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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 [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to Rule 240.14a-11(c) or Rule
240.14a-12
KANSAS CITY POWER & LIGHT COMPANY
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $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:
(2) Aggregate number of securities to which transaction
applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[X] Fee paid previously with preliminary materials.
[ ] 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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
####
[Letter to KCPL Shareholders]
June 19, 1996
Dear Shareholder:
You may be receiving materials in the mail from Western Resources
shortly. PAY NO ATTENTION TO THESE MATERIALS AND DISCARD ANY
PROXY CARD THAT MAY ACCOMPANY THEM. There is no reason to
respond to Western's mailing and every reason to wait until you
get further information from KCPL. We believe that Western's
materials have been sent to you prematurely. Consider the
following:
- - - Definitive proxy materials for the KCPL/UtiliCorp merger have
not yet been mailed.
- - - The Special Meeting to consider the KCPL/UtiliCorp merger has
not yet been called.
- - - Western's exchange offer has not been declared effective by the
SEC.
Be assured that your board's fiduciary obligation to shareholders
remains the first priority. The board's recommendations to you
are in the best long-term interests of the company, shareholders,
customers and employees.
Please, wait to receive all the facts before taking any action
with respect to your KCPL shares. Your best decision is an
informed one.
If you have questions, please call toll free:
KCPL Investor Relations 800-245-5275
D.F. King (proxy solicitor) 800-714-3312
Sincerely,
/s/Drue Jennings
Chairman of the Board, President
and Chief Executive Officer
The participants in this solicitation include Kansas City Power &
Light Company ("KCPL") and the following directors of KCPL:
David L. Bodde, William H. Clark, Robert J. Dineen, Arthur J.
Doyle, W. Thomas Grant II, A. Drue Jennings, George E. Nettels,
Jr., Linda Hood Talbott and Robert H. West. KCPL's employee
participants include A. Drue Jennings (Chairman of the Board,
Chief Executive Officer and President), Marcus Jackson (Senior
Vice President-Power Supply), J. Turner White (Senior Vice
President-Retail Services), John DeStefano (Senior Vice President-
Finance, Treasurer and Chief Financial Officer), Jeanie S. Latz
(Senior Vice President-Corporate Services, Corporate Secretary
and Chief Legal Officer), Mark Sholander (General Counsel), Frank
Branca (Vice President-Wholesale and Transmission Services),
Steve W. Cattron (Vice President-Marketing and Regulatory
Affairs), Charles R. Cole (Vice President-Customer Services and
Purchasing), Doug M. Morgan (Vice President-Information
Technology), Richard A. Spring (Vice President-Production),
Bailus M. Tate, Jr. (Vice President-Human Resources) and Neil
Roadman (Controller). KCPL will enter into an employment
agreement with Mr. Jennings which will become effective at the
effective time (the "Effective Time") of the mergers (the
"Mergers") contemplated by the Amended and Restated Agreement and
Plan of Merger, dated as of January 19, 1996, as amended and
restated on May 20, 1996, by and among KCPL, KC Merger Sub Inc.,
UtiliCorp United Inc. ("UtiliCorp") and KC United Corp. Under
severance arrangements entered into by KCPL and certain of its
executive officers, certain payments may become payable in
connection with the Mergers with respect to Mr. Jennings and such
officers of KCPL. To the extent, if any, not provided by an
existing right of indemnification or other agreement or policy,
during the period commencing at the Effective Time and continuing
for not less than six years thereafter, KCPL shall, to the
fullest extent not prohibited by applicable law, have certain
indemnification obligations to the participants with respect to
matters arising at or prior to the Effective Time in connection
with the transactions contemplated by the Mergers. At the
Effective Time, the size of KCPL's Board of Directors will
increase from 9 to 18 directors and all of the then present
directors of KCPL, including, it is expected, Mr. Jennings, will
remain on the KCPL Board. Additional employees who may be
participants: David Myers, Andrea Bielsker, Carol Sullivan-
Myers, Sally Barber, Patrice Tribble, Colleen Conroy, Teresa
Cook, Sue Johnson-Kimbel, Randall Hamann, Julie Winningham, Bill
Bailey, Becky Peck, Ken Geier, Leslie Boatright, Pam Levetzow,
Susan Cunningham and Phyllis Desbien. No participant
individually owns more than 1% of the outstanding shares of
KCPL's common stock or more than 1% of the outstanding shares of
UtiliCorp's common stock.
[end of shareholder letter]