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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 a 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, IF OTHER THAN THE REGISTRANT)
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:
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[LOGO] WESTERN RESOURCES/(R)/
[WESTERN RESOURCES (R) LOGO WITH A SHOOTING STAR IN THE BACKGROUND APPEARS
HERE]
June 17, 1996
John E. Hayes, Jr.
Chairman of the Board
and Chief Executive Officer
Dear KCPL Shareowner,
Today, Western Resources increased its offer to merge with Kansas City Power
& Light Company to $31 in Western Resources' common stock for each KCPL common
share that you own.
Our new offer was made after careful consideration of the compelling
benefits of a combination between KCPL and Western Resources to the
shareowners of both companies and to the customers, employees, and communities
that we serve. We believe our new offer will provide you with significantly
greater value for your KCPL investment than can be obtained through a
transaction with UtiliCorp.
The revised offer represents a 30 percent premium over the closing price of
KCPL common stock immediately prior to Western Resources' announcement of its
original offer and a 20 percent premium over the closing price of KCPL common
stock on June 14, 1996.
Upon completion of the merger you would receive:
.$31 of Western Resources common stock for each KCPL share that you own./1/
.Dividends of between $2.00 and $2.35 per KCPL share./2/
. Ownership in a larger and, we believe, financially stronger company with
prospects for significant earnings growth.
Enclosed is a copy of correspondence sent to KCPL earlier today, which
contains certain opinions and beliefs of Western Resources, as well as a
supplement to our previously distributed Proxy Statement. Please review them
carefully and sign, date, and return the new GOLD proxy card today to preserve
your right to consider the Western Resources offer. If you have any questions
regarding Western Resources' offer, I urge you to contact your broker, banker,
accountant or other financial advisor. Details and certain conditions of our
offer are contained in our Preliminary Prospectus and in the enclosed
supplement under the caption "Introduction".
We will mail you detailed information concerning our exchange offer as soon
as our registration statement is declared effective by the Securities and
Exchange Commission.
We appreciate your continued interest and are gratified by the significant
support received from KCPL shareowners, both large and small, which led to the
withdrawal of the original UtiliCorp merger proposal from KCPL's Annual
Meeting agenda. You are the owners of KCPL, whose future will be determined by
what you believe is in your financial best interest.
Thank you for your support.
Sincerely,
/s/ John Hayes
P.S. If you would like a copy of our annual report, please call us at 1-800-
544-0176 or access our web site at www.wstnres.com. KCPL shareholders also may
obtain complimentary copies of our Preliminary Prospectus, as filed with the
Securities and Exchange Commission, and our previously distributed Proxy
Statement, by calling us toll-free at the number listed above.
- -------
/1/ Assuming Western Resources' average share price is between $28.18 and
$33.23 at the time of the merger.
/2/ Based upon Western Resources' projected 1998 annual dividend of $2.14 per
share.
IMPORTANT VOTING INFORMATION
1. On May 20, 1996, KCPL and UtiliCorp restructured their proposed
transaction and cancelled the KCPL shareholder vote on their
original merger proposal. As a result of KCPL's actions, none of
your previous votes on the merger were counted. NOW, TO PROTECT
YOUR RIGHT TO CHOOSE WESTERN RESOURCES' OFFER, YOU MUST VOTE
AGAINST THE ISSUANCE OF KCPL SHARES NECESSARY TO EFFECT THE
PROPOSED UTILICORP/KCPL TRANSACTION. PLEASE SIGN, DATE AND RETURN
THE ENCLOSED GOLD PROXY CARD TODAY EVEN IF YOU PREVIOUSLY SENT IN
A BLUE OR WHITE CARD.
2. If your shares are held in your own name, please sign, date and
return the enclosed GOLD proxy card in the postage-paid envelope
provided with this letter. If your shares are held in the name of
a brokerage firm, bank or other institution, please sign, date and
return the GOLD proxy card to such brokerage firm, bank or other
institution in the envelope provided by that firm.
If you have any questions or require any assistance in voting your
shares, please call toll free:
GEORGESON
& COMPANY INC.
--------------
Wall Street Plaza
New York, New York 10005
1-800-223-2064
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 this letter 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. This letter 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 letter set forth below was sent by John E. Hayes, Jr., Chairman of the
Board and Chief Executive Officer of Western Resources, to A. Drue Jennings,
Chairman of the Board, Chief Executive Officer and President of KCPL, on June
17, 1996, and contains certain statements of opinion and belief.
LOGO Western Resources (R)
John E. Hayes, Jr.
Chairman of the Board
and Chief Executive Officer
June 17, 1996
Mr. A. Drue Jennings
Chairman of the Board, President and Chief Executive Officer
Kansas City Power & Light Company
1201 Walnut
Kansas City, MO 64141-9679
Dear Drue,
The Board of Directors of Western Resources feels so strongly about the
benefits of combining our companies that it has authorized me to make the
following revised merger offer:
. KCPL shareowners would receive $31 in Western Resources
common stock in exchange for each share of KCPL common stock.
The exchange ratio has a protective collar so that KCPL
shareowners will receive at least 0.933 and as much as 1.1
shares of Western Resources common stock for each share of
KCPL common stock.
. This new price represents a 30% PREMIUM over KCPL's closing
price on April 12, 1996, the last trading day prior to the
announcement of our original offer, and a 20% PREMIUM over
last Friday's closing price.
. Under this revised offer, following the merger KCPL
shareowners would receive a DIVIDEND of between $2.00 and
$2.35 per KCPL share based on Western Resources' projected
1998 annual dividend.
As I stated to you in my letter of April 14th, a combined KCPL/Western
Resources will be better positioned to lead the reshaping of the increasingly
competitive marketplace brought about by technology, customer and legislative
demands.
Our four-part business strategy consists of the following elements:
. a strong core utility business,
. a strong regional presence as a total energy provider,
. a branded national presence that will cause us to be among
the leading diversified energy and related services companies
in the U.S., and
. being a leader in the international energy business.
We will be able to create value because of our larger scale, expanded access
to future energy customers, and the complementary nature of our growing energy
and unregulated businesses.
This offer is, of course, contingent upon receipt of necessary approvals
from shareowners, regulatory and other governmental agencies, and the
availability of pooling of interest accounting. In addition, this offer is
expressly conditioned on KCPL's compliance with and termination of its
obligations under your Amended and Restated Agreement and Plan of Merger,
dated as of May 20, 1996.
Western Resources is prepared to negotiate a friendly transaction with KCPL
that will deliver superior value to your shareowners. Make no mistake,
however, if you again refuse to discuss our revised offer with us, we will
continue the pursuit of our offer by directly seeking the support of your
shareowners. Restructuring your deal is an obvious attempt to disenfranchise
your shareowners, raising one essential question . . . who really owns KCPL,
the management or the shareowners?
As I am sure you can appreciate, time is of the essence. Accordingly, we
would appreciate hearing from you as soon as practicable, and in any event, no
later than noon on Monday, June 24, 1996.
Sincerely,
/s/ John
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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 this letter 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. This letter 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.
SPECIAL MEETING OF SHAREHOLDERS
OF
KANSAS CITY POWER & LIGHT COMPANY
----------------
RELATING TO THE PROPOSED ISSUANCE OF
SHARES OF KCPL COMMON STOCK
WITH RESPECT TO THE PROPOSED UTILICORP TRANSACTION
----------------
PROXY STATEMENT SUPPLEMENT
OF
WESTERN RESOURCES, INC.
This Proxy Statement Supplement is furnished by Western Resources, Inc.
("Western Resources") in connection with its solicitation of proxies to be
voted at the special meeting of shareholders of Kansas City Power & Light
Company ("KCPL") and at any adjournments, postponements, continuations or
reschedulings thereof (the "Special Meeting"). It amends and supplements, and
should be read in conjunction with, the Proxy Statement of Western Resources,
dated May 3, 1996 (the "Proxy Statement"). This Proxy Statement Supplement is
first being mailed to KCPL Shareholders (as defined below) on or about June
17, 1996. KCPL has stated in its preliminary joint proxy statement with
UtiliCorp United Inc. ("UtiliCorp"), dated June 10, 1996 (including amendments
thereto, the "UtiliCorp/KCPL Preliminary Joint Proxy Statement"), that it
plans to schedule the Special Meeting. However, as of the date of this Proxy
Statement Supplement, KCPL has failed to set a date, time or place for such a
meeting.
As we have previously informed you, Western Resources has offered to merge
with KCPL. Because Western Resources believes that a KCPL/Western Resources
combination would be beneficial for holders of KCPL common stock ("KCPL
Shareholders"), as well as KCPL employees, customers and the communities it
serves, Western Resources announced its intention to commence an offer (the
"Offer") to exchange shares of common stock, par value $5.00 per share of
Western Resources (the "Western Resources Common Stock"), for each issued and
outstanding share of common stock, without par value, of KCPL (each, a
"Share").
ON JUNE 17, 1996, WESTERN RESOURCES ANNOUNCED THAT IT HAS INCREASED THE
VALUE OF ITS OFFER TO KCPL SHAREHOLDERS. PURSUANT TO THE IMPROVED OFFER, EACH
SHARE WILL BE EXCHANGED FOR $31.00 OF WESTERN RESOURCES COMMON STOCK, SUBJECT
TO CERTAIN LIMITATIONS AND CONDITIONS AS SET FORTH BELOW.
