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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant / /
Filed by a Party other than the Registrant /X/
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or
or Rule 14a-12
WESTERN RESOURCES, INC.
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(Name of Registrant as Specified In Its Charter)
WESTERN RESOURCES, INC.
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(I)(1), or 14a-6(I)(2)
/ / $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(I)(3)
/ / Fee computed on table below per Exchange Act Rules 14a-6(I)(4)
and 0-11
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
- -----------------------------------------------------------------
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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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/x/ Filing fee paid with preliminary filing.
The following press release was issued on or about June 10, 1998:
MEETINGS SET FOR SHAREOWNER VOTE
TOPEKA, Kansas, and KANSAS CITY, Missouri, June 9, 1998 -- Western
Resources (NYSE:WR) and Kansas City Power & Light Company (NYSE:KLT)
today announced that shareowner meetings to approve the merger
agreement are scheduled for July 30.
Proxy information is expected to be mailed to shareowners of both
companies within the next few days. The meetings will be at 10 a.m. at
Bradbury Thompson Alumni Center, Washburn University, Topeka, for
Western Resources shareowners and at 10 a.m. at the Gem Theater, 18th
& Vine, Kansas City, Missouri, for KCPL shareowners.
Under the agreement, the new company -- Westar Energy -- will be
created from the KGE and KPL electric operations of Western Resources
and the electric operations of KCPL. Each KCPL shareowner will receive
$23.50 worth of Western Resources common stock, based on yesterday's
closing price for Western Resources and subject to a collar mechanism.
Each KCPL shareowner also will receive one share of Westar Energy
common stock, for each share of KCPL common stock owned. The companies
estimate that each share of Westar Energy common stock will have an
approximate value of between $10 and $12 per share.*
Approval of the transaction requires a majority (50% ) of Western
Resources common shares outstanding and 2/3rds of all outstanding KCPL
shares. Shareowners of record as of June 11 will be eligible to vote.
The merger will create a company with more than one million
electric customers in Kansas and Missouri, $8.2 billion in assets and
more than 8,000 megawatts of electric generation resources.
The boards of directors of Western Resources and KCPL approved the
restructured merger of the two companies in March.
The companies also expect to file their regulatory applications
with the Kansas Corporation Commission (KCC) and the Missouri Public
Service Commission (MPSC) within the next few weeks. In addition to
the approval of the KCC and the MPSC, the merger is conditioned upon
the approvals of the Federal Energy Regulatory Commission, the Nuclear
Regulatory Commission, and other governmental agencies.
Western Resources (NYSE:WR) is a consumer services company with
interests in monitored security and energy. The company has total
assets of more than $7 billion, including security company holdings
through ownership of Protection One (NASDAQ:ALRM), which has more than
1 million security customers in 48 states. Its utilities, KPL and KGE,
provide electric service to approximately 614,000 customers in Kansas.
Through its ownership in ONEOK Inc. (NYSE:OKE), a Tulsa-based natural
gas company, Western Resources has a 45 percent interest in the eighth
largest natural gas distribution company in the nation, serving more
than 1 million customers. Through its other subsidiaries, Westar
Capital and The Wing Group, the company participates in energy-related
investments in the continental United States and offshore.
For more information about Western Resources and its operating
companies, visit us on the Internet at http://www.wstnres.com.
Kansas City Power & Light Company (NYSE:KLT) provides electric
power to a growing and diversified service territory encompassing
metropolitan Kansas City, parts of eastern Kansas and western
Missouri. KCPL is a low-cost producer and leader in fuel procurement
and plant technology. KLT Inc., a wholly owned subsidiary of KCPL,
pursues opportunities in nonregulated, primarily energy-related
ventures.
For more information about KCPL, visit http://www.kcpl.com.
*There can be no assurance as to the actual price at which Westar
Energy common stock will trade once listed on the NYSE.
Forward-Looking Statements: Certain matters discussed in this news
release are "forward-looking statements." The Private Securities
Litigation Reform Act of 1995 has established that these statements
qualify for safe harbors from liability. Forward-looking statements
may include words like we "believe", "anticipate," "expect" or words
of similar meaning. Forward-looking statements describe our future
plans, objectives, expectations, or goals. Such statements address
future events and conditions concerning capital expenditures,
earnings, litigation, rate and other regulatory matters, possible
corporate restructurings, mergers, acquisitions, dispositions,
liquidity and capital resources, interest and dividend rates,
environmental matters, changing weather, nuclear operations, and
accounting matters. What happens in each case could vary materially
from what we expect because of such things as electric utility
deregulation, including ongoing state and federal activities; future
economic conditions; legislative developments; our regulatory and
competitive markets; and other circumstances affecting anticipated
operations, revenues and costs.
The following employee update was issued on or about June 10, 1998:
MEETINGS SET FOR SHAREOWNER VOTE
Western Resources (NYSE:WR) and Kansas City Power & Light Company
(NYSE:KLT) today announced that shareowner meetings to approve the
merger agreement are scheduled for July 30.
Proxy information is expected to be mailed to shareowners of both
companies within the next few days. The meetings will be at 10:00 a.m.
at Bradbury Thompson Alumni Center, Washburn University, Topeka, for
Western Resources shareowners and at 10:00 a.m. at the Gem Theater,
18th & Vine, Kansas City, Missouri, for KCPL shareowners.
Under the agreement, the new company -- Westar Energy -- will be
created from the KGE and KPL electric operations of Western Resources
and the electric operations of KCPL. Each KCPL shareowner will receive
$23.50 worth of Western Resources common stock, based on yesterday's
closing price for Western Resources and subject to a collar mechanism.
Each KCPL shareowner also will receive one share of Westar Energy
common stock, for each share of KCPL common stock owned. The companies
estimate that each share of Westar Energy common stock will have an
approximate value of between $10 and $12 per share.*
Approval of the transaction requires a majority (50% ) of Western
Resources common shares outstanding and 2/3rds of all outstanding KCPL
shares. Shareowners of record as of June 11 will be eligible to vote.
The merger will create a company with more than one million
electric customers in Kansas and Missouri, $8.2 billion in assets and
more than 8,000 megawatts of electric generation resources.
The boards of directors of Western Resources and KCPL approved the
restructured merger of the two companies in March.
The companies also expect to file their regulatory applications
with the Kansas Corporation Commission (KCC) and the Missouri Public
Service Commission (MPSC) within the next few weeks. In addition to
the approval of the KCC and the MPSC, the merger is conditioned upon
the approvals of the Federal Energy Regulatory Commission, the Nuclear
Regulatory Commission, and other governmental agencies.
*There can be no assurance as to the actual price at which Westar
Energy common stock will trade once listed on the NYSE.
Forward-Looking Statements: Certain matters discussed in this
Employee Update are "forward-looking statements." The Private
Securities Litigation Reform Act of 1995 has established that these
statements qualify for safe harbors from liability. Forward-looking
statements may include words like we "believe", "anticipate," "expect"
or words of similar meaning. Forward-looking statements describe our
future plans, objectives, expectations, or goals. Such statements
address future events and conditions concerning capital expenditures,
earnings, litigation, rate and other regulatory matters, possible
corporate restructurings, mergers, acquisitions, dispositions,
liquidity and capital resources, interest and dividend rates,
environmental matters, changing weather, nuclear operations, and
accounting matters. What happens in each case could vary materially
from what we expect because of such things as electric utility
deregulation, including ongoing state and federal activities; future
economic conditions; legislative developments; our regulatory and
competitive markets; and other circumstances affecting anticipated
operations, revenues and costs.