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####
[Advertisement appearing in newspapers commencing August 11,
1996]
To KCPL Shareholders
EVERYONE
WINS
SHAREHOLDERS
CUSTOMERS
EMPLOYEES
COMMUNITIES
KCPL & UtiliCorp.
Our two strong companies combine 193 years of providing value,
reliability, commitment and support for all our constituencies.
Together, we'll be even better. Thank you for your continuing
support of our merger.
Vote FOR the proposed merger of KCPL and UtiliCorp on the
WHITE proxy card.
[KCPL logo]
KCPL & UtiliCorp: The right investment for your future.
If you have any questions about the merger or need
assistance completing the white proxy card, please call KCPL
INVESTOR RELATIONS toll free at 1-800-245-5275.
August 11, 1996
[Excerpts from employee newsletter distributed August 12,
1996]
SHAREHOLDERS' MEETING SET FOR 10 A.M., AUG. 16
KCPL's Special Meeting of Shareholders to vote on the
strategic merger with UtiliCorp will take place at 10 a.m.
on Friday, Aug. 16, at the Westin Crown Center in Kansas
City, Mo. The Aug. 7 meeting was postponed to give KCPL
shareholders additional time to consider the Aug. 2 U.S.
District Court decision by Federal Judge Scott Wright. Judge
Wright ruled that the KCPL/UtiliCorp merger requires the
affirmative vote of two-thirds of KCPL's outstanding shares.
"Nothing has changed regarding the fundamental benefits
of the KCPL/UtiliCorp merger," KCPL President Drue Jennings
said, "and we look forward to giving KCPL shareholders the
opportunity to vote on the merger. A KCPL/UtiliCorp
combination will match KCPL's experience and strength in
regulated businesses with UtiliCorp's strength in
unregulated businesses. The resolve of the Board remains
firm: Western's ability to pay dividends at its promised
rate is not credible to KCPL -- as Western would be required
to use in 1998 more than 90 percent of its earnings on a
going-forward basis to cover dividend payments."
Jennings added, "It remains KCPL's position that the
merger as restructured on May 20, 1996, does not require a
two-thirds vote but rather requires the approval of a
majority of those shares voting at a meeting. Quite frankly,
we are both surprised and disappointed with the District
Court's ruling, which, if it remains in effect, would permit
a relatively small minority (including shares not even
voted) to thwart the wishes of the holders of a substantial
majority of KCPL shares."
In a meeting with managers on Wednesday, Aug. 7,
Jennings said that, despite the distractions created by
merger activities, KCPL's operations continue to run
smoothly. "What we're doing is working," he added. "The fact
of the matter is that people are keeping their eye on the
ball in terms of running the company. We're in good shape."
He said that KCPL is "competing for our right to pursue
a future we've got a lot of confidence in.
"No matter how proud I am of what we've accomplished in
the past, our future will be different from what we've faced
before.
"There's a sense of passion I detect among employees
and in the community that underpins what we're doing."
#####
MERGER Q&A
Q:Is Aug. 16 the earliest date we could hold the
rescheduled meeting?
A:Yes. Missouri law requires a minimum of 10 days to notify
shareholders of a meeting, and since notice was given on
Aug. 6, Aug. 16 is the earliest date we could use under
Missouri law.
Q:How long will it take for the judge to rule on whether we
can appeal the Aug. 2 decision?
A:We don't know if Judge Wright will demand that we wait
for the official tabulation of results or if we will be
able to use an unofficial tally. We'll get the voting
results to the judge as quickly as possible and ask him
to certify the appeal if the vote falls between the
simple majority of shares voted and the two-thirds of
outstanding shares requirements.
Q:Transition planning has been on hold for the last several
weeks. After Friday, Aug. 16, will we restart our efforts
in that area?
A:Yes, we'll pick up the pace again after Friday's
shareholders' meeting.
#####
AN EDITORIAL
WHY KCPL SAID "NO" TO WESTERN RESOURCES AND "YES" TO
UTILICORP
KCPL's Board of Directors carefully considered whether
a merger with Western made sense. KCPL knows Western's
management; we know their business. Long before reaching the
merger agreement with UtiliCorp, KCPL talked with Western
about a possible combination. The KCPL board concluded that
Western did not provide a strategic fit with KCPL that would
create adequate benefits for shareholders, employees and
customers. The board saw significant business risks in a
Western merger and none of the business advantages confirmed
in our proposed merger with UtiliCorp.
Our efforts to identify the best possible partner date
to the early 1990s, when the board began discussing the
looming changes in the utility industry and how best to
prepare for them. We evaluated our own strengths, which
included one of the lowest fuel procurement costs in the
industry, and our efficient operations, which make us a low-
cost provider. We also considered the fact that our business
is heavily concentrated in the regulated sector.
The KCPL board reached its conclusions about Western
after being deeply involved in the entire merger process and
participating actively in every key decision.