THE PURPOSE OF THE SOLICITATION MADE BY THIS PROXY STATEMENT SUPPLEMENT (THE
"PROXY SOLICITATION") IS TO ENABLE KCPL SHAREHOLDERS TO DECIDE FOR THEMSELVES
WHICH PROPOSAL IS FINANCIALLY SUPERIOR AND TO ACT ACCORDINGLY.
IF YOU WANT TO HAVE AN OPPORTUNITY TO ACCEPT THE WESTERN RESOURCES OFFER,
VOTE AGAINST THE ISSUANCE OF SHARES NECESSARY TO EFFECT THE PROPOSED
UTILICORP/KCPL TRANSACTION (AS DEFINED BELOW) BY SIGNING, DATING AND RETURNING
THE ENCLOSED GOLD PROXY CARD TODAY.
This Proxy Statement Supplement is neither a request for the tender of
Shares nor an offer with respect thereto. The Offer will be made only by means
of the Western Resources Final Prospectus (as defined below) and the related
Letter of Transmittal which will be separately mailed to KCPL Shareholders.
At the Special Meeting, KCPL Shareholders of record at the close of business
on the record date, which shall be determined by KCPL (the "Record Date"),
will be voting on whether to approve the issuance of up to a maximum of
54,000,000 Shares (or such other number of Shares as may be determined by the
KCPL board of directors prior to the Special Meeting) pursuant to the Amended
and Restated Agreement and Plan of Merger (the "Amended and Restated
UtiliCorp/KCPL Merger Agreement") among KCPL, KC Merger Sub, Inc. ("KC Merger
Sub"), UtiliCorp and KC United Corp. ("KC United"), dated as of January 19,
1996, as amended and restated as of May 20, 1996. In the event that KCPL shall
determine it necessary to issue either fewer or more than 54,000,000 Shares to
effect the Proposed UtiliCorp/KCPL Transaction, this Proxy Solicitation shall
be made with respect to the issuance of such number of Shares and Item 1 of
the enclosed proxy card shall be voted with respect to the issuance of such
number of Shares. Pursuant to the terms of the Amended and Restated
UtiliCorp/KCPL Merger Agreement, KC Merger Sub, a newly-created KCPL
subsidiary, would be merged with and into UtiliCorp and UtiliCorp would then
be merged with and into KCPL (the "Proposed UtiliCorp/KCPL Transaction").
Pursuant to the Amended and Restated UtiliCorp/KCPL Merger Agreement,
UtiliCorp shareholders would receive one Share in exchange for each share of
UtiliCorp common stock, par value $1.00 per share (the "UtiliCorp Common
Stock") held, while KCPL Shareholders would continue to hold their Shares.
REMEMBER, ANY PROXY CARD THAT YOU MAY HAVE SENT IN BEFORE MAY 22, 1996, IS
NO LONGER VALID. IN ORDER TO VOTE AGAINST THE ISSUANCE OF SHARES NECESSARY TO
EFFECT THE PROPOSED UTILICORP/KCPL TRANSACTION, YOU MUST SIGN, DATE AND MAIL
THE ENCLOSED GOLD PROXY CARD.
INTRODUCTION
On June 17, 1996, in a letter to Mr. A. Drue Jennings, Chairman of the
Board, President and Chief Executive Officer of KCPL, Western Resources
increased the value of its offer to merge with KCPL which it believes is
financially superior to the Proposed UtiliCorp/KCPL Transaction. Such offer
would provide KCPL Shareholders with $31.00 of Western Resources Common Stock
per Share in a negotiated merger between KCPL and Western Resources. Western
Resources has requested that the KCPL board of directors respond to the offer
by June 24, 1996. In the event that the KCPL board rejects the June 17 offer,
Western Resources intends to commence the Offer to exchange shares of Western
Resources Common Stock for each Share. Pursuant to the Offer, each Share will
be entitled to receive $31.00 of Western Resources Common Stock, approximately
$1.9 billion in total, subject to certain limitations as set forth below.
The number of shares of Western Resources Common Stock to be delivered per
Share pursuant to the Offer shall be equal to the quotient (rounded to the
nearest 1/100,000) determined by dividing $31.00 by the average of the high
and low sales prices (the "Western Resources Average Price") of Western
Resources Common Stock on the New York Stock Exchange (the "NYSE") for each of
the twenty consecutive trading days ending with the third trading day
immediately preceding the expiration of the Offer (the "Exchange Ratio"),
provided that the Exchange Ratio shall not be less than 0.933 nor greater than
1.100.
Pursuant to the Exchange Ratio, each Share would be exchanged for $31.00 of
Western Resources Common Stock if the Western Resources Average Price is
between $28.18 and $33.23. If the Western Resources Average Price is greater
than $33.23, each Share would be exchanged for more than $31.00 of Western
Resources Common Stock and, conversely, if the Western Resources Average Price
is less than $28.18, each Share would be exchanged for less than $31.00 of
Western Resources Common Stock.
Western Resources intends to acquire, as soon as practicable after
consummation of the Offer, the remaining Shares pursuant to a merger with KCPL
(the "Merger") in which each outstanding Share not acquired by Western
Resources pursuant to the Offer would be converted into the right to receive a
number of shares of Western Resources Common Stock equal to the Exchange
Ratio.
2
THIS PROXY STATEMENT SUPPLEMENT IS NEITHER A REQUEST FOR THE TENDER OF
SHARES NOR AN OFFER WITH RESPECT THERETO. THE OFFER IS MADE ONLY BY MEANS OF
THE FINAL PROSPECTUS OF WESTERN RESOURCES (THE "WESTERN RESOURCES FINAL
PROSPECTUS") AND THE RELATED LETTER OF TRANSMITTAL WHICH WILL BE SEPARATELY
MAILED TO KCPL SHAREHOLDERS.
Completion of the Offer and consummation of the Merger is subject to various
conditions. KCPL Shareholders should read the Western Resources Preliminary
Prospectus which was previously mailed by Western Resources to KCPL
Shareholders and which sets forth in detail the terms and conditions of the
Offer and the Merger. For a complete description of the conditions to and
material risks of the Offer, see the forepart of the Western Resources
Preliminary Prospectus as well as the following sections of such prospectus:
"Prospectus Summary," "The Offer--Certain Federal Income Tax Consequences" and
"The Offer--Conditions of the Offer." The conditions to the Offer include (i)
the valid tender to Western Resources of 90% of the Shares, (ii) approval of
the issuance of shares of Western Resources Common Stock and related
transactions by the shareholders of Western Resources, (iii) Western Resources
being satisfied, in its reasonable discretion, that the provisions of the
Missouri "control share acquisition statute" will not apply to Western
Resources or the transactions contemplated in the Western Resources Final
Prospectus, or that full voting rights for all Shares to be acquired by
Western Resources pursuant to the Offer have been approved by the shareholders
of KCPL pursuant to such statute, (iv) Western Resources being satisfied, in
its reasonable discretion, that the provisions of Missouri's "business
combination statute" will not prohibit for any period of time the consummation
of the Merger or any other business combination between Western Resources and
KCPL, (v) the shareholders of KCPL not having approved the issuance of Shares
necessary to effect the transactions contemplated by the Amended and Restated
UtiliCorp/KCPL Merger Agreement, (vi) all regulatory approvals required to
consummate the Offer and the Merger having been obtained and remaining in full
force and effect, all statutory waiting periods in respect thereof having
expired and no such approval containing any conditions or restrictions which
the Western Resources Board of Directors reasonably determines in good faith
will have or reasonably could be expected to have a material adverse effect on
Western Resources, KCPL and their respective subsidiaries taken as a whole,
(vii) the receipt by Western Resources of a letter from its independent public
accountants stating that the Merger will qualify as a pooling of interests
transaction, (viii) Western Resources being satisfied, in its reasonable
discretion, that it will be able to consummate the Merger as a "short-form"
merger under Missouri and Kansas law immediately after consummation of the
Offer, and (ix) all outstanding shares of KCPL Preferred Stock (as defined in
the Preliminary Prospectus) having been redeemed. If you would like to receive
a copy of the Western Resources Preliminary Prospectus and/or the Proxy
Statement you may do so by calling Georgeson & Company Inc. toll free at 1-
800-223-2064.
KCPL Shareholders would lose the benefits of the Offer if they approve the
issuance of Shares necessary to effect the Proposed UtiliCorp/KCPL
Transaction. Thus, Western Resources urges you to vote against the issuance of
Shares necessary to effect the Proposed UtiliCorp/KCPL Transaction in order to
preserve your opportunity to accept the Offer, which Western Resources
believes is financially superior to the Proposed UtiliCorp/KCPL Transaction.
If the KCPL Shareholders do not approve the issuance of Shares necessary to
effect the Proposed UtiliCorp/KCPL Transaction, Western Resources believes the
KCPL directors should at that point respect the vote of the KCPL Shareholders
and, in accordance with their fiduciary duties, consider the Offer and the
Merger in good faith in light of the circumstances then existing.
REASONS TO VOTE AGAINST THE PROPOSED UTILICORP/KCPL TRANSACTION
Set forth below are several reasons to vote AGAINST the issuance of Shares
necessary to effect the Proposed UtiliCorp/KCPL Transaction.
