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KANSAS CITY POWER & LIGHT COMPANY
1201 WALNUT
KANSAS CITY, MISSOURI 64106
(516) 556-2200
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PR0XY STATEMENT SUPPLEMENT
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This Proxy Statement Supplement is furnished by the Board of Directors of
Kansas City Power & Light Company ("KCPL") in connection with KCPL's Annual
Meeting of Shareholders scheduled to be held on May 22, 1996 and at any
adjournment or postponement thereof. It amends and supplements, and should be
read in conjunction with, the Joint Proxy Statement/Prospectus of KCPL and
UtiliCorp United Inc. ("UCU"), dated April 4, 1996 (the "Joint Proxy
Statement/Prospectus"). Capitalized terms used herein and not otherwise defined
herein shall have the respective meanings assigned to such terms in the Joint
Proxy Statement/Prospectus.
THE BOARD OF DIRECTORS OF KCPL URGES YOU TO VOTE FOR THE PROPOSED
MERGER WITH UTILICORP. YOUR VOTE IS IMPORTANT. PLEASE SIGN, DATE
AND MAIL THE ENCLOSED WHITE PROXY CARD TODAY.
RECENT DEVELOPMENTS -- WESTERN RESOURCES'
HIGHLY CONDITIONAL HOSTILE BID
Set forth below is a description of certain significant developments.
On April 14, 1996, Mr. A. Drue Jennings, Chairman of the Board, President
and Chief Executive Officer of KCPL, received a telephone call from Mr. John E.
Hayes, Jr., Chairman of the Board and Chief Executive Officer of Western
Resources, Inc. ("Western Resources"), in which Mr. Hayes informed Mr. Jennings
that he was delivering to Mr. Jennings an unsolicited proposal to the KCPL Board
pursuant to which Western Resources would acquire all of the outstanding KCPL
Common Stock in exchange for shares of common stock, par value $5.00 per share,
of Western Resources ("Western Resources Common Stock") valued at $28.00 per
share of KCPL Common Stock, subject to adjustment.
Following such telephone conversation, on April 14, 1996 Mr. Jennings and
the members of the KCPL Board received from Western Resources a letter (the
"April 14 Letter") setting forth Western Resources' unsolicited merger proposal.
In the letter, Western Resources proposed that KCPL and Western Resources merge
in a transaction in which each holder of KCPL Common Stock would receive $28.00
worth of Western Resources Common Stock, subject to a "collar" limiting the
amount of Western Resources Common Stock that holders of KCPL Common Stock would
receive to no more than 0.985 share and no less than 0.833 share of Western
Resources Common Stock for each share of KCPL Common Stock. Shortly after
delivery of the April 14 Letter, Western Resources publicly announced its
unsolicited merger proposal.
On April 15, 1996, Western Resources filed an application with the State
Corporation Commission of the State of Kansas seeking approval of Western
Resources' proposed business combination with KCPL and a Petition to Intervene
in the Merger.
A meeting of the KCPL Board was held on April 19 and April 21, 1996 to
consider Western Resources' proposal. At this meeting, the KCPL Board received
presentations from KCPL's management and its financial and legal advisors. On
April 21, the KCPL Board, based upon the presentations given, the advice
received, and the considerations discussed at such meeting of the KCPL Board,
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determined that further exploration of the Western Resources proposal was not in
the best interests of KCPL, its shareholders, its employees and its customers.
Also on such date, the KCPL Board reaffirmed its approval of the Merger with
UCU.
On April 22, 1996, Mr. Jennings delivered to Mr. Hayes a letter stating that
the KCPL Board had rejected Western Resources' proposal. Mr. Jennings also
telephoned Mr. Hayes to inform him of the decision of the KCPL Board.
