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_____________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
Amendment No. 9 to
SCHEDULE 14D-9
Solicitation/Recommendation Statement Pursuant to
Section 14(d)(4) of the Securities Exchange Act of 1934
____________
KANSAS CITY POWER & LIGHT COMPANY
(Name of Subject Company)
KANSAS CITY POWER & LIGHT COMPANY
(Name of Person Filing Statement)
Common Stock, no par value
(Title of Class of Securities)
____________
485134100
(CUSIP Number of Class of Securities)
____________
Jeanie Sell Latz, Esq.
Senior Vice President-Corporate Services
Kansas City Power & Light Company
1201 Walnut
Kansas City, Missouri 64106-2124
(816) 556-2200
(Name, address and telephone number of person authorized
to receive notice and communications on behalf
of the person filing statement)
____________
Copy to:
Nancy A. Lieberman, Esq.
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
(212) 735-3000
_____________________________________________________________
This statement amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 of Kansas
City Power & Light Company, a Missouri corporation ("KCPL"),
filed with the Securities and Exchange Commission (the
"Commission") on July 9, 1996, as amended, (the "Schedule 14D-
9"), with respect to the exchange offer made by Western
Resources, Inc., a Kansas corporation ("Western Resources"), to
exchange Western Resources common stock, par value $5.00 per
share, for all of the outstanding shares of KCPL common stock, no
par value ("KCPL Common Stock"), on the terms and conditions set
forth in the prospectus of Western Resources dated July 3, 1996
and the related Letter of Transmittal.
Capitalized terms used and not defined herein shall have the
meanings assigned to such terms in the Schedule 14D-9.
Item 9. Material to be Filed as Exhibits.
The following Exhibits are filed herewith:
Exhibit 53 Drue Jennings' speech broadcasted on
July 19, 1996, to Merrill Lynch retail
brokers.
Exhibit 54 Excerpt from employee newsletter
distributed July 19, 1996.
Exhibit 55 Other solicitation materials.
SIGNATURE
After reasonable inquiry and to the best of her knowledge
and belief, the undersigned certifies that the information set
forth in this Statement is true, complete and correct.
KANSAS CITY POWER & LIGHT COMPANY
By: /s/Jeanie Sell Latz
Jeanie Sell Latz
Senior Vice President-Corporate Services
Dated: July 19, 1996
EXHIBIT INDEX
Exhibit No. Description Page
__________ ____________________________________________________ ____
Exhibit 53 Drue Jennings' speech broadcasted on July 19, 1996,
to Merrill Lynch retail brokers
Exhibit 54 Excerpt from employee newsletter distributed July 19,
1996
Exhibit 55 Other solicitation materials
Exhibit 53
[Drue Jennings' speech broadcasted on July 19, 1996 to Merrill
Lynch retail brokers]
Hello, thank you for your interest.
My name is Drue Jennings, and I am the Chairman and Chief
Executive Officer of Kansas City Power & Light Company. I would
like to provide you with an update of the events that have
transpired since I last spoke to you in April of this year
regarding KCP&L's proposed merger with UtiliCorp United.
The May 22, 1996 shareholder vote to approve the merger with
UtiliCorp was canceled in order to present KCP&L shareholders
with a transaction that offered even better economics and a
revised merger structure. The new structure has been revised to
increase the value to KCP&L shareholders by increasing their
ownership in the combined company to 57%. KCP&L shareholders
would continue to hold their existing KCP&L shares, and UtiliCorp
shareholders would receive one share in the merged company for
each UtiliCorp share owned. The revised terms of the merger
agreement provide for a new structure pursuant to which a new
KCP&L subsidiary will be created which will merged into
UtiliCorp, and UtiliCorp will then merge with KCP&L. At the time
the mergers are completed, the combined company will change its
name to Maxim Energies. Additionally, the affirmative vote of
KCP&L shareholders required to approve the transactions has
changed from two-thirds of all outstanding shares to a majority
of the shares voting. A Special Meeting of KCP&L shareholders is
scheduled for August 7, 1996 to vote upon the issuance of KCP&L
shares to be issued in the mergers. Under Missouri law, a
separate vote of the KCP&L shareholders is not required to
approve the mergers; however, since it is a condition of the
closing of the mergers that KCP&L shareholders approve the share
issuance, in essence, a vote for the share issuance is a vote for
the mergers.
On July 8, 1996, Western Resources, a Topeka, Kansas-based
utility, commenced an unsolicited exchange offer for KCP&L common
stock. The KCP&L Board of Directors rejected the offer based on
its belief that a merger with Western was not in the best long-
term interest of the KCP&L shareholders.