Western Resources believes that the Offer is financially superior for the
KCPL Shareholders to either KCPL remaining independent or KCPL completing the
Proposed UtiliCorp/KCPL Transaction. A summary description of the Proposed
UtiliCorp/KCPL Transaction appears under "Background of the Solicitation--The
Amended and Restated UtiliCorp/KCPL Merger Agreement."
3
Advantages of the Offer and the Merger, as compared to the Proposed
UtiliCorp/KCPL Transaction, include, among others:
. Each KCPL Shareholder would receive $31.00 of Western Resources Common
Stock (subject to the limitations described under the caption
"Introduction") in exchange for each Share they own. At the market close
on April 12, 1996 (the last trading day prior to the announcement of the
April 14 Offer (as defined below)), the Offer would provide a 30% premium
over the Share price on such date. Based on the closing price of Western
Resources Common Stock on June 14, 1996 (the last trading day before the
date of this Proxy Statement Supplement), the Offer would provide KCPL
Shareholders with $31.00 of Western Resources Common Stock per Share, a
20% premium to the closing Share price on June 14.
. An indicated current KCPL annual dividend rate of between $1.92 and $2.27
per Share, which would be approximately 23% to 46% higher than the
current KCPL annual dividend rate (based upon Western Resources' current
indicated annual dividend rate of $2.06 per share and representing an
equivalent per share amount based upon the current Exchange Ratio of the
Offer). Based on the closing price of Western Resources Common Stock on
June 14, 1996 (the last trading day before the date of this Proxy
Statement Supplement), the implied annual dividend rate per Share would
be $2.22, or 42% greater than the current KCPL annual dividend rate of
$1.56.
. A projected 1998 equivalent KCPL annual dividend rate of between $2.00
and $2.35 per Share, which would be approximately 8% to 27% higher than
the dividend which UtiliCorp and KCPL have stated that they intend to
recommend in 1998 if the Proposed UtiliCorp/KCPL Transaction is
consummated (based upon Western Resources' projected 1998 annual dividend
rate of $2.14 per share, representing an equivalent per share amount
based upon the current Exchange Ratio of the Offer). Based on the closing
price of Western Resources Common Stock on June 14, 1996 (the last
trading day before the date of this Proxy Statement Supplement), the 1998
projected annual dividend rate per Share would be $2.31, or 25% greater
than the 1998 UtiliCorp/KCPL "recommended" annual dividend rate of $1.85.
. A stronger financial partner in Western Resources, which has an A- bond
rating as compared to UtiliCorp's BBB rating. KCPL was placed on credit
watch with negative implications by Standard & Poor's Corporation ("S&P")
after the announcement of the Proposed UtiliCorp/KCPL Transaction due to
its proposed combination with a lower rated company. S&P also placed
Western Resources on credit watch with negative implications following
the announcement of its April 14 Offer. Western Resources believes that
such procedure by S&P is not unusual when a company makes an offer for
another company and does not indicate that Western Resources will be
downgraded.
. Based exclusively on public information relating to KCPL, Western
Resources has identified aggregate cost savings of more than $1 billion
during the first ten years following completion of the Merger, which is
64% greater than those estimated for the Proposed UtiliCorp/KCPL
Transaction. Because cost savings estimates are based upon certain
assumptions about the future, there can be no assurance that the cost
savings estimated by either Western Resources or UtiliCorp will be
realized in the amounts referred to herein and actual cost savings may be
more or less than those estimated.
. In connection with the combination of Western Resources and KCPL, Western
Resources has proposed an electric rate reduction of $28 million and
cumulative rate reductions of $280 million for KCPL retail electric
customers in the first ten years following consummation of the Merger,
including $20 million in annual rate reductions which KCPL has already
agreed to for its Missouri customers.
. No layoffs of any KCPL or Western Resources employees.
. The level of charitable giving in the greater Kansas City area from
Western Resources and KCPL will remain no less than the present combined
involvement for at least five years following the Merger.
One condition of the Offer is that either (i) the KCPL Shareholders have
voted on the issuance of Shares necessary to effect the Proposed
UtiliCorp/KCPL Transaction at a duly held meeting, and such issuance has not
been approved by all requisite votes or (ii) a KCPL Shareholder vote on such
issuance has not occurred and either a record date for such a vote is not in
effect or, if such a record date is in effect, Western Resources is
4
satisfied, in its reasonable discretion, that it will have full voting rights
as of such record date with respect to all Shares purchased by it pursuant to
the Offer. If the issuance of Shares necessary to effect the Proposed
UtiliCorp/KCPL Transaction has not been approved by KCPL Shareholders at the
Special Meeting, this condition will be satisfied. Western Resources does not
presently intend to acquire the Shares pursuant to the Offer unless this
condition has been satisfied. Thus, a vote against the issuance of Shares
necessary to effect the Proposed UtiliCorp/KCPL Transaction moves all KCPL
Shareholders closer to being able to benefit from the Offer.
A vote AGAINST the issuance of Shares necessary to effect the Proposed
UtiliCorp/KCPL Transaction sends a strong message to the KCPL directors that
you want to preserve your opportunity to accept the Offer, which Western
Resources believes is financially superior to the Proposed UtiliCorp/KCPL
Transaction.
YOU CAN TAKE THESE IMMEDIATE STEPS TO HELP OBTAIN THE MAXIMUM VALUE FOR YOUR
SHARES:
(1) RETURN YOUR GOLD PROXY CARD AGAINST THE ISSUANCE OF SHARES NECESSARY TO
EFFECT THE PROPOSED UTILICORP/KCPL TRANSACTION; AND
(2) MAKE YOUR VIEWS KNOWN TO THE KCPL DIRECTORS.
By taking these steps, you will give the KCPL directors a clear message that
they should take all necessary steps to remove all obstacles to the Offer,
which Western Resources believes is financially superior to the Proposed
UtiliCorp/KCPL Transaction.
Failure to vote against the issuance of Shares necessary to effect the
Proposed UtiliCorp/KCPL Transaction will not prevent you from tendering your
Shares in the Offer, and a vote against the issuance of Shares necessary to
effect the Proposed UtiliCorp/KCPL Transaction will not obligate you to tender
your Shares in the Offer. However, your vote against such issuance of Shares
will help preserve your opportunity to accept the Offer.
BACKGROUND OF THE SOLICITATION
RECENT DEVELOPMENTS
On May 20, 1996, two days before the KCPL annual meeting at which KCPL
Shareholders were to have the opportunity to vote on the approval and adoption
of the Agreement and Plan of Merger, dated as of January 19, 1996 (the
"Original Merger Agreement"), by and among KCPL, UtiliCorp and KC United Corp.
("KC United"), pursuant to which each of KCPL and UtiliCorp would have been
merged with and into KC United, with KC United being the surviving corporation
(the "Original UtiliCorp/KCPL Transaction"), KCPL and UtiliCorp announced that
they had entered into the Amended and Restated UtiliCorp/KCPL Merger
Agreement, which superseded the Original Merger Agreement. Pursuant to the
terms of the Amended and Restated UtiliCorp/KCPL Merger Agreement, a newly-
created KCPL subsidiary would be merged with and into UtiliCorp and UtiliCorp
would then be merged with and into KCPL. Pursuant to the Amended and Restated
UtiliCorp/KCPL Merger Agreement, UtiliCorp shareholders would receive one
Share in exchange for each share of UtiliCorp Common Stock held while KCPL
Shareholders would continue to hold their Shares.
Accordingly, on May 20, 1996, KCPL withdrew the Original Merger Agreement
from consideration at the May 22, 1996 KCPL annual meeting and announced that
KCPL Shareholders would vote on the issuance of Shares necessary to effect the
Proposed UtiliCorp/KCPL Transaction at a special meeting expected to be held
within 90 days from the date of such announcement. In such announcement, KCPL
stated that, pursuant to the Amended and Restated UtiliCorp/KCPL Merger
Agreement, the affirmative vote of a majority of the Shares present at a
meeting at which a majority of the outstanding Shares are represented is
required to approve the issuance of Shares necessary to effect the Proposed
UtiliCorp/KCPL Transaction. The ability of KCPL to effect the Proposed
UtilCorp/KCPL Transaction with a simple majority vote is the subject of
pending litigation. See "--Litigation."
5
On June 17, 1996, in a letter to Mr. Jennings, Western Resources proposed an
offer that it believes is financially superior to the Proposed UtiliCorp/KCPL
Transaction and which would provide KCPL Shareholders with $31.00 of Western
Resources Common Stock per Share in a negotiated merger between KCPL and
Western Resources. Western Resources has requested that the KCPL board of
directors respond to such offer by June 24, 1996. In the event that the KCPL
board rejects the June 17 offer, Western Resources will take all actions
necessary to commence the Offer to exchange Shares. Pursuant to the Offer,
each Share would be entitled to receive $31.00 of Western Resources Common
Stock, subject to certain limitations as set forth under the caption
"Introduction."
For further information regarding the Background of the Solicitation, see
the Western Resources Preliminary Prospectus under the captions "Prospectus
Summary--Background of the Offer" and "Background of the Offer."
