SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant / / Filed by a Party other than the Registrant /X/ Check the appropriate box: / / Preliminary Proxy Statement / / Definitive Proxy Statement /X/ Definitive Additional Materials / / Soliciting Material Pursuant to Rule 14a-11(c) or or Rule 14a-12 KANSAS CITY POWER AND LIGHT COMPANY - ---------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) WESTERN RESOURCES, INC. - ---------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement) Payment of Filing Fee (Check the appropriate box): / / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(I)(1), or 14a-6(I)(2) / / $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(I)(3) / / Fee computed on table below per Exchange Act Rules 14a-6(I)(4) and 0-11 1) Title of each class of securities to which transaction applies: ------------------------------------------------------------------ 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: ----------------------------------------------------------------- Set forth the amount on which the filing fee is calculated and state how it was determined. / / Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: ------------------------------------------------------------ 2) Form, Schedule or Registration Statement No.: ------------------------------------------------------------ 3) Filing Party: ------------------------------------------------------------ 4) Date Filed: ------------------------------------------------------------ /x/ Filing fee paid with preliminary filing. The following press release and employee update was released on June 19, 1996: WESTERN RESOURCES SENDS PROXY MATERIAL TO KCPL SHAREOWNERS MATERIAL FOLLOWS UP ON INCREASED $31 PER SHARE OFFER TOPEKA, Kansas, June 19, 1996 -- Western Resources, Inc., today mailed letters and updated proxy materials to Kansas City Power & Light shareowners detailing Western Resources' increased offer to merge with KCPL and urging shareowners to vote against the merger proposal with UtiliCorp. In the letter accompanying the proxy materials, John E. Hayes, Jr., Western Resources chairman of the board and chief executive officer, said that the new $31 per share offer represents a 20 percent premium over the closing price of KCPL common stock on June 14, 1996, the closing price just before announcement of the improved offer, and a dividend of between $2.00 and $2.35 per KCPL share, based on Western Resources' projected 1998 annual dividend of $2.14 per share. "Our new, higher 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," Hayes said in the letter. "We believe our new offer will provide you [the KCPL shareowners] with significantly greater value for your KCPL investment than can be obtained through a transaction with UtiliCorp." The Western Resources proxy materials provide details of the offer being made to KCPL shareholders, as well as a proxy card, which permits KCPL shareholders to vote against the UtiliCorp/KCPL proposal. Specifically, the proxy material asks KCPL shareowners to: Vote against the UtiliCorp proposal on the enclosed GOLD proxy card; Support the Western Resources offer with a call to KCPL and its board members; and Look for the Western Resources exchange offer, which will be mailed after it has been declared effective by the Securities and Exchange Commission. Western Resources (NYSE:WR) is a diversified energy company. Its utilities, KPL and KGE, operating in Kansas and Oklahoma, provide natural gas service to approximately 650,000 customers and electric service to approximately 600,000 customers. Through its subsidiaries, Westar Business Services, Westar Consumer Services, Westar Capital, and The Wing Group, energy-related products and services are developed and marketed in the continental U.S., and offshore. For more information about Western Resources and its operating companies, visit us on the Internet at http://www.wstnres.com. Western Resources has filed exchange offer materials with the Securities and Exchange Commission and intends to make its offer directly to shareholders of KCPL as soon as its registration statement has been declared effective by the Securities and Exchange Commission. A registration statement relating to the Western Resources securities referred to in these materials has been filed with the Securities and Exchange Commission but has not yet become effective. Such securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. These materials shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such sale.