paid advertisements, Western has inaccurately and unfairly
predicted levels of compensation for me and other members of
management following our KCPL/UtiliCorp merger, and has charged
falsely that this has improperly influenced our evaluations of
the Western offer.
Both charges are untrue and misleading, and Western knows it.
First, as to the assertion that I will be leaving the Company
following the KCPL/UtiliCorp merger, let me assure you, I intend
to be at a combined KCPL/UtiliCorp for years to come.
In addition, you should know that in a letter dated April 14,
1996, John Hayes, Western's Chairman, assured me that I would
have the same position and compensation arrangements with Western
as I would have following the UtiliCorp merger. This was
something that John Hayes wanted me to know; but apparently it is
not something he has chosen to include in his communications to
you. KCPL's opposition to Western's offer has absolutely
nothing to do with management compensation. It is based on our
unshakable belief that the UtiliCorp merger will provide superior
value to KCPL shareholders.
Your Board is convinced the KCPL/UtiliCorp merger will increase
earnings per share, reduce investment risk and position your
company to be a formidable competitor in both its service
territory and the worldwide energy market.
Looking back on my eight years as KCPL's Chief Executive Officer,
I think KCPL's Board and management can be proud of their
accomplishments. From May 1, 1988 until the KCPL/UtiliCorp
merger agreement was signed on January 19, 1996, KCPL's total
return to shareholders* was 230%. With your support, we believe
that a combined KCPL/UtiliCorp can continue this record of
creating superior shareholder value. By contrast, Western's
total return to shareholders* during this same period was only
148%.
Again, I strongly urge you to vote FOR the KCPL/UtiliCorp merger
on the enclosed WHITE proxy card. If you have any questions or
need assistance in voting your shares, please call KCPL Investor
Relations at 800-245-5275 or our proxy solicitor, D.F. King &
Co., Inc., at 800-714-3312.
Thank you for your continued consideration and support.
Sincerely,
/s/Drue Jennings
_____________________________
*Total return is measured by stock price appreciation, assuming
reinvestment of dividends.