LITIGATION
On May 20, 1996, KCPL filed a complaint in the United States District Court
for the Western District of Missouri against Robert L. Rives, a KCPL
Shareholder, and Western Resources. The complaint seeks, among other things,
(i) a declaration that Western Resources lacks standing to challenge the
Amended and Restated UtiliCorp/KCPL Merger Agreement, the events leading to
its adoption, or the Proposed UtiliCorp/KCPL Transaction, (ii) a declaration
that the Amended and Restated UtiliCorp/KCPL Merger Agreement was adopted in
accordance with Missouri law and that the Proposed UtiliCorp/KCPL Transaction
may be accomplished in accordance with Missouri law, and (iii) a declaration
that the directors, officers and agents of KCPL acted lawfully and in
compliance with all legal and equitable duties in connection with the
abandonment of the Original UtiliCorp/KCPL Merger Agreement and the adoption
of the Amended and Restated UtiliCorp/KCPL Merger Agreement and that the
Proposed UtiliCorp/KCPL Transaction is not and will not be void, voidable or
subject to injunction or recission.
On June 7, 1996, Western Resources filed an answer to KCPL's complaint as
well as a counterclaim seeking, among other things, (i) a dismissal of KCPL's
complaint with prejudice, (ii) a declaration that the Amended and Restated
UtiliCorp/KCPL Merger Agreement is a plan of merger or consolidation under the
MGBCL and, thus, requires the affirmative vote of the holders of at least two-
thirds of the outstanding Shares entitled to vote, (iii) a declaration that
KCPL, through its board of directors' actions, breached its fiduciary duties
to KCPL Shareholders by proceeding with a plan designed to consummate the
transactions contemplated by the Amended and Restated UtiliCorp/KCPL Merger
Agreement based on less than the required two-thirds KCPL Shareholder vote,
(iv) a preliminary and permanent injunction to enjoin KCPL from proceeding
with the Special Meeting until the Court determines the number of votes
necessary for the approval of the issuance of Shares necessary to effect the
transactions contemplated by the Amended and Restated UtiliCorp/KCPL Merger
Agreement and (v) a preliminary and permanent injunction to enjoin KCPL from
consummating the Proposed UtiliCorp/KCPL Transaction unless KCPL receives the
affirmative vote of the holders of at least two-thirds of the outstanding
Shares entitled to vote. On June 14, 1996, the court scheduled a preliminary
injunction hearing for July 25, 1996.
THE AMENDED AND RESTATED UTILICORP/KCPL MERGER AGREEMENT
Pursuant to the terms of the Amended and Restated UtiliCorp/KCPL Merger
Agreement, upon the necessary approval by the shareholders of KCPL and
UtiliCorp and upon the satisfaction or waiver of certain other conditions,
including obtaining the requisite regulatory approvals, KC Merger Sub would be
merged with and into UtiliCorp and UtiliCorp would then be merged with and
into KCPL. Pursuant to the Amended and Restated UtiliCorp/KCPL Merger
Agreement, UtiliCorp shareholders would receive one Share in exchange for each
share of UtiliCorp Common Stock held, while KCPL Shareholders would continue
to hold their Shares. The Proposed UtiliCorp/KCPL Transaction is subject to
certain conditions customary in transactions in the utility industry,
including among others that all regulatory and shareholder approvals be
obtained.
6
The rules of the NYSE, on which the Shares are listed, require shareholder
approval to issue shares of common stock in any transaction or a series of
related transactions if such common stock will have voting power equal to or
in excess of 20% of the voting power outstanding prior to the issuance of such
stock, or the number of shares of common stock to be issued will be equal to
or in excess of 20% of the number of shares of common stock outstanding prior
to the issuance of such stock. According to the Amended and Restated
UtiliCorp/KCPL Merger Agreement, the issuance of Shares necessary to effect
the Proposed UtiliCorp/KCPL Transaction requires the affirmative vote of a
majority of the Shares voted at the KCPL Special Meeting, provided that in
order for such approval to be effective, the total number of votes cast must
represent over 50% of all outstanding Shares entitled to vote as of the Record
Date. The ability of KCPL to effect the Proposed UtiliCorp/KCPL Transaction
with a simple majority vote is the subject of pending litigation. See "--
Litigation." In the event that the KCPL Shareholders do not approve the
issuance of Shares necessary to effect the Proposed UtiliCorp/KCPL
Transaction, Western Resources believes that the KCPL board of directors would
at that point respect the vote of the KCPL Shareholders and, in accordance
with their fiduciary duties, consider the Offer and the Merger in good faith
in light of the circumstances then existing.
If the issuance of Shares necessary to effect the Proposed UtiliCorp/KCPL
Transaction is not approved by the requisite vote of the KCPL Shareholders,
the Amended and Restated UtiliCorp/KCPL Merger Agreement will become
terminable at the option of either KCPL or UtiliCorp. According to the terms
of the Amended and Restated UtiliCorp/KCPL Merger Agreement, upon such
termination KCPL may be required to pay to UtiliCorp a termination fee in the
amount of $5 million. If, within two and one-half years of such termination,
Western Resources were to acquire at least a majority of the Shares (in the
Offer or otherwise) or Western Resources and KCPL were to enter into a
definitive agreement with respect to a transaction including, without
limitation, a tender or exchange offer, merger or other business combination,
then upon the closing of such acquisition of Shares or the signing of such
agreement, KCPL may be required to pay to UtiliCorp an additional $53 million
under the terms of the Amended and Restated UtiliCorp/KCPL Merger Agreement.
COMPARISON OF THE PROPOSALS
OFFER PREMIUM AND DIVIDEND IMPACT
Western Resources believes that the Offer is clearly financially superior to
the Proposed UtiliCorp/KCPL Transaction. The indicated annual dividend rate
for KCPL and the closing price per Share on April 12, 1996 (the last trading
day prior to the public announcement of Western Resources' original offer to
merge with KCPL (the "April 14 Offer")) were $1.56 and $23.875, respectively.
For the twenty trading days immediately preceding April 12, 1996, the average
closing price per Share was $24.956. The Offer provides a substantial premium
to KCPL Shareholders in relation to those levels, as shown by the following
table:
KCPL
OFFER SHARE PERCENT
PRICE PRICE DIFFERENTIAL*
------ ------- -------------
April 12, 1996 (the last trading day before
public
announcement of the April 14 Offer).......... $31.00 $23.875 30%
June 14, 1996 (the last trading day prior to
the date of this
Proxy Statement Supplement).................. $31.00 $25.875 20%
- --------
* Based on the closing price of Western Resources Common Stock and the Shares
on the indicated dates.
7
In addition, as shown by the following table, if it were consummated today,
the Offer would provide immediate dividend accretion to KCPL Shareholders,
compared to KCPL's current dividend.
WESTERN RESOURCES/ CURRENT
KCPL MERGER KCPL
IMPLIED ANNUAL ANNUAL
DIVIDEND RATE DIVIDEND PERCENT
PER KCPL SHARE* RATE DIFFERENTIAL*
------------------ -------- -------------
April 12, 1996 (the last trading
day before public
announcement of the April 14 Of-
fer)............................ $2.19 $1.56 27%
June 14, 1996 (the last trading
day prior to the date of
this Proxy Statement Supple-
ment)........................... $2.22 $1.56 42%
- --------
* Based on the current indicated annual dividend rate of $2.06 per share of
Western Resources Common Stock and the closing price of Western Resources
Common Stock and the Shares on the indicated dates. The implied annual
dividend rate is an equivalent per Share amount calculated by multiplying the
Western Resources current indicated annual dividend rate of $2.06 by the
applicable Exchange Ratio. The implied annual dividend rate per Share will
therefore vary depending on the price of Western Resources' Common Stock at
the time the Exchange Ratio is finally determined.
Based on Western Resources' current indicated annual dividend rate of $2.06
per share and the provisions of the collar, the indicated annual dividend rate
per Share would range from a minimum of $1.92 to a maximum of $2.27, or about
23% to 46% more than KCPL's current annual dividend.
The premium and dividend accretion to KCPL Shareholders will change as the
market price of Western Resources Common Stock changes.
Based on the projections of each of Western Resources and KCPL, the Offer
also provides greater projected 1998 equivalent dividends to KCPL Shareholders
than does the Proposed UtiliCorp/KCPL Transaction, as shown by the following
table:
WESTERN RESOURCES/ KCPL
KCPL MERGER PROJECTED
IMPLIED PROJECTED 1998
1998 ANNUAL ANNUAL
DIVIDEND RATE DIVIDEND PERCENT
PER KCPL SHARE** RATE DIFFERENTIAL**
------------------ --------- --------------
April 12, 1996 (the last trading
day before public
announcement of the April 14
Offer)......................... $2.28 $1.85 24%
June 14, 1996 (the last trading
day prior to the date of
this Proxy Statement Supple-
ment).......................... $2.31 $1.85 25%
- --------
** Based on the projected 1998 post-Merger annual dividend rate of $2.14 per
share of Western Resources Common Stock, the stated intention of KCPL and
UtiliCorp to recommend an annual dividend of $1.85 per Share following
consummation of the Proposed UtiliCorp/KCPL Transaction and the closing
price of Western Resources Common Stock and the Shares on the indicated
dates. The implied projected annual dividend rate per Share will vary
depending on the price of Western Resources Common Stock at the time the
Exchange Ratio is finally determined. Western Resources has paid dividends
every year since its formation in 1924 and dividends have been increased
every year since 1958 (except for 1975, in which the dividend remained
unchanged). Western Resources does not anticipate any significant change
with respect to its historical dividend practice as a result of the Merger.