I am speaking to you today for two reasons. First, I would like
to provide you with some information related to the rationale and
benefits of our proposed merger with UtiliCorp. Second, I would
like to address the reasons for our Board's rejection of the
Western offer.
Let me now address for you several of the significant benefits
which our Board views as the underlying rationale for our
proposed merger with UtiliCorp.
The UtiliCorp transaction provides KCP&L shareholders with
regulatory and geographic diversity given UtiliCorp's widespread
presence in both national and global markets. The merger brings
together the complementary strengths of KCP&L's operating and
financial expertise with UtiliCorp's unique marketing focus and
entrepreneurial spirit. UtiliCorp has a clearly articulated
strategy and demonstrated track record in non-regulated
businesses which are the areas that we have told our shareholders
will provide the greatest future growth. Maxim Energies will be
a low-cost, marketing-oriented, diversified energy products and
services company with national and global scope and an aggressive
strategy for growth.
Through joint study by both companies and our advisors, we have
identified synergies in the regulated businesses totaling over
$600 million for a 10-year period and revenue enhancements in the
unregulated businesses ranging from approximately $39 million in
the first year of the merger to $88 million in the fourth year of
the merger. As set forth in our joint Proxy Statement, we
believe the combination of these synergies and revenue
enhancements will provide aggregate added value ranging from
$0.38 per Maxim share in the first year of the merger to $0.75
per Maxim share in the fourth year of the merger.
Now let me address the Western Resources offer and our Board's
reasons for rejecting such offer.
KCP&L believes the Western offer is based on faulty assumptions,
and therefore, is not credible. The net effect of these faulty
assumptions is that Western is advertising economics to KCP&L
shareholders which we believe a reasonable person would not and
should not assume. For example, Western's claimed $1 billion of
synergies over 10 years are unrealistic, and moreover, Western
has imprudently assumed 70% of these synergies will be passed on
to shareholders. Based on a review of Western's synergies
analysis by outside experts, the KCP&L Board believes that
Western has significantly overestimated the amount of savings
that would result from a Western/KCP&L merger. Furthermore,
Western's assumption that it would be allowed to retain 70% of
the savings resulting from the merger is inconsistent with
applicable industry precedent; it is industry practice to assume
merger savings are shared 50%/50% between shareholders and
ratepayers. We also believe that Western faces significant rate
reductions which could imperil Western's ability to deliver
promised dividends to KCP&L shareholders and could have an
adverse impact of Western's stock price, and thus, the value to
KCP&L shareholders. Western has made great press about the
apparent short-term dividend accretion to our shareholders should
they accept the Western offer. I would like to point out the use
of the word short-term, because if Western is unable to achieve
both its proposed synergies number and the retention of those
synergies to shareholders coupled with potentially significant
rate reductions, such proposed dividend payments in the future
would certainly be at risk. Unlike the UtiliCorp transaction, a
merger with Western will not provide geographic and regulatory
diversity given that Western's operations are concentrated in
Kansas. Furthermore, a combination with Western will result in
significant asset concentration at Wolf Creek, our jointly owned
nuclear power plant. We also question certain rate disparities
and other regulatory issues resulting from a merger with Western.
Unlike UtiliCorp, Western's unregulated business strategy, an
area of great importance to us, is largely unproven and
questionable in value.
I know that there has been a lot of back and forth between
ourselves and Western regarding their hostile transaction. I
think it is critical that your clients and our shareholders
understand the benefits of the proposed UtiliCorp merger and,
what we believe to be, the questionable value of Western's offer.
Furthermore, the Western offer contains conditions and other
requirements that clearly cause the consummation of this
transaction to be at risk.
We are extremely excited about our proposed merger with UtiliCorp
and feel strongly that our new company will be uniquely
positioned to compete and prosper in a deregulated energy market
thus providing long-term growth in revenue, income and share
value for KCP&L shareholders.
Exhibit 54
[Excerpt from July 19, 1996 issue of LightLines employee/retiree
newsletter]
MERGER SPECIAL EDITION
WESTERN'S EXCHANGE OFFER TERMS CLARIFIED
Since Western Resources officially began its exchange
offer for KCPL shares, KCPL officers have been meeting with
employees to answer questions about the KCPL/UtiliCorp
merger and Western Resources' hostile takeover attempt. We
hope the information provided here will help dispel some of
the misunderstandings about what Western is -- and is not --
offering.
Q:Is Western offering $31 apiece for my shares of KCPL
stock?
A:No. Western is not offering cash for your shares. Western
is offering a stock exchange in which you would get
Western stock for every share of KCPL stock you tender.
