View:
1 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant / / Filed by party other than the registrant /x/ Check the appropriate box: / / Preliminary proxy statement / / Confidential, for Use of the Commission Only (as permitted by / / Definitive proxy statement Rule 14a-6(e)(2)) /x/ Definitive additional materials / / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12 KANSAS CITY POWER & LIGHT COMPANY (Name of Registrant as Specified In Its Charter) WESTERN RESOURCES, INC. (Name of Person(s) Filing Proxy Statement) Payment of filing fee (Check the appropriate box): / / $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a- 6(j)(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: (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: (2) Form Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: 1 [The following three letters were mailed to KCPL Shareholders on or after June 26, 1996. The brochure which accompanied the letters will be filed with the Commission separately.] Western Resources June 26, 1996 Dear KCPL Shareowner: In spite of what we believe is a financially superior offer in value per share and in dividends, KCPL management again refused to meet with us to discuss our latest improved proposal. They rejected this offer with the same old arguments that many industry analysts had already dismissed and specifically instructed Merrill Lynch, KCPL's financial advisor, not to consider our offer in concluding that the UtiliCorp proposal is fair to you. On top of that, KCPL management has even urged you not to read this material. In fact, you were told to throw away our proxy materials and proxy card, which you could use to understand our offer and vote on the KCPL/UtiliCorp proposal. Ask yourself: What is it that KCPL management doesn't want you to know? Enclosed is a brochure that provides more information about our offer. It answers the questions that KCPL shareowners asked us. It also spells out where we think this combined company is headed. It explains how involved we are now in the charitable and civic needs of the Greater Kansas City area and how we plan to continue meeting those needs in the future. By combining two strong utilities, Western Resources and Kansas City Power & Light will create a dynamic regional company. We understand where the utility industry is going and how we can enhance shareowner value. In short, Western Resources has a vision that works. As we have stated from the beginning of our offer in April, positions will be eliminated at the combined company only through attrition and other voluntary measures. No individual will be laid off. We are also planning to move the headquarters of one of our non-regulated subsidiaries to Kansas City. It comes down to this: You, the shareowners, own KCPL -- not management. You have the right to decide what combination brings you the most value. Since KCPL canceled the May 22 vote, we must again ask for your vote. We are providing a GOLD proxy card. We ask that you sign and date it, voting AGAINST the KCPL/UtiliCorp proposal, and mail it today. 2 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. We value your views on our proposal. We will be in contact with you in the days ahead, or feel free to contact us toll-free through Georgeson & Company at 1-800-223-2064. Thank you, and we look forward to working with you to create a strong company poised for the future. Sincerely, /s/ John E. Hayes, Jr. John E. Hayes, Jr. Chairman of the Board and Chief Executive Officer 1 Western Resources June 26, 1996 Dear KCPL Shareowner: Western Resources has increased our tax-free stock exchange offer to $31 a share for your KCPL stock, based on Western Resources' closing stock price yesterday. This means greater dividends to you. Your dividend rate will range from $2.00 to $2.35 per KCPL share, based on the Western Resources share price at the time of closing and upon our projected 1998 post-merger annual dividend rate of $2.14 per share of Western Resources Common Stock. In spite of this strong offer, KCPL management again refused to meet with us. They rejected this offer with the same old arguments that many industry analysts had already dismissed and specifically instructed Merrill Lynch, KCPL's financial advisor, not to consider our offer in concluding that the UtiliCorp proposal is fair to you. On top of that, KCPL management has even urged you not to read this material. In fact, you were told to throw away our proxy materials and proxy card, which you could use to understand our offer and vote on the KCPL/UtiliCorp proposal. Ask yourself: What is it that KCPL management doesn't want you to know? Enclosed is a brochure that provides more information about our offer. It answers the questions that KCPL shareowners asked us. It also spells out where we think this combined company is headed. Western Resources has a vision that works. We understand where the utility industry is going and how we can enhance shareowner value. Since KCPL canceled the May 22 vote, we must again ask for your vote. We are providing a GOLD proxy card. We ask that you sign and date it, voting AGAINST the KCPL/UtiliCorp proposal, and mail it today. 