However, the declaration of future dividends will depend upon future
earnings, the financial condition of Western Resources and other factors.
Western Resources' projection of its 1998 annual dividend is based upon
Western Resources' financial projections, the achievement of which is
subject to various factors beyond Western Resources' control. See the
Western Resources Preliminary Prospectus under the caption "Western
Resources Unaudited Forecasted Statement of Income" for further details
regarding the basis for and risks of Western Resources' projected financial
results following the Merger.
Based on Western Resources' projected 1998 annual dividend rate of $2.14 per
share and the provisions of the collar, the indicated projected 1998 annual
dividend rate per Share would range from a minimum of $2.00 to a maximum of
$2.35, or about 8% to 27% more than the UtiliCorp/KCPL "intention to
recommend" an annual dividend rate of $1.85.
8
REGULATORY PLAN
The allocation of the benefits and cost savings outlined above among the
shareholders of Western Resources and KCPL and their respective customers will
depend on the extent by which the rates of Western Resources and KCPL are
adjusted to reflect such benefits. Although no assurances can be given,
Western Resources anticipates that such adjustments will occur through
approval of a regulatory plan (the "Regulatory Plan") that Western Resources
has proposed in its applications to the State Corporation Commission of the
State of Kansas (the "KCC") and the Missouri Public Service Commission (the
"MPSC") seeking approval of the Offer and the Merger. The Regulatory Plan
includes the following components:
. A rate reduction of $28 million and cumulative rate reductions of $280
million for KCPL's retail electric customers in the first 10 years
following the Merger, including $20 million in annual rate reductions
which KCPL has already agreed to for its Missouri customers.
. A rate reduction of $10 million and cumulative rate reductions of $100
million for the retail electric customers of Kansas Gas and Electric
Company ("KGE") in the first ten years following the Merger.
. A five-year moratorium on electric rate increases for KCPL, KPL (as
defined below), and KGE retail customers.
The Regulatory Plan also includes Western Resources' current proposed rate
reduction for KGE which reduces retail electric rates by $8.7 million annually
beginning in August 1996, compounding to $60.9 million annually at the end of
seven years (the "KGE Rate Plan"). The KGE Rate Plan also provides for
acceleration of annual depreciation by $50 million for Wolf Creek (as defined
below) for each of the next seven years and reduces depreciation by $11
million for certain other electric utility assets to reflect a more
appropriate useful life for these properties. In addition, the Regulatory Plan
contemplates additional depreciation of Wolf Creek at the rate of $50 million
per year for five years after completion of the KGE Rate Plan and reduces
depreciation by $11 million for certain other KCPL electric utility assets to
reflect a more appropriate useful life for those properties. In non-binding
testimony filed on May 22, 1996, the staff of the KCC recommended annual rate
reductions for Western Resources of $105 million. Western Resources is
continuing to support its Regulatory Plan in opposition to the KCC staff's
proposal; however, there can be no assurance that the Regulatory Plan will be
implemented as described herein. In addition, Western Resources reserves the
right to propose changes to the Regulatory Plan, including changes resulting
from additional information about KCPL becoming available to Western
Resources. Western Resources does not anticipate that the KCC staff's rate
recommendation will be adopted as proposed. Therefore, it does not expect an
adverse effect on its plans to consummate the Offer and the Merger. However,
there can be no assurance that the KCC staff's recommendations will not be
adopted, or if adopted, will not have an adverse effect on Western Resources'
consummation of the Offer and the Merger.
Western Resources has proposed cumulative retail electric rate reductions of
$380 million for customers in the first ten years following completion of the
Merger. Such rate reductions are not dependent upon the amount of aggregate
cost savings achieved by Western Resources following the Merger. Western
Resources has asked the state regulatory commissions reviewing the Offer and
the Proposed UtiliCorp/KCPL Transaction to take into account the greater
customer benefits of the Offer when deciding between the applications for
approval. Such rate reductions are subject to the approval of the KCC and
MPSC. Western Resources believes that it will be able to obtain the necessary
regulatory approvals for the Offer and the proposed rate reductions on a
timely basis and in a time frame at least as favorable as that in which
UtiliCorp would be able to obtain the necessary approvals for the Proposed
UtiliCorp/KCPL Transaction. With the cooperation of KCPL, Western Resources
believes that the Offer and the Merger could be completed by the second
quarter of 1997; otherwise Western Resources believes the Offer and the Merger
could be completed by year-end 1997. In light of what Western Resources
believes to be the superior benefits and savings of the Offer, and the fact
that such benefits and savings impact the public interest with which
regulatory bodies are concerned, Western Resources believes that
9
regulatory bodies will take such benefits and savings into account when
deciding whether to approve the Offer or the Proposed UtiliCorp/KCPL
Transaction and does not believe the Proposed UtiliCorp/KCPL Transaction could
be completed prior to year-end 1997. Accordingly, Western Resources believes
that the Proposed UtiliCorp/KCPL Transaction offers no timing advantage over
the Offer. For a discussion of the regulatory conditions of the Offer and the
Merger, see "The Offer--Conditions of the Offer" in the Western Resources
Preliminary Prospectus.
MATERIAL CONTACTS BETWEEN KCPL AND WESTERN RESOURCES
KGE, a wholly owned subsidiary of Western Resources, and KCPL have joint
interests in the LaCygne Station (a coal-fired station consisting of two
generating units aggregating approximately 1,344 MW capacity) and the Wolf
Creek Generating Station ("Wolf Creek") (a nuclear powered generating station
of approximately 1,166 MW capacity). KGE and KCPL are joint owners of the Wolf
Creek Nuclear Operating Corporation ("WCNOC") which operates Wolf Creek.
Western Resources, KGE and KCPL are members of the MOKAN and Southwest Power
Pools and in the normal course of business make purchases and sales of power
to each other. KCPL leases a 345 kv transmission line from Wolf Creek to
LaCygne Station from KGE. Western Resources, KGE and KCPL from time to time in
the normal course of business enter into agreements or arrangements with
respect to their business operations.
WESTERN RESOURCES
Western Resources and its divisions and wholly owned subsidiaries include
KPL, a rate-regulated electric and gas division of Western Resources ("KPL"),
KGE, a rate-regulated utility and wholly owned subsidiary of Western
Resources, Westar Capital, Inc., Westar Consumer Services, Inc., Westar
Business Services, Inc., and The Wing Group, Inc., non-utility subsidiaries,
and Mid Continent Market Center, Inc., a regulated gas transmission service
provider. KGE owns 47% of WCNOC, the operating company for Wolf Creek.
Western Resources is engaged principally in the production, purchase,
transmission, distribution and sale of electricity and the delivery and sale
of natural gas. Western Resources serves approximately 601,000 electric
customers in eastern and central Kansas and approximately 648,000 natural gas
customers in Kansas and northeastern Oklahoma. Western Resources' non-utility
subsidiaries market natural gas primarily to large commercial and industrial
customers, provide electronic security services, engage in international large
power project development and provide other energy-related products and
services.
Western Resources owns 30,800,000 common shares, par value $.10 per share
(the "ADT Shares") of ADT Limited, a corporation organized under the laws of
Bermuda ("ADT") representing 23.9% of the ADT Shares and as such applies the
equity method of accounting. Western Resources holds through a subsidiary the
ADT Shares for investment purposes and continually reviews its investment in
ADT and, based on its evaluation of market conditions, applicable regulatory
requirements, ADT's business prospects and future developments, it may from
time to time determine to increase or decrease its equity position in ADT.
Western Resources was incorporated under the laws of the State of Kansas in
1924. Western Resources' corporate headquarters is located at 818 Kansas
Avenue, Topeka, Kansas 66612 and its telephone number is (913) 575-6300.
Western Resources is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information
with the Securities and Exchange Commission. Reports, proxy statements and
other information filed by Western Resources with the Commission may be
inspected and copied at the public reference facilities maintained by the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549 and at the public reference facilities in the Commission's Regional
Offices at Seven World Trade Center, 13th Floor, New York, New York 10048 and
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
10
60661. Copies of information may be obtained from the Public Reference Section
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. The Western Resources Common Stock is listed and traded on
the NYSE. Reports, proxy statements and other information filed by Western
Resources and KCPL with the Commission may be inspected at the offices of the
NYSE, 20 Broad Street, New York, New York 10005.
Certain information concerning the directors and executive officers of
Western Resources and other representatives of Western Resources who may
solicit proxies from KCPL Shareholders is set forth in Annex A hereto. Certain
information concerning the Shares held by the persons described in the
preceding sentence and by Western Resources, and certain transactions between
any of them and KCPL, is set forth in Annex B hereto.
VOTING OF PROXY CARDS
GENERAL
Only KCPL Shareholders of record on the Record Date are eligible to submit a
proxy. Therefore, any KCPL Shareholder owning Shares held in the name of a
brokerage firm, bank, or other institution should sign, date and return the
GOLD proxy card to such brokerage firm, bank or other institution in the
envelope provided by that firm. The accompanying GOLD proxy card will be voted
in accordance with the KCPL Shareholder's instructions on such GOLD proxy
card.
