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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 analysts' quotes were released to reporters on June 18, 1996:
Analyst Quotes and References
"This is put-up-or-shut-up time, and Western Resources just put up . . . If
you want to clinch a deal, you have to make an offer that the other side can't
match."
Edward Tirello
NatWest Securities
Wichita Eagle, June 18, 1996
"From KCPL's point of view, it's going to be hard to convince shareholders why
they need to turn this offer down. It's clearly more competitive than what
UtiliCorp has on the table. I don't know if it makes a lot of sense" [for
UtiliCorp to sweeten its bid.]
Satyam Mallick
Duff & Phelps Credit Rating Co
Wall Street Journal, June 18, 1996
"This is a very generous offer. I think it will be difficult for the board to
reject the offer so quickly again."
Barry Abramson
Prudential Securities
New York Times, June 18, 1996
"It will put pressure on the Kansas City Power & Light and UtiliCorp group to
come up with something better. I just don't know if there's a whole lot on
the table for them to do."
Michael Worms
CS First Boston
Bloomberg News Wire, June 17, 1996
We believe that shareholders should vote against the UCU merger and therefore
for the WR merger.
Michael Worms
CS First Boston
Equity Research Report, June 18, 1996
"I would suspect that they (KCPL's board) would have to give this serious
consideration. It certainly is a generous price relative to what the merger
with UtiliCorp would be. I think they [Western Resources] will succeed.
Ray Moore
Dillon Reed
Topeka Capital-Journal, June 18, 1996
"The board of directors of Kansas City Power & Light have no choice but to sit
down and talk. I mean, this bid is $4 higher than the price of the stock."
Edward Tirello Jr.
NatWest Securities
Kansas City Star, June 18, 1996
"If you don't know what to do about it now, somebody should come and take the
checkbook out of your hands."
Dan Rudakas
Everen Securities
Wichita Eagle, June 18, 1996
"It will be tough for them to ignore, no question about it. It's a
significantly better offer."
Michael Worms
CS First Boston
Wichita Eagle, June 18, 1996
"The ball is definitely in UtiliCorp's court. This is enough of a premium
that (UtiliCorp) will have to come back with a very good offer or an excellent
rationale as to why the KCP&L shareholders should stick with them."
Dennis Hudson
George K. Baum & Co.
Kansas City Star, June 18, 1996
"[Although Kansas City Power would buy UtiliCorp,] it's still perceived as
UtiliCorp's deal. Their (UtiliCorp's) balance sheet is pretty wasted. Kansas
City Power and Light has a strong balance sheet."
Raymond Moore
Dillion Reed
Bloomberg Wire, June 17, 1996
"The Kansas City board has no option but to sit down and talk to (Wester).
Shareholders will bring lawsuits if they don't."
Edward Tirello
NatWest
Bloomberg Wire, June 17, 1996
Western Resources has filed exchange offer materials with the Securities and
Exchange Commission and intends to make its offer directly to shareholders of
KCPL as soon as its registration statement has been declared effective by the
Securities and Exchange Commission.
A registration statement relating to the Western Resources securities referred
to in these materials has been filed with the Securities and Exchange
Commission but has not yet become effective. Such securities may not be sold
nor may offers to buy be accepted prior to the time the registration statement
becomes effective. These materials shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of these
securities in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such state.
The following broker handout was released on June 17, 1996:
Top 10 Update on the Western Resources proposed offer for KCPL
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 of
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 lay-offs 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.
Western Resources has filed exchange offer materials with the Securities and
Exchange Commission and intends to make its offer directly to shareholders of
KCPL as soon as its registration statement has been declared effective by the
Securities and Exchange Commission.
A registration statement relating to the Western Resources securities referred
to in these materials has been filed with the Securities and Exchange
Commission but has not yet become effective. Such securities may not be sold
nor may offers to buy be accepted prior to the time the registration statement
becomes effective. These materials shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of these
securities in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such state.
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