The board identified two key priorities in our business
plan for the future: attaining sufficient size to be a
player in a consolidated industry and diversifying into non-
regulated energy businesses. It then began to look for
potential partners that could help us achieve these goals,
including two in our own backyard -- UtiliCorp United and
Western Resources.
In June 1994, we held preliminary discussions with
Western about a possible merger. After confidential
information was exchanged, we concluded that this merger did
not meet our long-term goals, and informed Western of that
fact two months after the discussions began. Western
continued to express interest in a merger with KCPL through
the end of 1995, but KCPL reaffirmed to Western that the
board believed such a combination was not in the best
interest of KCPL shareholders.
Among other things, it was clear that a Western/KCPL
combination would continue to concentrate our business in
the regulated sector -- not provide the diversity called
for by our business plan.
Moreover, overlapping territories would result in
unnecessary duplication of our efforts, which we believe
would put employee positions at greater risk for
elimination. Overlapping territories would also further
concentrate our business in limited regulatory jurisdictions
with similar weather conditions -- not provide the
diversity called for by our business plan.
Additionally, a Western/KCPL combined company would own
94 percent of the Wolf Creek nuclear plant, concentrating a
substantial amount of capital and risk in a single
generating facility -- not providing the diversity called
for by our business plan.
KCPL renewed talks with UtiliCorp, a company whose
aggressive entrepreneurial spirit was an excellent
complement to KCPL's more conservative culture. The board
was impressed by UtiliCorp's foresight in launching the
electric and gas utility industry's first national brand,
EnergyOne. The board realized the value of their
geographically diversified operations throughout the United
States and overseas, providing expansion opportunities
beyond our current operating area in Kansas City, eastern
Kansas and western Missouri. Our agreement to merge our two
strong companies was announced in January.
Having studied Western's recent offer at length, the
board is concerned that Western's proposal is based on
faulty assumptions. For instance, we believe that Western
has significantly overestimated the amount of savings that
would result from a Western/KCPL merger. For this and other
reasons we have stated, the KCPL board has serious doubts
about the reliability of Western's financial forecasts.
KCPL is not looking for vague promises of short-term
gain based on questionable assumptions. KCPL is looking for
a partnership that will not only provide solid value in the
short term but build the strongest business and richest
value over the long term.
Western's offer is a stock transaction, not a cash
offer, and the KCPL board has serious questions as to what
Western's paper is really worth now and in the future. It is
important to remember that hostile takeovers can take years
to complete, and there has never been a successful hostile
takeover of an electric utility.
The KCPL board believes that a KCPL/UtiliCorp
combination offers greater value to our shareholders. Our
vision for our combined company, Maxim Energies, is to be a
vigorous participant in the global energy marketplace,
adding diversified products and services, entering new
markets and growing revenues, income and share value for our
shareholders.
Our board is totally confident that the KCPL/UtiliCorp
merger will position us for competitive success. The
competing proposal will not. And that is why the KCPL board
said "no" to Western and "yes" to UtiliCorp.
#####
RETIREES ASK QUESTIONS ABOUT THE KCPL/UCU MERGER
On Wed., July 17, members of the John Lynn Club met
with KCPL officers Jeanie Latz and Bailus Tate to discuss
details of the KCPL/UtiliCorp merger. The following recaps
some of the questions and answers from that meeting.
Q:How will the KCPL/UCU merger affect pensions?
A:Pension plans for retired employees will not be affected
by the merger. Those plans, put in place by KCPL, are
regarded as a contract with retirees and cannot be
changed because of a merger. Other retiree benefits will
be examined by the Human Resources Transition Team as it
creates policies on all benefits issues. KCPL anticipates
the total value of compensation and benefits to remain
the same. However, specific details have not yet been
determined.
Q:What happens to the pension trust fund?
A:No changes will be made to the pension trust fund for
current retirees. Pension benefit funds are set aside in
a trust to pay the pension benefits elected for the
lifetime of the retiree.
Q:How will the merger affect retirees' insurance,
hospitalization, prescription drug programs and other
benefits?
A:Retiree benefits will be examined by the Human Resources
Transition Team as it creates policies on all benefits
issues. KCPL anticipates the total value of benefits to
remain the same. However, specific details have not yet
been determined.
Q:How do UCU's retirement benefits and salaries compare
with ours?
A:Both companies have established retirement benefit plans.
Although we have similar programs, there are some benefit
differences, which the HR Transition Team is currently
evaluating.
Q:Is it true that the company is studying retiree health
benefits as a way to lower costs to Maxim Energies?
A:KCPL and UCU are carefully considering all Human
Resources policies for the new company. Neither company
has specifically determined that retiree health benefits
must be cut to save money. KCPL has stated that it does
not anticipate decreasing retiree benefits in any manner.
Q:What will happen to the John Lynn, Powerlite and Quarter
Century Clubs if we merge with UCU?
A:Those groups will continue to exist.
