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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
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[ ] Preliminary Proxy Statement
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by Rule 14a-6(e)(2))
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240.14a-12
KANSAS CITY POWER & LIGHT COMPANY
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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[Excerpt from KCPL employee Hotline information bulletin]
Thanks for calling the Hotline for Tuesday, July 9.
Kansas City Power & Light Company announced, in response to
Western Resources, Inc. formally commencing its unsolicited
exchange offer, that the Company's Board of Directors will review
the exchange offer shortly.
KCPL stated that shareholders need not take any action at this
time with respect to Western's exchange offer and requested that
shareholders await the recommendation of the KCPL Board.
A complete copy of the news release is in the Merger Update icon
in the CorpInfo group of Windows.
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[Excerpt from KCPL employee Hotline information bulletin]
Thanks for calling the Hotline for Wednesday, July 10.
The members of the board of directors of Kansas City Power
& Light Company, by a unanimous vote of those directors present,
recommended that KCPL shareholders reject Western Resources,
Inc.'s hostile exchange offer. At the same time, the KCPL Board
reaffirmed its decision to merge with UtiliCorp United Inc. to
form Maxim Energies, Inc.
In rejecting Western's unsolicited hostile offer, the KCPL
Board reviewed KCPL's long-term strategic plan and the benefits
of a merger with UtiliCorp, and determined that Western's offer
is not in the best interests of KCPL, its shareholders,
customers, employees and other constituencies.
"There are many reasons why we think that Western is an
unattractive partner. Of paramount concern is our belief that
Western's hostile offer is based on a number of faulty
assumptions that raise serious questions as to Western's
financial prospects and its ability to sustain dividends at its
promised dividend rate," said Drue Jennings, chairman, president
and chief executive officer of KCPL. Mr. Jennings cited the
following:
- Western faces significant rate reductions which KCPL
believes will imperil its ability to sustain promised
dividends.
- KCPL believes that reductions in merger-related savings
realized and/or retained will further hamper Western's
ability to make its promised dividend payments.
- KCPL believes that Western will be under pressure to
reduce rates for its KGE customers, and any reduction to
Western's revenue base would further threaten Western's
ability to makes its promised dividend payments.
- A KCPL/Western combination would concentrate risk in a
single asset and a single geographic market. A combined
KCPL/Western entity would own 94% of the Wolf Creek
nuclear plan, concentrating a significant amount of
capital and risk in a single asset.
- The KCPL Board questions Western's commitment to KCPL
employees. Western has stated that no layoffs would
result from its proposal, but Western's filings with the
Kansas Corporation Commission state that 531 employee
positions will be eliminated and assume that all
resulting savings will be available by January 1, 1998.
The KCPL Board does not believe that Western can reduce
531 positions in such a short time without laying off
KCPL employees.
- Western's hostile offer is conditioned on its transaction
being accounted for as a "pooling of interests," and KCPL
does not believe that such accounting treatment will be
available.
The KCPL Board also reaffirmed its support for a merger with
UtiliCorp to form Maxim Energies, Inc. The KCPL Board believes
that Maxim will be a customer-focused, low-cost energy supplier
with diversified assets and the financial resources to grow and
thrive in the electric utility industry which is on the verge of
deregulation. The KCPL Board believes that Maxim will allow KCPL
shareholders improved opportunities for long-term earnings and
dividend growth which are superior to that offered by Western's
hostile offer.
A shareholder vote to consider the UtiliCorp transaction has
been scheduled for Wednesday, August 7, 1996.
A complete copy of this news release is available in the
Merger Update icon in the CorpInfo group of Windows, as well as
in Merger Central.
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