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. We value your views on our proposal. We will be in contact with you in the days ahead, or feel free to contact us toll-free through Georgeson & Company at 1-800-223-2064. 2 Thank you, and we look forward to working with you to create a strong company poised for the future. Sincerely, /s/ John E. Hayes, Jr. John E. Hayes, Jr. Chairman of the Board and Chief Executive Officer 1 Western Resources June 26, 1996 Dear Shareowner: We at Western Resources want you to know that we are a company that understands your need for dividend income, even while the utility industry is undergoing dramatic change. That's why our offer includes a dividend rate of $2.00 to $2.35 per KCPL share (based upon Western Resources' projected 1998 post-merger annual dividend rate of $2.14 per share of Western Resources common stock). This is far greater than the $1.85 dividend rate which KCPL and UtiliCorp "intend to recommend" in their proposal. Your dividends have always been a key point of our proposal, but, in spite of this strong offer, KCPL management again refused to meet with us. They rejected this offer with the same old arguments that many industry analysts had already dismissed and specifically instructed Merrill Lynch, KCPL's financial advisor, not to consider our offer in concluding that the UtiliCorp proposal is fair to you. On top of that, KCPL management has even urged you not to read this material. In fact, you were told to throw away our proxy materials and proxy card, which you could use to understand our offer and vote on the KCPL/UtiliCorp proposal. Ask yourself: What is it that KCPL management doesn't want you to know? Enclosed is a brochure that provides more information about our offer. It answers the questions that KCPL shareowners asked us. It also spells out where we think this combined company is headed. Western Resources has a vision that works. We understand where the utility industry is going and how we can enhance shareowner value. Since KCPL canceled the May 22 vote, we must again ask for your vote. We are providing a GOLD proxy card. We ask that you sign and date it, voting AGAINST the KCPL/UtiliCorp proposal, and mail it today. 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. 2 We value your views on our proposal. We will be in contact with you in the days ahead, or feel free to contact us toll-free through Georgeson & Company at 1-800-223-2064. Thank you, and we look forward to working with you to create a strong company poised for the future. Sincerely, /s/ John E. Hayes, Jr. John E. Hayes, Jr. Chairman of the Board and Chief Executive Officer 1 [The following letter was mailed to certain KCPL Shareholders on or after June 26, 1996] WESTERN RESOURCES, INC. RE: Special Meeting of Shareholders of Kansas City Power & Light Company Relating to the Proposed Issuance of Shares of KCPL Common Stock With Respect to the Proposed UtiliCorp Transaction Dear KCPL Shareholder: Please accept our thanks for sending in your Proxy. To avoid the possibility of your proxy being challenged or disqualified for the reason(s) indicated below, we are requesting that you sign, date and mail the enclosed proxy with the correction indicated below in the self- addressed envelope provided for your convenience. This Proxy will automatically revoke any previous proxy. [ ] Your previous proxy was unsigned. If signing as attorney, executor, administrator, personal representative of the estate, corporate officer, partner, trustee, custodian or guardian, please sign and give your full title as such. [ ] Your previous proxy was undated. Please sign and date to confirm to the name shown on the proxy. [ ] Your previous proxy omitted your title or authority. If signing as attorney, executor, administrator, personal representative of the estate, corporate officer, partner, trustee, custodian or guardian, please sign and give your full title as such. [ ] Your previous proxy, as signed, did not conform to the name shown on the proxy. Please date and sign this proxy exactly as the registration appears on the proxy, including your full title if signing other than in an individual capacity. If the registration is in the name of a custodian for the benefit of a minor, the custodian must sign and indicate their capacity. If you are a beneficiary 18 years or older, you may sign as long as you indicate your age. [ ] Your previous proxy, as marked, did not clearly specify your instructions. Please sign, date and clearly mark your proxy. 2 [ ] Other__________________________________________________________ _______________________________________________________________ Since time is of the essence, we would greatly appreciate your signing, dating and mailing this GOLD proxy card as soon as possible. Please mail it in the envelope provided for your convenience. Once again, we appreciate your support. Sincerely, WESTERN RESOURCES, INC.