PROXIES FOR THE ORIGINAL UTILICORP/KCPL TRANSACTION
On May 20, 1996, KCPL announced that the Original Merger Agreement would not
be voted on at the May 22, 1996 KCPL annual meeting. As of the date of this
Proxy Statement Supplement, KCPL has failed to announce the date of either the
Special Meeting or the Record Date. Any proxies with respect to the May 22
KCPL annual meeting are no longer valid. IN ORDER FOR YOUR SHARES TO BE
REPRESENTED AT THE SPECIAL MEETING, YOU MUST COMPLETE AND RETURN A NEW PROXY
CARD.
REVOCATION OF PROXIES
An executed proxy may be revoked at any time prior to its exercise by
submitting another proxy with a later date, by appearing in person at the
Special Meeting and voting or by sending a written, signed, dated revocation
which clearly identifies the proxy being revoked to either (a) Western
Resources in care of Georgeson & Company Inc., Wall Street Plaza, New York,
New York 10005, or (b) the principal executive offices of KCPL at 1201 Walnut,
Kansas City, Missouri 64106-2124. A revocation may be in any written form
validly signed by the record holder as long as it clearly states that the
proxy previously given is no longer effective. Western Resources requests that
a copy of any revocation sent to KCPL also be sent to Western Resources in
care of Georgeson & Company Inc. at the above address.
MATTERS TO BE VOTED ON AT THE SPECIAL MEETING
Issuance of Shares Necessary to Effect the Proposed UtiliCorp/KCPL Transaction
KCPL Shareholders (i) may vote against the issuance of Shares necessary to
effect the Proposed UtiliCorp/KCPL Transaction or (ii) may withhold their vote
or (iii) may vote for such issuance of Shares by marking the proper box on the
GOLD proxy card and signing, dating and returning it promptly in the enclosed
postage-paid envelope. If a KCPL Shareholder returns a GOLD proxy card that is
signed, dated and not marked, that KCPL Shareholder will be deemed to have
voted against the issuance of Shares necessary to effect the Proposed
UtiliCorp/KCPL Transaction.
The rules of the NYSE, on which the Shares are listed, require shareholders
approval to issue shares of common stock in any transaction or a series of
related transactions if such common stock will have voting power
11
equal to or in excess of 20% of the voting power outstanding prior to the
issuance of such stock, or the number of shares of common stock to be issued
will be equal to or in excess of 20% of the number of shares of common stock
outstanding prior to the issuance of such stock. According to the Amended and
Restated UtiliCorp/KCPL Merger Agreement, the affirmative vote of a majority
of the Shares present at a meeting at which a majority of the outstanding
Shares are represented is required to approve the issuance of Shares necessary
to effect the Proposed UtiliCorp/KCPL Transaction. Abstentions and broker non-
votes will be disregarded and will have no effect on the vote.
KCPL Shareholders should read the information in "Background of the
Solicitation--Litigation" for a discussion of the two-thirds vote requirement
under Missouri law which Western Resources asserts is required for KCPL
Shareholders to approve the Amended and Restated UtiliCorp/KCPL Merger
Agreement and the Proposed UtiliCorp/KCPL Transaction.
WESTERN RESOURCES URGES YOU TO VOTE AGAINST THE ISSUANCE OF SHARES NECESSARY
TO EFFECT THE PROPOSED UTILICORP/KCPL TRANSACTION TO PRESERVE YOUR OPPORTUNITY
TO ACCEPT THE WESTERN RESOURCES OFFER, WHICH WESTERN RESOURCES BELIEVES IS
FINANCIALLY SUPERIOR TO THE PROPOSED UTILICORP/KCPL TRANSACTION. PLEASE SIGN,
DATE AND RETURN THE ENCLOSED GOLD PROXY CARD TODAY.
Approval of Other Proposals to be Considered at the Special Meeting
As set forth in the UtiliCorp/KCPL Preliminary Joint Proxy Statement, at the
Special Meeting, KCPL Shareholders will be asked to approve (in addition to
the issuance of Shares necessary to effect the transactions contemplated by
the Amended and Restated UtiliCorp/KCPL Merger Agreement) (i) the "Newco Stock
Incentive Plan" (as defined in the UtiliCorp/KCPL Preliminary Joint Proxy
Statement) and (ii) the "Newco Management Incentive Compensation Plan" (as
defined in the UtiliCorp/KCPL Preliminary Joint Proxy Statement)
(collectively, the "Other Proposals"). Western Resources is not making any
recommendations on the Other Proposals.
The accompanying GOLD proxy card will be voted in accordance with your
instructions on such card. You may vote for approval of one or all of the
Other Proposals, or vote against, or abstain from voting on, the approval of
each Other Proposal, by marking the proper box on the GOLD proxy card. IF NO
MARKING IS MADE, YOU WILL BE DEEMED TO HAVE GIVEN A DIRECTION TO ABSTAIN FROM
VOTING THE SHARES REPRESENTED BY THE GOLD PROXY CARD WITH RESPECT TO THE
APPROVAL OF ANY OF THE OTHER PROPOSALS.
Other Proposals
EXCEPT AS SET FORTH ABOVE, WESTERN RESOURCES IS NOT AWARE OF ANY PROPOSALS
TO BE BROUGHT BEFORE THE SPECIAL MEETING. SHOULD OTHER PROPOSALS BE BROUGHT
BEFORE THE SPECIAL MEETING, THE PERSONS NAMED ON THE GOLD PROXY CARD WILL
ABSTAIN FROM VOTING ON SUCH PROPOSALS UNLESS SUCH PROPOSALS ADVERSELY AFFECT
THE INTERESTS OF WESTERN RESOURCES AS DETERMINED BY WESTERN RESOURCES IN ITS
SOLE DISCRETION, IN WHICH EVENT SUCH PERSONS WILL VOTE ON SUCH PROPOSALS AT
THEIR DISCRETION.
DISSENTERS' RIGHTS
The Original Merger Agreement provided that each holder of Shares who
dissented from the Original UtiliCorp/KCPL Transaction would have had the
right to have the fair value of such Shares appraised by judicial
determination and paid in cash, subject to certain procedural requirements.
KCPL's decision to supersede the Original Merger Agreement with the Amended
and Restated UtiliCorp/KCPL Merger Agreement effectively
12
eliminated such rights. According to the Amended and Restated UtiliCorp/KCPL
Merger Agreement, KCPL Shareholders do not have any dissenters' rights with
respect to the Proposed UtiliCorp/KCPL Transaction or the KCPL Shareholder
vote thereon.
OWNERSHIP OF SHARES
According to (i) the KCPL Quarterly Report on Form 10-Q for the period
ending March 31, 1996, as of May 3, 1996, 61,902,083 Shares were outstanding
(KCPL has not publicly disclosed the number of outstanding Shares on the
Record Date as such date has not yet been determined) and (ii) the Amended and
Restated UtiliCorp/KCPL Merger Agreement, the issuance of Shares necessary to
effect the Proposed UtiliCorp/KCPL Transaction must be approved by a majority
of the Shares voted at the Special Meeting (provided that in order for such
approval to be effective the total number of votes cast must represent over
50% of all outstanding Shares entitled to vote as of the Record Date). The
ability of KCPL to effect the Proposed UtiliCorp/KCPL Transaction with a
simple majority vote is the subject of pending litigation. See "Background of
the Solicitation--Litigation."
According to the UtiliCorp/KCPL Preliminary Joint Proxy Statement, proposals
of KCPL Shareholders intended to be presented at the 1997 annual meeting of
KCPL Shareholders must be received at KCPL's Corporate Secretary's Office on
or before December 9, 1996 for consideration for inclusion in the proxy
statement and form of proxy relating to that meeting.
For information relating to the ownership of Shares by the current directors
and executive officers of KCPL, see Annex C hereto. According to KCPL's
definitive proxy statement on Schedule 14A, dated April 4, 1996 (the "KCPL
Proxy Statement"), which is incorporated by reference in the UtiliCorp/KCPL
Preliminary Joint Proxy Statement, management of KCPL has no knowledge of any
person who owns beneficially more than 5% of the Shares.
The information concerning KCPL and the Proposed UtiliCorp/KCPL Transaction
contained in this Proxy Statement Supplement (including Annex C hereto) has
been taken from or is based upon documents and records on file with the
Commission and other publicly available information. Western Resources has no
knowledge that would indicate that statements relating to KCPL contained in
this Proxy Statement Supplement in reliance upon publicly available
information are inaccurate or incomplete. Western Resources, however, has not
been given access to the books and records of KCPL, was not involved in the
preparation of such information and statements, and is not in a position to
verify, or make any representation with respect to the accuracy of, any such
information or statements.
The UtiliCorp/KCPL Preliminary Joint Proxy Statement and the KCPL Proxy
Statement contain additional information concerning the Shares, beneficial
ownership of the Shares by, and other information concerning, KCPL's directors
and officers, compensation paid to executive officers, and the principal
holders of Shares.
SOLICITATION OF PROXIES
Proxies will be solicited by mail, telephone, telegraph, telex, telecopier
and advertisement and in person. Solicitation may be made by directors,
executive officers and other representatives of Western Resources. See Annex A
hereto for a listing of such persons.
