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1 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant / / Filed by party other than the registrant /x/ Check the appropriate box: / / Preliminary proxy statement / / Confidential, for Use of the Commission Only (as permitted by / / Definitive proxy statement Rule 14a-6(e)(2)) /x/ Definitive additional materials / / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12 KANSAS CITY POWER & LIGHT COMPANY (Name of Registrant as Specified In Its Charter) WESTERN RESOURCES, INC. (Name of Person(s) Filing Proxy Statement) Payment of filing fee (Check the appropriate box): / / $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a- 6(j)(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: (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: 2 [The following proxygram and letter were disseminated to KCPL Shareholders on August 1, 1996.] 1 WESTERN RESOURCES John E. Hayes, Jr. Chairman of the Board and Chief Executive Officer August 1, 1996 Dear KCPL Shareowner: On July 30, 1996, Institutional Shareholder Services ("ISS"), the nation's leading voting advisory service, recommended that its clients, including institutional investors, mutual funds and other fiduciaries, vote AGAINST the UtiliCorp merger. In its report, ISS stated, "Western's offer to merge with KCPL again remains superior in terms of price, dividend, and the financial strength of the combined companies," and that, "Our recommendation is grounded in the belief that it is the duty of the board to maximize value for KCPL shareholders and to fairly consider all offers, including those that are unsolicited." ISS disputed KCPL's claim about Western Resources' cost savings estimates. They told their clients that: "Western has demonstrated that its saving estimates are consistent with recent acquisitions and with its experience in integrating Kansas Gas & Electric (KG&E) in 1990," and, "With a clearly superior offer on the table, we believe it is incumbent upon the KCPL board to work with Western towards a deal that will best benefit its shareholders." ISS called upon the KCPL board to "...stop rebuffing Western and negotiate a friendly transaction" and concluded, "...Western's deal is superior, but will not likely be consummated unless KCPL shareholders act quickly to block the merger agreement with UTU [UtiliCorp]." It's not too late to act to protect your investment. Remember, you stand to lose $4 per share and up to a 27% increase in dividends1 if the UtiliCorp merger is approved. If you oppose the merger, but have not yet voted, you must return a proxy voting AGAINST to ensure your vote is represented. A failure to vote could leave you stuck with what we believe is an inferior transaction. Since time is short and your vote extremely important, we have established a method to enable you to vote by toll-free telephone. Please follow the simple instructions below. If you need any assistance in the last-minute voting of your shares, please call Georgeson & Company Inc. toll-free, at 1-800-223-2064. 2 Thank you for your continued support. John E. Hayes, Jr. Chairman of the Board and Chief Executive Officer WESTERN RESOURCES INC. TOLL-FREE PROXYGRAM OPERATORS ARE AVAILABLE TO ASSIST YOU NOW!!! INSTRUCTIONS 1. Call toll-free 1-800-521-8454 between 8:00 a.m. and 12 midnight eastern time. 2. Tell the operator that you wish to send a collect Proxygram to ID No. 4972, Western Resources, Inc. in opposition to Kansas City Power & Light Company. 3. State your name, address and telephone number. 4. State the bank or broker at which your shares are held and your control number as shown below: Name: Broker: Control Number: Number of Shares: 3 PROXY SOLICITED BY WESTERN RESOURCES, INC. IN OPPOSITION TO THE PROXY SOLICITED BY THE DIRECTORS OF KANSAS CITY POWER & LIGHT COMPANY The undersigned, a holder of record of shares of common stock, without par value (the "Shares"), of Kansas City Power & Light Company, a Missouri corporation ("KCPL"), at the close of business on June 26, 1996, hereby appoints John K. Rosenberg, Richard D. Terrill, David C. Wittig and Neil T. Anderson, or any of them, the proxy or proxies of the undersigned, each with full power of substitution, to attend the Special Meeting of KCPL Shareholders on August 7, 1996, and any adjournments, postponements, continuations or reschedulings thereof, at which holders of Shares will be voting on the approval of the issuance of Shares necessary to effect the transactions contemplated by the Amended and Restated Agreement and Plan of Merger, dated as of January 19, 1996, as amended and restated as of May 20, 1996, by and among KCPL, UtiliCorp United Inc., a Delaware corporation ("UtiliCorp"), KC Merger Sub, Inc., a Delaware corporation ("KC Merger Sub"), and KC United Corp., a Delaware corporation ("KC