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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 / /
Filed by a Party other than the Registrant /X/
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11 or
or Rule 14a-12
KANSAS CITY POWER AND LIGHT COMPANY
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(Name of Registrant as Specified In Its Charter)
WESTERN RESOURCES, INC.
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(I)(1), or 14a-6(I)(2)
/ / $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:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:*
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4) Proposed maximum aggregate value of transaction:
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Set forth the amount on which the filing fee is calculated and state how it
was determined.
/ / 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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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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/x/ Filing fee paid with preliminary filing.
The following letter was sent to a KCPL shareholder in response to his
questions. This same letter may be sent to other shareholders in the future
if their questions are the same.
July 5, 1996
Mr. Walton F. Kemmerle
2089 Eaton Avenue
San Carlos, CA 94070-4648
Dear Mr. Kemmerle,
Thank you very much for your recent letter concerning our offer to
merge with Kansas City Power & Light.
As you know, on June 17 we made a proposal to the board of KCPL to
increase our offer from $28 to $31 per share in Western Resources stock, with
a minimum exchange rate of .933 and up to 1.1 shares for each KCPL share.
That offer was made because we believe the combination of Western Resources
and Kansas City Power & Light makes very good business sense and will be good
not only for the shareowners of KCPL, but for the long-term value of Western
Resources.
In spite of our strong offer, KCPL management again refused to meet
with us. Therefore, as soon as our registration statement is declared
effective by the Securities and Exchange Commission, we will formally ask you
to tender your shares to us to make this combination a reality.
Once again, I appreciate your comments and look forward to continuing
to work with you to enhance the value of your investment.
Sincerely,
John E. Hayes, Jr.
Chairman of the Board and
Chief Executive Officer
Western Resources has filed exchange offer materials with the Securities and
Exchange Commission and intends to make its offer directly to shareholders of
KCPL as soon as its registration statement has been declared effective by the
Securities and Exchange Commission.
A registration statement relating to the Western Resources securities referred
to in these materials has been filed with the Securities and Exchange
Commission but has not yet become effective. Such securities may not be sold
nor may offers to buy be accepted prior to the time the registration statement
becomes effective. These materials shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of these
securities in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such state.