The entire expense of Western Resources' solicitation of proxies for the
Special Meeting is being borne by Western Resources. Western Resources has
retained Georgeson & Company Inc. ("Georgeson") to assist and to provide
advisory services in connection with this Proxy Solicitation for which
Georgeson will be paid a customary fee of $250,000 and will be reimbursed for
reasonable out-of-pocket expenses. Western Resources will indemnify Georgeson
against certain liabilities and expenses in connection with the Proxy
Solicitation, including liabilities under the federal securities law.
13
Banks, brokerage houses and other custodians, nominees and fiduciaries will
be requested to forward the solicitation materials to the beneficial owners of
Shares for which they hold of record, and Western Resources will reimburse
them for their reasonable out-of-pocket expenses.
Pursuant to a letter agreement dated September 5, 1995, as amended (the
"Letter Agreement"), Salomon Brothers Inc ("Salomon") is providing certain
financial advisory services to Western Resources in connection with the Offer,
including, among other things, the Proxy Solicitation. Under the Letter
Agreement, Western Resources has agreed to pay Salomon for its financial
advisory services (including services as Dealer Manager) in connection with
the Offer a financial advisory fee of (i) $400,000 upon execution of the
Letter Agreement, (ii) $500,000 upon public announcement of the Offer, and
(iii) up to an additional $6,000,000 (less amounts paid or payable described
in (ii) above) upon Western Resources' acquisition of more than 20% of the
outstanding Shares of KCPL or upon the consummation of the Merger. Western
Resources has also agreed to reimburse Salomon for its reasonable out-of-
pocket expenses, including the fees and expenses of its legal counsel incurred
in connection with its engagement, and has agreed to indemnify each of Salomon
and certain related persons and entities against certain liabilities and
expenses in connection with Salomon's engagement, including certain
liabilities under the federal securities laws. In connection with Salomon's
engagement as financial advisor, Western Resources anticipates that certain
employees of Salomon may communicate in person, by telephone or otherwise with
a limited number of institutions, brokers or other persons who are KCPL
Shareholders for the purpose of assisting in the Proxy Solicitation. Salomon
will not receive any fee for or in connection with such solicitation
activities by its employees apart from the fees it is otherwise entitled to
receive as described above.
In addition to the fees to be received by Salomon in connection with its
engagement as financial advisor to Western Resources, Salomon has in the past
rendered various investment banking and financial advisory services for
Western Resources for which it has received customary compensation. The
expenses related to the Proxy Solicitation will be borne by Western Resources.
Western Resources does not intend to seek reimbursement of its expenses
related to the Proxy Solicitation from KCPL whether or not the Proxy
Solicitation is successful.
If you have any questions concerning this Proxy Solicitation or the
procedures to be followed to execute and deliver a proxy, please contact
Georgeson & Company Inc. at the address or phone number specified below.
YOUR PROXY AND PROMPT ACTION ARE IMPORTANT. YOU ARE URGED TO GRANT YOUR
PROXY BY SIGNING, DATING AND RETURNING THE ENCLOSED GOLD PROXY CARD TODAY.
Western Resources, Inc.
June 17, 1996
GEORGESON
& COMPANY INC.
--------------
WALL STREET PLAZA
NEW YORK, NEW YORK 10005
1-800-223-2064
14
ANNEX A
INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS
OF WESTERN RESOURCES AND OTHER REPRESENTATIVES OF
WESTERN RESOURCES WHO MAY SOLICIT PROXIES
The following tables set forth the name, business address and the present
principal occupation or employment, and the name, principal business and
address of any corporation or other organization in which such employment is
carried on, of the directors and executive officers of Western Resources and
other representatives of Western Resources who may solicit proxies from KCPL
Shareholders.
DIRECTORS AND EXECUTIVE OFFICERS OF WESTERN RESOURCES
PRESENT POSITION WITH WESTERN RESOURCES OR OTHER
NAME AND BUSINESS ADDRESS PRINCIPAL OCCUPATION OR EMPLOYMENT
--------------------------- --------------------------------------------------
Frank J. Becker.......... Director, Western Resources, President, Becker
Becker Investments, Inc. Investments, Inc.,
4840 W. 15th, Suite 1011 El Dorado, Kansas.
Lawrence, KS 66049-3862
Gene A. Budig............ Director, Western Resources; President, American
American League League of Professional Baseball Clubs, New York,
of Professional New York.
Baseball Clubs
350 Park Avenue
New York, NY 10022
Charles Q. Chandler...... Director, Western Resources; Chairman of the
INTRUST Bank Board, INTRUST Financial Corporation, Wichita,
105 N. Main Street Kansas.
Wichita, KS 67202
Thomas R. Clevenger...... Director, Western Resources; Investments, Wichita,
818 Kansas Avenue Kansas.
Topeka, KS 66612
Jerry D. Courington...... Controller, Western Resources.
Western Resources, Inc.
818 Kansas Avenue
Topeka, KS 66612
John C. Dicus............ Director, Western Resources, Chairman of the Board
Capitol Federal Savings and Chief Executive Officer, Capitol Federal
700 Kansas Avenue Savings and Loan Association, Topeka, Kansas.
Topeka, KS 66603
John E. Hayes, Jr........ Director, Chairman of the Board and Chief
Western Resources, Inc. Executive Officer, Western Resources.
818 Kansas Avenue
Topeka, KS 66612
David H. Hughes.......... Director, Western Resources; Retired Vice
Western Resources, Inc. Chairman, Hallmark Cards, Inc., Kansas City,
818 Kansas Avenue Missouri.
Topeka, KS 66612
A-1
PRESENT POSITION WITH WESTERN RESOURCES OR OTHER
NAME AND BUSINESS ADDRESS PRINCIPAL OCCUPATION OR EMPLOYMENT
--------------------------- -------------------------------------------------
Steven L. Kitchen......... Executive Vice President and Chief Financial
Western Resources, Inc. Officer, Western Resources.
818 Kansas Avenue
Topeka, KS 66612
Carl M. Koupal, Jr........ Executive Vice President and Chief Administrative
Western Resources, Inc. Officer, Western Resources.
818 Kansas Avenue
Topeka, KS 66612
Russell W. Meyer, Jr...... Director, Western Resources; Chairman and Chief
Cessna Aircraft Company Executive Officer, Cessna Aircraft Company,
One Cessna Blvd. Wichita, Kansas.
Wichita, KS 67215
John H. Robinson.......... Director, Western Resources; Chairman Emeritus,
Black & Veatch Black & Veatch, Kansas City, Missouri.
8400 Ward Parkway
Kansas City, MO 64114
John K. Rosenberg......... Executive Vice President and General Counsel of
Western Resources, Inc. Western Resources.
818 Kansas Avenue
Topeka, KS 66612
Louis W. Smith............ Director, Western Resources; President and Chief
Ewing Marion Kauffman Operating Officer, Ewing Marion Kauffman
Foundation Foundation.
4900 Oak Street
Kansas City, MO 64112-
2776
Susan M. Stanton.......... Director, Western Resources; President and Chief
Payless Cashways, Inc. Operating Officer, Payless Cashways, Inc., Kansas
2300 Main Street City, Missouri.
Kansas City, MO 64108
Kenneth J. Wagnon......... Director, Western Resources; President, Capital
Capital Enterprises, Inc. Enterprises, Inc.,
300 N. Main, Suite 201 Wichita, Kansas.
Wichita, KS 67202
David C. Wittig........... Director, President, Western Resources.
Western Resources, Inc.
818 Kansas Avenue
Topeka, KS 66612
A-2
OTHER REPRESENTATIVES OF WESTERN RESOURCES WHO MAY SOLICIT PROXIES
NAME AND BUSINESS ADDRESS
(UNLESS OTHERWISE INDICATED, THE BUSINESS ADDRESS IS
WESTERN RESOURCES, INC., 818 KANSAS AVENUE, PRESENT POSITION WITH WESTERN RESOURCES OR OTHER
TOPEKA, KS 66612) PRINCIPAL OCCUPATION OR EMPLOYMENT
---------------------------------------------------- ------------------------------------------------
Bruce A. Akin..................... Manager, Planning and Analysis.
Donald W. Bartling................ General Manager, KPL Customer Action Center.
Annette M. Beck................... Director, Strategic Planning/R&D.
Robin D. Brown.................... Shareholder Services Representative.
Fred M. Bryan..................... President, KPL.
Bruce R. Burns.................... Manager, Shareholder Services.
James T. Clark.................... Vice President, Management Information Systems and
Telecommunications
Michael D. Clark.................. Controller, Westar Business Services, Inc.
C. Bob Cline...................... President, Westar Capital, Inc.
Gay V. Crawford................... Financial Communications Specialist.
Carde E. Deason................... Director, Ad Valorem Tax.
Roderick S. Donovan............... Vice President, Westar Business Services, Inc.
William G. Eliason................ Vice President, Gas Service.
Michael L. Faler.................. General Manager, KPL Community Relations.
Lori A. Finney.................... Director, Developmental Analysis.
Kelly D. Foley.................... Shareholder Services System Administrator.
Catherine A. Forbes............... Director, Advertising and Promotions.
Shari L. Gentry................... Shareholder Services Assistant. Database
Duane D. Goertz................... Administrator.
Greg A. Greenwood................. Financial Analyst.
Thomas L. Grennan................. Vice President, Generation Services.
Richard M. Haden.................. Executive Vice President, Field Services.