United"), providing for the merger of UtiliCorp with and into KC Merger Sub, with UtiliCorp surviving, and the subsequent merger of UtiliCorp with and into KCPL (the "Proposed UtiliCorp/KCPL Transaction"), with KCPL surviving ("Newco"), and to vote as specified in this proxy all the Shares which the undersigned would otherwise be entitled to vote if personally present. The undersigned hereby revokes and previous proxies with respect to the matters covered in this Proxy. THE BOARD OF DIRECTORS OF WESTERN RESOURCES, INC. RECOMMENDS A VOTE AGAINST THE ISSUANCE OF SHARES NECESSARY TO EFFECT THE PROPOSED UTILICORP/KCPL TRANSACTION. IF RETURNED CARDS ARE SIGNED BUT NOT MARKED, THE UNDERSIGNED WILL BE DEEMED TO HAVE VOTED AGAINST THE ISSUANCE OF SHARES NECESSARY TO EFFECT THE PROPOSED UTILICORP/KCPL TRANSACTION AND TO HAVE ABSTAINED ON ALL OTHER MATTERS. THE BOARD OF DIRECTORS OF WESTERN RESOURCES, INC. RECOMMENDS A VOTE AGAINST PROPOSAL 1. 1. Approval of the issuance of shares of KCPL common stock no par value, pursuant to the Merger Agreement with UtiliCorp United Inc. ( ) AGAINST ( ) FOR ( ) ABSTAIN 2. Approval of Newco Stock Incentive Plan. ( ) AGAINST ( ) FOR ( ) ABSTAIN 4 3. Approval of Newco Management Incentive Compensation Plan. ( ) AGAINST ( ) FOR ( ) ABSTAIN In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournments, postponements, continuations or reschedulings thereof. IF YOU HAVE ANY QUESTIONS OR NEED ASSISTANCE, PLEASE CONTACT GEORGESON & COMPANY, INC. AT 1-800-223-2064. _______________ 1 Value 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. The projected annual dividend per KCPL shares 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. Value per KCPL share is based upon the NYSE closing prices of UtiliCorp and KCPL on July 31, 1996 and the exchange ratio set forth in the UtiliCorp/KCPL merger agreements. The projected annual dividend per KCPL share is based upon the stated intention of KCPL and UtiliCorp to recommend an annual dividend rate of $1.85 per KCPL share following consummation of the proposed UtiliCorp/KCPL transaction. 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. 5 [Western Resources Letterhead] August 1, 1996 Dear KCPL Shareowner: Because we believe that the enclosed information is extremely important to KCPL shareowners, we are sending it directly to you to eliminate any delays that you may experience in receiving it from your broker or bank. The KCPL special meeting is only a few days away. Remember: o If the UtiliCorp merger is approved, you stand to lose over $4.00 per share in value and up to 27% of your projected annual dividends.1 o Institutional Shareholder Services ("ISS"), the nation's leading voting advisory service, has recommended to its clients that they vote AGAINST the UtiliCorp merger, stating "Western's offer to merge with KCPL again remains superior in terms of price, dividend, and the financial strength of the combined companies." o Western Resources' rate case settlement with the Kansas Corporation Commission staff destroys KCPL management's last excuse for rejecting our offer. The agreement fully supports our $31 offer and projected post-merger dividend of $2.00-$2.35 per KCPL share,1 notwithstanding the desperate attempts by KCPL management to suggest otherwise. If you oppose the merger, but have not yet voted, you must return a proxy voting AGAINST to ensure your vote is represented. A failure to vote could leave you stuck with what we believe is an inferior transaction. Don't be pressured by KCPL. Remember, by restructuring their merger agreement, KCPL has taken away your legal right of appraisal to receive fair value for your shares. To protect your valuable KCPL investment, we urge you to return the GOLD proxy card today to your broker or bank. Since time is short, we have enclosed a prepaid Federal Express return envelope addressed to Georgeson & Company Inc. You may call Federal Express toll-free at 1-800-238-5355 to arrange for a pickup. Georgeson will deliver your proxy to your bank or broker on your behalf. 6 If you need any assistance in the last-minute voting of your shares, please call Georgeson & Company Inc., toll-free, at 1-800-223-2064. Sincerely, /s/ John Hayes _______________ 1 Value 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. The projected annual dividend per KCPL shares 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. Value per KCPL share is based upon the NYSE closing prices of UtiliCorp and KCPL on July 31, 1996 and the exchange ratio set forth in the UtiliCorp/KCPL merger agreements. The projected annual dividend per KCPL share is based upon the stated intention of KCPL and UtiliCorp to recommend an annual dividend rate of $1.85 per KCPL share following consummation of the proposed UtiliCorp/KCPL transaction. 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.