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(Article from May 14, 1996 issue of KCPL employee newsletter LightLines)
EMPLOYEE QUESTIONS FOCUS ON MERGER OUTCOME
The main reason employees met with KCPL President Drue
Jennings and UCU President Rick Green on Tuesday, May 7, was
to ask questions. The following recaps some of the more
frequently asked questions. The questions have been
rephrased to combine similar issues. The answers shown here
are compilations of those given by Jennings and Green.
Q: How will existing pension plans and other benefits be
affected by the merger?
A: Current employee compensation and benefits programs will
not be impacted by the merger activity before the deal
closes. However, the KCPL-UCU Human Resources Integration
Team has been working for a number of weeks to build an
HR program, and they will be addressing numerous details,
including pension and benefits. These issues can be
worked out in a friendly merger situation; that option
may not be as likely in a hostile takeover.
Q: From the viewpoint of a KCPL employee, I don't think a
merger with anybody would be a good deal for us at this
time.
A: Change is going to happen, and the status quo will not
continue to work for us in the future. We want to
continue being proactive in our industry.
Q: Are KCPL employees supportive of the merger?
A: The IBEW presidents and business agents sent a strong
letter supporting the KCPL-UCU merger. The employees
Jennings has encountered personally and in other employee
meetings have been extremely supportive.
Q: What can I, as an individual employee, do to help see
that the merger is successful?
A: If you believe in the merger, talk about it; be
enthusiastic. Be a teacher and an ambassador. Stand up
and speak up with your friends, your associates and your
families.
Q: What is the feeling on Wall Street about the KCPL-UCU
merger versus a possible deal with Western?
A: Between January 22 and April 14, the feeling was just
magnificent. However, after Westerns' proposal on April
14, there's a somewhat different attitude. We've been
consistently giving them the message that the KCPL-UCU
merger is the only deal on the table. We keep emphasizing
that the core competencies needed for success just don't
exist in any other combination.
Q: We've heard that 200 jobs might be eliminated during the
first 10 years following the merger. Could all of those
disappear in the first year?
A: No. It's true that we have identified 200 positions that
could be eliminated. On average, that's 20 jobs a year,
10 in each company. Our commitment to any displaced
employees is the same as it has been -- to offer training,
job placement and to take all reasonable steps to retain
those individuals. The new company would do likewise. In
fact, the new company would offer more varied
opportunities in more varied locations with more varied
skill sets than what exist today. It would offer
opportunities beyond what either company could do
independently.
Q: I understand that if I vote on the blue proxy card it
will cancel out my vote on the white card. Is that true?
A: The latest card received is the only one that will be
counted.
Q: Have very many cards been returned yet?
A: We're starting to see some results. But some
shareholders, especially those who hold shares through
brokerage firms, are just now receiving their first
proxy. The ones that have been coming in are strongly in
favor of the merger.
Q: How can I check to be sure my proxy has been received?
A: KCPL employees can call 556-2053 to check on their
proxies. When you dial that extension, you'll receive a
recorded message with options. Follow the instructions,
and someone will answer to take your name and Social
Security number. That information will then be forwarded
to UMB Bank. To protect your confidentiality, a UMB Bank
representative will return your call to confirm receipt
of your proxy.
One way to avoid jamming the phone lines with calls,
however, would be to send in each and every white proxy
card you receive.
Q: Why will KCPL shareholders receive one share in the new
company for each share held in KCPL but UCU shareholders
will receive more?
A: Each company has a value determined in large part by the
marketplace. UCU and KCPL each hired an independent
investment banking firm to evaluate the companies' worth.
The share exchanges were negotiated from the values
determined by those firms.
Q: When the merger talks began, did you anticipate that a
third party would come along and "muddy the waters"?
A: We recognized Western Resources' interest but didn't let
it distract us from putting together what we thought was
right.
Q: Is there anything being discussed about the three
companies coming together?
A: We don't see that happening. Western has several issues
it must address, and we would have to see if Western
would ever have a vision for the future that matches our
own. The decision to bring in another company down the
road would be based on strategic positioning.
Q: UCU has a history of being aggressive in acquisitions.
Would that still be the case?
A: Acquisitions will continue to play a part in the plan for
the future. There will be some acquisition opportunities,
as well as joint venture and alliance opportunities.
We'll also continue to focus on our core business.
Q: When will the name of the new company be rolled out?
