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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(c) 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 mailed to KCPL Employee Savings Plan Participants on
August 12, 1996:
[logo]
Western Resources
John E. Hayes, Jr.
Chairman of the Board
and Chief Executive Officer
August 12, 1996
Dear KCPL Employee Savings Plan Participant:
YOU CAN CHOOSE!
This Friday, August 16, you will be asked to choose UtiliCorp as your new
family. The choice is yours.
We have asked your senior management to join us in creating a great new
company to embark on an exciting future in the energy business. They have
refused, choosing instead to try combining with UtiliCorp. Ask yourself how
the enormous bonuses you have been hearing about may influence their
decisions.
The Western Resources family is a group of dedicated employees like those at
KCPL. We both work to create a better future for ourselves, our shareowners,
customers and communities. Western Resources is a growing, multifaceted
energy business focused on creating customer value through excellent electric
and gas utility service, unregulated electric and gas businesses and related
products and services. The result is a wide array of growth opportunities for
all employees and inventors.
We are offering what we believe is a clearly better deal for shareowners with
our offer* of $31 and a $2.00 to $2.35 dividend per KCPL share.
And we are looking forward to joining with you for a better future. To make
that happen, you need to vote AGAINST the UtiliCorp proposal now. If you
don't vote, UMB Bank, the trustee, will vote your shares in whatever direction
they decide. Even if you have already voted for the UtiliCorp proposal, you
can change your vote by notifying the trustee, UMB Bank, or you can simply
choose to abstain.
I appreciate your continued interest in the developments of the last few
months and look forward to the opportunity to work with you as we build a
bright future together.
Sincerely,
/s/ John E. Hayes, Jr.
IMPORTANT
If you have already voted AGAINST the UtiliCorp proposal, we thank you.
If you haven't voted, or if you previously voted FOR the UtiliCorp proposal,
IT'S NOT TOO LATE TO VOTE AGAINST.
Please sign, date and return the enclosed GOLD proxy card today.
If you have any questions or need assistance in the last-minute voting of your
shares, please contact Georgeson & Company Inc., toll-free, at 1-800-223-2064.
* Dividend per KCPL share is based upon Western Resources' projected post-
merger 1998 annual dividend rate of $2.14 per share of Western Resources
common stock and the exchange ratio in Western Resources' offer. Price per
KCPL share (payable in Western Resources common stock) assumes that Western
Resources' average share price is between $28.18 and $33.23 at the time of
closing.
This letter is neither an offer to exchange nor a solicitation of an offer to
exchange Shares. The Offer is made solely by the Prospectus dated July 3,
1996, and the related Letter of Transmittal and is not being made to, nor will
tenders be accepted from or on behalf of, holders of Shares in any
jurisdiction in which the making of the Offer or the acceptance thereof would
not be in compliance with the laws of such jurisdiction. In any jurisdiction
where securities, blue sky or other laws require the Offer to be made by a
licensed broker or dealer, the Offer shall be deemed to be made on behalf of
Western Resources, Inc. by Salomon Brothers Inc. or one or more registered
brokers or dealers licensed under the laws of such jurisdiction.
The following letter was mailed to KCPL shareowners on August 12, 1996:
[logo]
Western Resources
John E. Hayes, Jr.
Chairman of the Board
and Chief Executive Officer
August 12, 1996
Dear KCPL Shareowner:
I want to thank you for your interest during the past few months. You have
been exceedingly patient with the volumes of material you have received and
have shown a willingness to choose the best return on your investment.
We began this effort because it was so clear to us that together KCPL and
Western Resources bring benefits to shareowners of both companies that no
other combination can match.
We believe we have demonstrated the superior value of our offer* of $31 and a
$2.00 to $2.35 dividend per KCPL share. Distinguished independent financial
analysts have publicly affirmed the value and achievability of our offer.
Together, KCPL and Western Resources are strongly positioned to compete in the
energy marketplace. With our joint regional strength and operating
efficiencies we can build further upon Western Resources' existing leadership
in unregulated areas such as wholesale power, gas marketing and home security.
Western Resources is a company of financial strength and vision. We are the
kind of partner that will be excellent for KCPL.
Once again, we ask that you vote AGAINST what we see as an inferior UtiliCorp
proposal so that the Western Resources offer can move forward as quickly as
possible. If you've already voted AGAINST the UtiliCorp proposal, we thank
you. If you haven't voted, or if you previously voted for the UtiliCorp
proposal, it's not too late to vote AGAINST.
Please sign, date and mail the enclosed GOLD proxy card today. If you have
questions or need assistance in the last-minute voting of your shares, please
contact Georgeson & Company, Inc., toll-free, at (800) 223-2064.
Thank you for the close attention you have given to this important vote. I
look forward to meeting you and working to build a bright future for your KCPL
investment.
Sincerely,
/s/ John E. Hayes, Jr.
* Dividend per KCPL share is based upon Western Resources' projected post-
merger 1998 annual dividend rate of $2.14 per share of Western Resources
common stock and the exchange ratio in Western Resources' offer. Price per
KCPL share (payable in Western Resources common stock) assumes that Western
Resources' average share price is between $28.18 and $33.23 at the time of
closing.
This letter is neither an offer to exchange nor a solicitation of an offer to
exchange Shares. The Offer is made solely by the Prospectus dated July 3,
1996, and the related Letter of Transmittal and is not being made to, nor will
tenders be accepted from or on behalf of, holders of Shares in any
jurisdiction in which the making of the Offer or the acceptance thereof would
not be in compliance with the laws of such jurisdiction. In any jurisdiction
where securities, blue sky or other laws require the Offer to be made by a
licensed broker or dealer, the Offer shall be deemed to be made on behalf of
Western Resources, Inc. by Salomon Brothers Inc. or one or more registered
brokers or dealers licensed under the laws of such jurisdiction.
The following advertisement will be used in newspapers beginning August 12,
1996:
THANK YOU
KCPL
SHAREOWNERS.
For your patience.
For your willingness to discern the truth.
For your serious consideration of the
value of our offer* of $31 per KCPL share and
a $2.00 to $2.35 dividend per KCPL share.
For your support for an exciting future.
For voting against the proposed merger with
UtiliCorp on the gold proxy card.
[logo]
Western Resources
If you have any final questions on our offer, call Georgeson & Company,
assisting us at 1-800-223-2064, or access our web site at
http://www.wstnres.com.
* Dividend per KCPL share is based upon Western Resources' projected post-
merger 1998 annual dividend rate of $2.14 per share of Western Resources
common stock and the exchange ratio in Western Resources' offer. Price per
KCPL share (payable in Western Resources common stock) assumes that Western
Resources' average share price is between $28.18 and $33.23 at the time of
closing.
This advertisement is neither an offer to exchange nor a solicitation of an
offer to exchange Shares. The Offer is made solely by the Prospectus dated
July 3, 1996, and the related Letter of Transmittal and is not being made to,
nor will tenders be accepted from or on behalf of, holders of Shares in any
jurisdiction in which the making of the Offer or the acceptance thereof would
not be in compliance with the laws of such jurisdiction. In any jurisdiction
where securities, blue sky or other laws require the Offer to be made by a
licensed broker or dealer, the Offer shall be deemed to be made on behalf of
Western Resources, Inc. by Salomon Brothers Inc. or one or more registered
brokers or dealers licensed under the laws of such jurisdiction.