However, you are not guaranteed to receive $31 worth of
Western stock. Western will determine how many shares of
its stock are worth $31 by taking an average of its stock
prices over a 20-day period preceding the closing of its
exchange offer. If such average price is less than
$28.18, you will receive less than $31 worth of Western
stock for each KCPL share. The more the average price
falls below $28.18, the less you will receive.
Q:How do I know that my shares will be worth $31 if Western
succeeds in its takeover attempt?
A:You can't know. First of all, you are not guaranteed to
receive $31 worth of Western stock. (See the answer to
the question above.) Second, once you receive the Western
stock, there is no way to tell whether the price of such
stock will increase or decrease.
Q:How many shares of KCPL must Western receive to
successfully complete its takeover?
A:Western has conditioned its offer on the receipt of 90
percent of all outstanding shares. We believe this is a
very difficult condition to satisfy. Western would be
able to waive this condition if fewer than 90 percent of
all outstanding shares are tendered, but we cannot
speculate as to what Western would do.
Q:If more than 50 percent of the outstanding KCPL shares
are tendered, can Western replace our board of directors?
A:No. Western must purchase shares before it is entitled to
vote them.
Q:If I tender my shares to Western, can I get them back?
A:Your shares still belong to you, and you can get them
back from Western by making a request in writing. You
would be unable to sell your shares unless you first
asked Western to return them to you.
Q:Why won't KCPL's board meet with Western?
A:Our board has carefully and extensively considered all
its options, including a combination with Western. These
deliberations began not months but years ago, as the
board began to discuss the long-range effects of
deregulation on our industry. The board is fully aware of
what Western can bring to a business combination, and for
reasons set forth in KCPL's Schedule 14D-9, which was
mailed to shareholders, the board does not believe that
Western is an attractive partner for KCPL.
Q:John Hayes has stated publicly in The Kansas City Star
that Western will proceed with its hostile takeover
attempt, regardless of how KCPL shareholders vote on Aug.
7. If our shareholders approve the transaction with UCU,
what can Western do at that point?
A:We don't really know what Western will do in that event.
Western can continue to try to persuade KCPL shareholders
to tender their shares. Western has said it will continue
that offer until Sept. 20, although that deadline could
be extended.
Q:At what point would Western be forced to stop its
efforts?
A:Nothing can force Western to stop. But as a practical
matter, if a majority of KCPL shares vote in favor of the
UCU transaction and we continue to move toward completion
of a merger with UCU, it will become more and more
difficult for Western to succeed, and we think Western
would eventually give up.
Q:What about employee layoffs? Western claims that it can
promise no layoffs. Is that true?
A:Western's filings with the Kansas Corporation Commission
state that 531 employee positions will be eliminated and
that the resulting savings will be available by Jan. 1,
1998. Whether you call that a layoff or use another
euphemism, those are still jobs lost. On the other hand,
KCPL and UCU have, from the beginning, said that
approximately 200 positions would be eliminated over a
period of 10 years following the KCPL/UCU merger. That
figure represents fewer people leaving the company than
what we experience every year through attrition.
Q:Will we know the results of the shareholders' vote on the
day of the meeting -- Aug. 7?
A:No. The results will be made public when the process of
counting and verifying the votes is complete. We expect
that process to take at least two to three weeks.
Q:What should I do with the gold proxy card Western sent
me?
A:If you wish to vote your shares in favor of the KCPL/UCU
merger, discard your gold proxy card.
Many employees asked about the percentage of shares held
by institutional, retail and other shareholders. The graph
below shows who owns shares of KCPL.
[Pie chart]
Who owns KCPL shares?
Street Name 39.4%
Institutional 24%
Employees 4.1%
Arbitrageurs 4.7%
Individual 27.8%
Watch future editions of LightLines, the Hotline, the
PowerNet bulletin boards and special employee mailings for
answers to additional questions. If you have a question
you'd like to see addressed, call the Employee Merger
Hotline at 1-800-718-8788.
Exhibit 55
[Transmittal letter sent to various brokers commencing July 19, 1996]
[KCPL Logo]
IMPORTANT
INFORMATION
ENCLOSED...
for your information and assistance in speaking with your clients
about the KCPL/UtiliCorp merger. In particular, let us direct
your attention to the shareholder letter of July 12, 1996 in
which the facts are given about KCPL'S TOTAL RETURN TO
SHAREHOLDERS VERSUS WESTERN'S TOTAL RETURN TO THEIR SHAREHOLDERS.
While not surprising, the results are an important part of our
merger story.
If you or any shareholder have a question after reviewing this
information, KCPL INVESTORS RELATIONS can help:
1-800-245-5272