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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 22, 1996
(May 20, 1996)
KANSAS CITY POWER & LIGHT COMPANY
(Exact name of registrant as specified in its charter)
1-707
(Commission file number)
MISSOURI 44-0308720
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1201 Walnut
Kansas City, Missouri 64106
(Address of principal executive offices)
(816) 556-2200
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
Amended and Restated Agreement and Plan of Merger
Kansas City Power & Light Company (KCPL) and UtiliCorp
United Inc. (UtiliCorp) have entered into an Amended and Restated
Agreement and Plan of Merger, dated as of May 20, 1996 (the
Merger Agreement) which provides for a strategic "merger-of-
equals" (the Transaction). Under the revised terms of the Merger
Agreement, a wholly-owned subsidiary of KCPL would merger with
and into UtiliCorp. UtiliCorp then would merge with and into
KCPL forming the combined company. Shareholders of UtiliCorp
would receive one share of KCPL common stock for each share of
UtiliCorp common stock. KCPL shareholders would continue to hold
their existing KCPL shares.
The Transaction requires a majority of voting KCPL
shareholders to approve the issuance of additional common stock.
The Transaction also requires an affirmative vote representing
over 50% of UtiliCorp's common stock. Each company is expected
to hold a special shareholders' meeting within 90 days to obtain
the respective shareholders' approval.
The Merger Agreement and Transaction was unanimously
approved by the Boards of Directors of both companies. The terms
of the Merger Agreement are substantially the same as the
previous merger agreement between the companies and is subject to
the same regulatory approval process.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibit
Number
99. Press Release, dated May 20, 1996, of Kansas City
Power & Light Company.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
KANSAS CITY POWER & LIGHT COMPANY
/s/Jeanie Sell Latz
Jeanie Sell Latz
Senior Vice President-Corporate Services
Date: May 22, 1996
Exhibit 99
FOR IMMEDIATE RELEASE
KCPL AND UTILICORP AMEND
TERMS OF MERGER AGREEMENT
May 22 Vote on Previous Accord Cancelled
KANSAS CITY, Missouri, May 20, 1996 -- Kansas City Power &
Light Company (NYSE: KLT) and UtiliCorp United Inc. (NYSE: UCU)
announced today that they have entered into an Amended and
Restated Agreement and Plan of Merger. Under the revised terms
of the merger, a new KCPL subsidiary would be created, and it
would be merged into UtiliCorp. UtiliCorp then would be merged
with KCPL to form the combined company. Shareholders of
UtiliCorp would receive one share in the merged company for each
UtiliCorp share held. KCPL shareholders would continue to hold
their existing KCPL shares. Other substantive terms of the
merger will remain the same. Previously, KCPL shareholders would
have received one share of stock in a new company for each share
held, while UtiliCorp shareholders would have received 1.096
shares for each share held.
The transaction is anticipated to be tax-free for both
UtiliCorp and KCPL shareholders and will be accounted for as a
pooling of interests. The revised merger agreement was
unanimously approved by the boards of directors of both
companies.
The merger of equals will create a diversified energy
company with total assets of approximately $6.4 billion and about
2.2 million customers in domestic and international markets.
The boards of KCPL and UtiliCorp recommend that the initial
annualized dividend upon completion of the merger be set at $1.85
per share. This compares to UtiliCorp's current dividend of
$1.76 per share and KCPL's current dividend of $1.56 per share.
Each company will continue its current dividend policy until
completion of the merger.
Drue Jennings, Chairman and Chief Executive Officer of KCPL,
said, "This revised agreement preserves the significant benefits
of the KCPL/UtiliCorp strategic merger for shareholders of both
companies. The merger combines the strengths of both companies
to form a diversified growth company, fully prepared to compete
effectively in the deregulated utility industry. The merger is a
friendly combination designed to distribute benefits equitably
between shareholders and customers. We are confident it will
receive all required regulatory approvals."
"As we have stated since our first announcement, we believe
that our merger will create a truly unique company with a winning
growth strategy for the future," said Richard C. Green, Jr.,
Chairman and Chief Executive Officer of UtiliCorp United. "Both
KCPL and UtiliCorp want the opportunity to make that happen.
Business is about choices. And, in order to facilitate this
merger, we have chosen another tack to ensure the delivery of
benefits and value to our key constituents."
Upon completion of the transaction, the board of the
combined company will consist of 18 members: nine from KCPL and
nine from UtiliCorp.
KCPL and UtiliCorp shareholders will vote on the proposed
transaction at separate special meetings expected to be held this
summer. The amended Merger Agreement requires an affirmative
vote by owners of a majority of the outstanding shares of
UtiliCorp. The Agreement also calls for KCPL to issue new shares
to complete the merger which will require, under New York Stock
Exchange rules, approval by owners of a majority of the KCPL
shares voting at a duly called meeting.
The companies do not expect any interruption in the
previously disclosed regulatory approval process. The two
companies plan in the near future to file revised proxy
soliciting materials pertaining to the amended merger with the
Securities and Exchange Commission.
As a result of the revised merger, both KCPL and UtiliCorp
have cancelled the shareholder votes on the original merger
proposal which were scheduled to be held at each company's annual
meeting on May 22, 1996. Both annual meetings will still be held
on May 22, 1996 to conduct all non-merger-related items of
business on the agenda.
Kansas City Power & Light Company provides electric power to
a growing and diversified service territory encompassing
metropolitan Kansas City and parts of eastern Kansas and western
Missouri. KCPL is a low-cost producer and leader in fuel
procurement and plant technology. KLT Inc., a wholly-owned
subsidiary of KCPL, pursues opportunities in non-regulated,
primarily energy-related ventures.
UtiliCorp United is an international electric and gas
company with energy customers and operations across the U.S. and
in Canada, Great Britain, New Zealand, Australia, and Jamaica.
In 1995, it launched EnergyOneSM, the first nationally branded
line of products and services for electric and gas utility
customers. UtiliCorp has grown rapidly over the past decade
through mergers and acquisitions and by starting non-regulated
energy-related businesses.
KCPL: MEDIA CONTACTS
Pam Levetzow -- 816-556-2926
Phyllis Desbien -- 816-556-2903
INVESTOR CONTACTS
David Myers -- 816-556-2312
Andrea Bielskar -- 816-556-2595
Joele Frank/Rhonda Barnat
Abernathy MacGregor Scanlon
212-371-5999
UtiliCorp: MEDIA CONTACTS
Jerry Cosley -- 816-467-3677
Sally McElwreath -- 816-467-3596
Media Relations -- 816-467-3000
INVESTOR CONTACTS
Dale Wolf -- 816-467-3536
Ellen Fairchild -- 816-467-3506
Michael Geczi
Ogilvy Adams & Rinehart
212-880-5200
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