Q:Will Maxim continue the policy of hiring summer students
from the families of employees and retirees? Will it
continue to hire retirees for temporary special projects?
A:Again, the HR Transition Team will determine specific
policies for Maxim Energies. You'll be apprised as soon
as those decisions are made.
If retirees have additional questions about the merger,
they can call the Employee Merger Hotline at 1-800-718-8788.
#####
UTILICORP SECOND QUARTER EARNINGS UP 285 PERCENT
On Thursday, July 25, UtiliCorp announced that for the
second quarter ended June 30, 1996, its earnings available
for common shares were $25.8 million, up 285 percent from
earnings of $6.7 million in the second quarter of 1995.
The second quarter results reflect increased
contributions from international ventures and domestic non-
regulated businesses. Earnings from the UtilCo Group
subsidiary included an after-tax gain of $11.8 million,
primarily the result of a long-term lease arrangement at an
independent power project in California in which UtilCo
Group holds a 23 percent interest. Earnings from domestic
utility operations were also stronger than in last year's
quarter.
"The excellent results for the second quarter further
demonstrate the success of our strategy for growth in non-
regulated and international business," said Rick Green, UCU
chairman and CEO. "Not including the net gain from
transactions at UtilCo Group, earnings were more than double
the year-ago results, which positions us with very positive
momentum for the second half of this year."
Primary earnings per common share for the 1996 quarter
were 55 cents, up 267 percent from 15 cents. Average common
shares outstanding increased 3.7 percent, from 45.1 million
a year earlier to 46.7 million, due primarily to a positive
response to the company's direct customer stock purchase
plan.
The Aquila Energy subsidiary reported increased gas
pipeline throughput and natural gas liquids production.
Natural gas trading activities also grew during the quarter,
a period marked by increased price volatility. Net income of
Aquila Gas Pipeline Corporation, which is 82 percent owned
by Aquila Energy, increased 88 percent over the 1995
quarter, reflecting growth in pipeline throughput and higher
natural gas liquids production and pricing. The Aquila Power
subsidiary has grown quickly since being started in 1995,
Green added. In the 1996 first quarter, it ranked as the
15th largest national marketer of electricity, and its
volumes have already more than doubled since then.
"Our utilities in Canada, Australia and New Zealand all
contributed to the rise in second quarter earnings," Green
said. Earnings from Canadian operations rose significantly
compared to a year ago, reflecting a recent rate increase
and growth in customers. UCU's 49.9 percent interest in
United Energy, the Australian electric distribution utility
it has operated since Sept. 1995, contributed $3.3 million
to net income for the second quarter. "United Energy's
contribution to date is well above our original
expectations," Green said, "due largely to favorable results
from transforming its operations and marketing to a
competitive, customer-focused model ahead of plan."
Sales for the second quarter 1996 were $765.0 million,
up 27 percent compared to 1995 second quarter sales of
$600.8 million. Income from operations was $35.1 million, up
from $34.9 million.
For the six months ended June 30, sales were $1.8
billion, up 39 percent from $1.3 billion in the six months a
year earlier. Income from operations was $122.1 million, up
from $116.5 million. Earnings available for common shares
were $62.6 million, up 63 percent from $38.4 million, and
primary earnings per share were $1.35, up 59 percent from 85
cents.
#####
NEWS FROM UTILICORP
UCU and Adaptive Networks, Inc., of Brighton, Mass.,
signed a three-year licensing agreement to jointly develop
advanced technology applications and bring them to the
growing global energy market.
Adaptive Networks is a recognized leader in power-line
communications technology, whereby existing AC power lines
become a communications network. Semiconductor chips
installed in each device or machine connected to the power
network transmit and receive data, making it possible to
develop computer software to centrally monitor or control
everything from air conditions and cash registers to utility
telemetering equipment and vending machines.
*******
UCU announced on Friday, Aug. 2, it will postpone
construction of a power plant in Pueblo, Colo., because it
recently agreed to purchase electricity in bulk at a low
price.
The amended contract with the Public Service Co. of
Colorado will reduce electric costs for UCU's 78,000
southern Colorado customers by as much as $1 million a year.
*******
Rick Green, UCU chairman and CEO, introduced Rep. Dan
Schaefer (R-Colo.) at a Capitol Hill press conference on
July 11, stating: "We applaud the efforts of Dan Schaefer
and his staff for crafting a measure that finally gets the
ball rolling to deregulate electricity. It's not an
overstatement when we say that the American consumer gained
a real champion today with the introduction of his
legislation."
The comprehensive reform bill introduced by Schaefer,
chairman of the House Commerce Energy and Power
Subcommittee, "opens the great debate on choice in this
country," Green added, "and represents the best kind of
American economics -- common sense for the customer.
"Informed discussion and input from the states will
help Congress shape final legislation, and American energy
customers can soon look forward to choosing energy providers
based not on the old monopoly model, but on competitive
pricing and access to a wider array of value-added products
and services."