On April 22, 1996, Western Resources announced that it intended to commence
an unsolicited exchange offer, and that it had filed preliminary proxy materials
for use in soliciting proxies from holders of KCPL Common Stock in opposition to
the approval and adoption of the Merger, the Merger Agreement and the
transactions contemplated thereby. On the same day, Western Resources filed a
registration statement on Form S-4 which included a preliminary prospectus (the
"Western Resources Preliminary Prospectus") relating to Western Resources'
unsolicited offer to exchange each outstanding share of KCPL Common Stock for an
amount of Western Resources Common Stock. Pursuant to the Western Resources
Preliminary Prospectus, Western Resources proposes to offer, upon the terms and
subject to the conditions set forth in the Western Resources Preliminary
Prospectus and in a related Letter of Transmittal (together, the "Proposed
Western Resources Offer"), to exchange less than a full share of Western
Resources Common Stock for each outstanding share of KCPL Common Stock validly
tendered on or prior to the Expiration Date (as defined in the Western Resources
Preliminary Prospectus) of the Proposed Western Resources Offer and not properly
withdrawn. Each such share would be entitled to receive a fraction of a share of
Western Resources Common Stock equal to the Exchange Ratio, defined as the
quotient (rounded to the nearest 1/100,000) determined by dividing $28.00 by the
average of the high and low sales prices of the Western Resources Common Stock
(as reported on the NYSE Composite Transactions reporting system as published in
the Wall Street Journal or, if not published therein, in another authoritative
source) on each of the twenty consecutive trading days ending with the second
trading day immediately preceding the Expiration Date; provided, that the
Exchange Ratio shall not be less than 0.833 nor greater than 0.985.
According to the Western Resources Preliminary Prospectus, Western Resources
intends, as soon as practicable after consummation of the Proposed Western
Resources Offer, to seek to merge KCPL with and into itself pursuant to
applicable law (the "Proposed Western Resources Merger").
The Proposed Western Resources Offer is subject to numerous conditions. The
Proposed Western Resources Offer is conditioned upon, among other things, (i)
there being validly tendered and not withdrawn prior to the Expiration Date a
number of shares of KCPL Common Stock which will constitute at least ninety
percent of the total number of outstanding shares of KCPL Common Stock on a
fully diluted basis (as though all options or other securities convertible into
or exchangeable for shares had been so converted, exercised or exchanged) as of
the date the shares are accepted for exchange by Western Resources pursuant to
the Proposed Western Resources Offer, (ii) approval of the issuance of shares of
Western Resources Common Stock pursuant to the Proposed Western Resources Offer
and the Proposed Western Resources Merger and approval of an amendment to the
Western Resources articles of incorporation to increase the number of shares of
Western Resources Common Stock authorized for issuance by the holders, voting as
a single class, of a majority of the shares of Western Resources Common Stock
and Western Resources preferred stock outstanding on the applicable record date
and approval of the Proposed Western Resources Merger by the holders, voting as
a single class, of a majority of the Western Resources preferred stock, (iii)
Western Resources being satisfied, in its sole discretion, that the provisions
of Section 351.407 of the MGBCL are inapplicable to Western Resources and the
transactions contemplated by the Proposed Western Resources Offer or full voting
rights for all shares to be acquired by Western Resources pursuant to the
Proposed Western Resources Offer having been approved by the shareholders of
KCPL pursuant to such statute, (iv) Western Resources being satisfied, in its
sole discretion, that the provisions of Section 351.459 of the MGBCL will not
prohibit for any period of time the consummation of the Proposed Western
Resources Merger or any other "Business Combination" (as defined in such
statute) involving KCPL and Western Resources or any subsidiary of Western
Resources, (v) the shareholders of KCPL not having approved the Merger Agreement
with UCU, (vi) all regulatory approvals required to consummate the Proposed
Western Resources Offer and the Proposed Western Resources Merger having been
obtained and remaining in full force and effect, all statutory waiting
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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 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 Proposed Western
Resources Merger will qualify as a pooling of interests transaction under
generally accepted accounting principles and applicable SEC regulations, (viii)
Western Resources being satisfied, in its sole discretion, that it will be able
to consummate the Western Resources Merger as a "short-form" merger pursuant to
the provisions of Section 351.447 of the MGBCL and Section 17-6703 of the Kansas
General Corporation Code immediately after consummation of the Proposed Western
Resources Offer and (ix) all outstanding shares of KCPL Preferred Stock having
been redeemed.
The Joint Proxy Statement/Prospectus is modified as set forth herein.
YOUR VOTE IS IMPORTANT -- PLEASE VOTE TODAY
Since the Merger between KCPL and UCU requires the affirmative vote of
two-thirds of KCPL's outstanding shares, the vote of every shareholder is
extremely important. A failure to vote has the same effect as a vote against the
Merger. You are earnestly requested to vote FOR adoption of the Merger by
signing, dating and returning the enclosed WHITE proxy card today. Even if you
have sold your shares since the April 3, 1996 record date, as the holder of
record you are still entitled to exercise your right to vote and we urge you to
do so.
By Order of the Board of Directors
[SIG]
Jeanie Sell Latz
SECRETARY
Dated: April 29, 1996