Kelly B. Harrison................. Director, Revenue and Forecasting.
Douglas J. Henry.................. Director, Wichita Operations.
Clyde R. Hill..................... Director, Data & Voice Networks.
Anita J. Hunt..................... Director, Internal Audit.
Norman E. Jackson................. Executive Vice President, Electric Transmission and Engineering
Services.
Hal L. Jensen..................... Vice President, Westar Security Services, Inc.
Wayne Kitchen..................... Director, Environmental Services & Industrial Hygiene.
Robert J. Knott................... Financial Analyst.
Richard D. Kready................. Director, Investor Relations.
James J. Ludwig................... Executive Director, Regulatory Affairs.
James A. Martin................... Vice President, Finance.
Ira W. McKee, Jr.................. Executive Director, Human Resources & Benefits.
Hans E. Mertens................... Vice President, Electric Transmission Services.
Steven A. Millstein............... President, Westar Consumer Service, Inc.
Westar Consumer Services, Inc.
818 Kansas Avenue
Topeka, KS 66612
A-3
NAME AND BUSINESS ADDRESS
(UNLESS OTHERWISE INDICATED, THE BUSINESS ADDRESS IS
WESTERN RESOURCES, INC., 818 KANSAS AVENUE, PRESENT POSITION WITH WESTERN RESOURCES OR OTHER
TOPEKA, KS 66612) PRINCIPAL OCCUPATION OR EMPLOYMENT
---------------------------------------------------- ------------------------------------------------
William B. Moore................ Chairman of the Board and President,
Kansas Gas and Electric Company KGE.
120 East First Street
Wichita, KS 67201
David R. Phelps................. Director, Coal-Fired Power Plants.
Michel' J. Philipp.............. Director, Corporate Communications.
Marcus J. Ramirez............... Drug Program Coordinator.
Susan K. Reese.................. Shareholder Services Coordinator.
Carl A. Ricketts................ Vice President, Labor.
Robert L. Rives................. Retired Executive Vice President.
557 N. Rutland Road
Wichita, KS 67206
David E. Roth................... Vice President, Human Resources.
Mark A. Ruelle.................. Vice President, Corporate Development.
Edward H. Schaub................ Vice President, Government Affairs.
Denise A. Schumaker............. Financial Analyst.
Glen A. Scott, Jr. ............. Executive Director, Customer Relations.
Rita A. Sharpe.................. Vice President, Westar Business Services, Inc.
Thomas E. Shea.................. Treasurer.
Rechell L. Smith................ Shareholder Services Representative.
Carolyn A. Starkey.............. Financial Analyst.
Richard D. Terrill.............. Corporate Secretary.
C.W. Underkofler................ Director of Economic Development.
Leroy P. Wages.................. Assistant Controller.
Lisa A. Walsh................... Director, Consumer Products.
Don W. Whitlock................. Director, Financial Services.
Judith A. Wilt.................. Shareholder Services Representative.
James N. Wishart................ Director, Gas-Fired Plants.
Gregory M. Wright............... Director Sales, Westar Business Services, Inc.
Kenneth T. Wymore............... President, Westar Business Services, Inc.
Salomon Brothers Inc
Gregg S. Polle.................. Managing Director, Salomon Brothers Inc
Salomon Brothers Inc
7 World Trade Center
New York, NY 10048
Arther H. Tildesley, Jr. ....... Director, Salomon Brothers Inc
Salomon Brothers Inc
7 World Trade Center
New York, NY 10048
Terence G. Kawaja............... Vice President, Salomon Brothers Inc
Salomon Brothers Inc
7 World Trade Center
New York, NY 10048
Anthony R. Whittemore........... Associate, Salomon Brothers Inc
Salomon Brothers Inc
7 World Trade Center
New York, NY 10048
A-4
ANNEX B
SHARES HELD BY WESTERN RESOURCES, ITS DIRECTORS AND EXECUTIVE OFFICERS AND
CERTAIN EMPLOYEES AND OTHER REPRESENTATIVES OF WESTERN RESOURCES WHO MAY ALSO
SOLICIT PROXIES, AND CERTAIN TRANSACTIONS
BETWEEN ANY OF THEM AND KCPL
As of the date of this Proxy Statement Supplement, Western Resources has no
security holdings in KCPL. Western Resources director Susan M. Stanton serves
as co-trustee of two trusts, which beneficially own 7,900 shares of KCPL
Common Stock. No trading activity has occurred with respect to any of such
stock during the last two years.
Robert L. Rives, a person who will solicit proxies, is the beneficial owner
of 500 shares of KCPL Common Stock.
Other than as set forth above, as of the date of this Proxy Statement
Supplement, neither Western Resources nor any of its Directors, Executive
Officers or other Representatives or Employees of Western Resources who may
also solicit proxies has any security holdings in KCPL. Western Resources
disclaims beneficial ownership of any securities of KCPL held by any pension
plan of Western Resources or by any affiliate of Western Resources.
Salomon engages in a full range of investment banking, securities trading,
market-making and brokerage services for institutional and individual clients.
In the ordinary course of its business, Salomon may actively trade the
securities of KCPL for its own account and the accounts of its customers and,
accordingly, may at any time hold a long or short position in such securities.
As of June 14, 1996, Salomon did not hold any position with respect to the
Shares. Salomon does not admit that it or any of its directors, officers,
employees or affiliates is a "participant," as defined in Schedule 14A
promulgated under the Exchange Act by the Commission, in the solicitation to
which this Proxy Statement Supplement relates or that such Schedule 14A
requires the disclosure in this Proxy Statement Supplement of certain
information concerning Salomon.
Except as disclosed in this Proxy Statement Supplement, to the best
knowledge of Western Resources, none of Western Resources, its directors and
executive officers or other representatives of Western Resources named in
Annex A hereto has any interest, direct or indirect, by security holdings or
otherwise, in KCPL.
B-1
ANNEX C
SHARES HELD BY DIRECTORS AND EXECUTIVE OFFICERS OF KCPL
The following table sets forth, as of April 3, 1996, the number of Shares
beneficially owned by each director, the chief executive officer and each of
the four other most highly compensated executive officers (and by all
directors and officers as a group) of KCPL. The information contained in the
table is copied from the KCPL Proxy Statement as incorporated by reference in
the UtiliCorp/KCPL Preliminary Joint Proxy Statement.
AMOUNT AND
NATURE OF
BENEFICIAL TITLE OF
NAME OF BENEFICIAL OWNER OWNERSHIP(1) CLASS
----------------------------------------------- ----------- ------------
Bernard J. Beaudoin............................ 22,926(2) Common Stock
David L. Bodde................................. 1,593 Common Stock
William H. Clark............................... 1,271 Common Stock
Robert J. Dineen............................... 1,849 Common Stock
Arthur J. Doyle................................ 17,819(3) Common Stock
W. Thomas Grant II............................. 849 Common Stock
Marcus Jackson................................. 19,178(2) Common Stock
A. Drue Jennings............................... 59,534(2)(4) Common Stock
George E. Nettels, Jr.......................... 8,733(5) Common Stock
Linda Hood Talbott............................. 4,131 Common Stock
Ronald G. Wasson............................... 23,999(2) Common Stock
Robert H. West................................. 2,741(6) Common Stock
J. Turner White................................ 11,093(2) Common Stock
All officers and directors as a group (23 per-
sons)......................................... 257,084(2) Common Stock
- --------
(1) Shares of the KCPL Common Stock owned by any director or officer and by
the directors and officers as a group are less than 1% of such stock.
Unless otherwise specified, each director and named executive officer has
sole voting and sole investment power with respect to the shares
indicated.
(2) Includes shares held pursuant to KCPL's Employee Savings Plus Plan. Also
includes exercisable non-qualified stock options granted under the KCPL
Long-Term Incentive Plan in the following amounts: Jennings, 40,625;
Beaudoin, 20,313; Jackson, 16,500; Wasson, 20,313; and White, 9,750.
(3) The nominee disclaims beneficial ownership of 200 shares reported which
are owned by nominee's wife.
(4) The nominee disclaims beneficial ownership of 150 shares reported which
are owned by nominee's son.
(5) The nominee disclaims beneficial ownership of 3,400 shares reported which
are owned by nominee's wife.
(6) The nominee disclaims beneficial ownership of 1,200 shares reported which
are held by nominee's wife as custodian for minor children.
C-1
LOGO
WALL STREET PLAZA
NEW YORK, NEW YORK 10005
1-800-223-2064
FORM OF PROXY CARD
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 the record date, as such date
shall be determined by KCPL, 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, 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") (the "Amended and
Restated UtiliCorp/KCPL Merger Agreement"), 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, 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 any 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.
REVERSE OF PROXY CARD
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
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.
Dated:_________________________, 1996
_____________________________________
Signature (Title, if any)
_____________________________________
Signature if held jointly
Please sign your name below exactly
as it appears hereon. When Shares
are held of record by joint tenants,
both should sign. When signing as
attorney, executor, administrator,
trustee or guardian, please give
full title as such. If a
corporation, please sign in full
corporate name by president or
authorized officer. If a
partnership, please sign in
partnership name by authorized
person.
IF YOU HAVE ANY QUESTIONS OR NEED ASSISTANCE, PLEASE CONTACT GEORGESON &
COMPANY INC. AT 1-800-223-2064.