A: The new name would have been decided long before now if
not for Western. The outcome of the shareholder vote
renders everything else virtually irrelevant. We won't
need a new name if the merger isn't approved.
Q: Where do we go from here if we don't get the necessary
two-thirds vote on May 22?
A: Jennings answered, "We'll go back to square one of our
planning. Our plan is clear that we must continue to do
what must be done in a competitive marketplace. We'll go
on to alternative plans."
Videotapes of last Tuesday's meetings are available at each KCPL location.
(end of article)
----------
(Excerpt from KCPL employee Hotline for Tuesday, May 14, 1996)
Remember to return your proxy before the
shareholders' meeting scheduled for May 22.
(end of Hotline excerpt)
----------
(Advertisement which ran in various publications commencing
May 14, 1996)
THE PROPOSED MERGER
BETWEEN KCPL AND UTILICORP
IS GOOD FOR EVERYONE.
OUR COMMUNITY SUPPORTS US:
"I want to add our support to your merger with
UtiliCorp United. This planned coming together of two
local community-invested giants means only greater
things to come for our entire metropolitan area...The
KCPL investment goes far beyond dollars. Dozens of
your employees are active community volunteers and
board members...The non-profit community knows you and
KCPL and knows UtiliCorp United. Your `friendly
merger' will best serve all of us -- today and into the
future. It is for that reason, you must continue to
resist any hostile takeover attempt."
--Barb Friedmann, Executive Director, Coalition for
Positive Family Relationships
"At this stage in the life cycle of Kansas City, and
with the exciting developments that are occurring, the
loss of a headquarters of this major utility would be
devastating! Undoubtedly, jobs will be lost (and) tax
revenues to the city will be decreased."
--Donald J. Breckon, President, Park College
"I am writing to give my personal whole-hearted support
for the KCPL and UtiliCorp merger...While I held the
office of Mayor of Independence, I had the opportunity
to work with KCPL and with Richard Green of UtiliCorp.
Those experiences were very positive and I realized
what valuable corporate citizens these two companies
have been and continue to be...I am frankly angered at
Western Resources' efforts at a hostile takeover and am
confident it would be very detrimental to our
community."
--Barbara J. Potts, Former Mayor of Independence
LOCAL BUSINESS SUPPORTS US:
"I'm writing to support the friendly merger proposed by
Kansas City Power & Light Company and UtiliCorp United,
Inc....The tens of thousands of jobs and the hundreds
of millions of dollars of investment that have been
created in Kansas City have, in part, been created
because of the critical role that Kansas City Power &
Light and UtiliCorp have played in the economic
development effort of this community."
--Robert J. Marcusse, President, Kansas City Area
Development Council
"The Northeast Industrial Association Board would
therefore like to support the management of Kansas City
Power & Light Company in their decision to merge with
UtiliCorp United Inc. It is our hope that you will be
able to complete the proposed merger and continue the
excellent service to the companies in the Northeast
Industrial Association."
--Olen F. Monsees, President, Northeast Industrial
Association
"I am totally in support of the friendly merger of KCPL
and UtiliCorp United...I have always admired how deeply
involved you are in the Kansas City
community...UtiliCorp United has also demonstrated
involvement in the Greater Kansas City community and
has supported numerous community projects in this
area."
--E. Frank Ellis, Swope Parkway Health Center
OUR ELECTED OFFICIALS SUPPORT US:
"I am very concerned that the efforts of Western
Resources would result in the loss of jobs in Kansas
City and that the loss of your corporate headquarters
would adversely impact our community."
--Thomas J. Hoppe, State Representative, District 46
"I am writing to support the merger between Kansas City
Power and Light Co. and UtiliCorp United. Both
companies have an excellent reputation in Kansas City.
Please know I am confident that together you will be an
even greater asset to our city and our state. The
opportunity to have a major international company
poised to take advantage of future growth opportunities
headquartered in Kansas City should not be lost."
--Bonnie Sue Cooper, State Representative, District 32
"I am very concerned that the hostile takeover bid by
Western Resources would result in a loss of jobs in
Kansas City. I also strongly oppose the plan by Western
to keep most of any savings from a merger for the
company rather than the customers. I can assure you
the legislature would look closely at what actions we
can take to protect Missouri jobs and customers."
--Bill Skaggs, State Representative, District 31
NOW IT'S YOUR TURN.
VOTE YES TO THE KCPL/UTILICORP MERGER ON THE WHITE PROXY CARD.
[KCPL logo]
(end of ad)