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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 employee update was issued on July 18, 1996.
Employee Update 7/18/96
The following information is being provided to analysts and brokers and
highlights our reasons why a Western Resources/KCPL merger is beneficial to
all involved. We thought you might be interested in what we're saying to the
financial community.
WESTERN RESOURCES BELIEVES:
1. Our offer provides superior dividend enhancement for each KLT
share. [1] [2]
- WR Offer $2.00 - $2.35
- UCU/KLT "intention to recommend"
a post-merger dividend of $1.85
2. Our offer provides superior market value for each KLT share.
- KLT Price $23.875 [3] $25.875 [4]
- WR Offer 31.00 31.00
- WR Premium to KLT 30% 20%
3. WR has a stronger balance sheet and credit rating. [5]
- Western is rated A-/A3
- UtiliCorp is rated BBB/Baa3
4. WR has a better track record than UtiliCorp.
- Total shareholder returns (dividends and capital appreciation,
through 12/31/95) 50% greater than UtiliCorp since the WR KPL/KGE
merger in March, 1992
5. Our offer has far greater projected merger savings.
- WR/KLT savings (10 years) $1,043 million
- UCU/KLT savings (10 years) $ 636 million
- WR/KLT % greater savings 64%
6. Our offer is better for customers.
- WR plan offers rate reductions of $80 million to KLT Kansas
customers in first 10 years (30% more than the UCU/KLT plan)
- WR plan offers rate reductions of $100 million for WR's KGE
customers in first 10 years
- WR will honor the rate settlement KLT reached for customers in
Missouri providing $200 million rate reductions in the first 10 years
7. Our offer requires fewer regulatory approvals.
- Western needs approval or review from just two states (Kansas &
Missouri), the Federal Energy Regulatory Commission (FERC),
Hart-Scott-Rodino, and the Nuclear Regulatory Commission (NRC).
UtiliCorp needs approvals from the FERC, Hart-Scott-Rodino, NRC,
seven states and three foreign countries.
8. Our offer is employee friendly.
- Western has committed to no layoffs
- UCU/KLT have made no such commitment
9. WR has demonstrated success with large mergers.
- Western's KPL/KGE merger in 1992 was precedent-setting and
achieved its objectives.
10. Vote AGAINST the UCU/KLT revised proposal on the GOLD proxy card.
- For questions, call Rick Kready, Western Resources' director of
investor relations: 913-575-8226 or call Georgeson Company, Inc.
1-800-223-2064.
[1] Dividend at closing based on 1998 post-merger Western Resources
projected annual dividend of $2.14 per share; and, announcement by
UCU/KLT of intent to recommend a dividend of $1.85 following the close
of the proposed UCU/KLT combination.
[2] Subject to exchange ratio of 0.933 - 1.100 Western Resources
shares for each KLT share.
[3] Market price on last trading day before WR's original offer
(4/12/96).
[4] Market price on last trading day before WR's revised offer
(6/14/96).
[5] WR has been put on credit watch with negative implication. WR
believes it is typical for companies to be placed on credit watch
following a merger offer.
This Employee Update is neither an offer to exchange nor a solicitation of an
offer to exchange shares of common stock of KCPL. Such 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 of common stock of KCPL in any jurisdiction in which the
making of such offer or the acceptance thereof would not be in compliance with
the laws of such jurisdiction. In any jurisdictions where securities, blue
sky or other laws require such offer to be made by a licensed broker or
dealer, such 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.