<PAGE> 1
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 party other than the registrant /x/
Check the appropriate box:
/ / Preliminary proxy statement / / Confidential, for Use of the
/ / Definitive proxy statement Commission Only (as permitted
/ / Definitive additional materials by Rule 14a-6(e)(2))
/x/ 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)
Payment of filing fee (Check the appropriate box):
/ / $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-
6(j)(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:
(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:
___________
* The sole purpose of this filing is to correct a typographical error in a
previous filing under Schedule 14A pursuant to Exchange Act Rule 14a-12
made on April 23, 1996. This filing correctly reflects the text of an
advertisement published on April 23, 1996, which states that the current
annual dividend paid by Western Resources, Inc. is $2.06, not $2.96 as
was stated in the April 23, 1996 filing.
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John Hayes
Message Points
4/22/96
o Today's KCPL action confirms we have a better offer.
-- KCPL did not and could not challenge that.
-- KCPL shareholders get a substantial dividend increase and
premium for stock.
-- Customers in Kansas City get greater rate reductions.
-- For KCPL and Western employees there will be no layoffs.
-- The Community does not lose a corporate citizen, but gains:
* KCPL
* Western
* Subsidiary
o How come KCPL doesn't see it? Because they wouldn't meet with us.
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o This is a deal we are backing up with facts: We can walk the talk.
-- We have the detailed analysis
-- We have the track record of hitting savings, rate reduction and
no layoff targets in a previous major merger.
o The Western Resources board has voted to move forward with a plan to
combine the two companies by taking the facts directly to
shareholders.
-- Shortly after noon today, we filed the necessary papers with
the Securities and Exchange Commission to go directly to KCPL
shareholders and ask them to vote against the proposed
UtiliCorp merger so that we can combine with KCPL.
-- Western Resources' proxy solicitation materials will be mailed
within the next ten days.
-- Western Resources is also filing exchange offer materials with
the SEC and we intend to make our offer directly to
shareholders of KCPL as soon as our registration statement has
been declared effective by the SEC -- normally about 30 to 60
days.
o If I understand KCPL's statement, if we can prove our offer is solid,
we have got a deal.
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<PAGE> 4
-- So let's get the process started.
o Savings
-- First, let me point out the savings were developed by Deloitte
and Touche, who hit the savings on the nose when we acquired
KG&E.
-- The earlier savings estimates were preliminary, about a year
ago and for a shorter period of time. Since then, we have done
a detailed analysis with Deloitte & Touche and have verified
those numbers against their regulatory filings and their recent
proxy statement.
-- (Savings breakdown)
o Layoffs
-- KCPL says there have to be layoffs. In fact, they are telling
their employees today that our offer means the loss of 500
jobs. That is wrong and it is wrong to employ such scare
tactics.
-- I commit to you, to our employees and to the KCPL employees
that no one will lose their job as a result of this
combination.
-- We promised no layoffs in the KG&E acquisition. We made good
on our promise.
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<PAGE> 5
-- Positions may be eliminated, but the people in those positions
will be offered jobs in the many growing parts of our company.
No individual will lose his or her job. . . period.
o Financial strength
-- It is odd KCPL questions the financial strength of combining
with an A-minus rating, while pursuing a merger with a much
lower BBB company.
-- The same Standard and Poor's report cited today by KCPL speaks
favorably on our merger with KCPL.
-- The same report also puts KCPL on a credit watch because of
negative implications of its merger with UtiliCorp.
-- Western Resources has not had to write off millions in bad
investments. UtiliCorp has written off $120 million since 1992
in poor investments.
o Business vision
-- Our vision works. We know and understand the markets we enter
and how to make long term growth out of these investments.
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<PAGE> 6
-- We have entered the changing marketplace thoughtfully and
successfully, with key investments focused on industries that
offer synergies and long term growth.
* Westar -- we are the largest marketer of wholesale power
in our region. We market gas in 13 states.
* Wing Group -- the premier developer of independent power
projects worldwide.
* ADT -- 24 percent interest in the nation's largest
provider of monitored home security.
-- This vision is not dependent on acquiring KCPL. But, it is in
the interest of shareholders, customers and employees not to
pass on this opportunity. We have a growth business plan
independent of this acquisition that has been consistently
effective. This acquisition complements our business plan.
o We are taking these facts in detail directly to the shareholders.
-- We are asking them to vote against the UtiliCorp plan. Unless
they vote against it, they will not be given the opportunity to
review our program and combine with Western Resources.
-- We don't take this lightly. If the numbers weren't there in
such a dramatic fashion, we would not be taking this step,
period.
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-- Our offer has better dividends for the shareholders, customers,
employees and community.
###
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SHARES OF KANSAS CITY POWER & LIGHT COMPANY ("KCPL")
COMMON STOCK HELD BY WESTERN RESOURCES, INC. ("WESTERN RESOURCES"),
ITS DIRECTORS AND EXECUTIVE OFFICERS AND CERTAIN EMPLOYEES, OTHER
REPRESENTATIVES OF WESTERN RESOURCES AND CERTAIN OTHER PERSONS WHO MAY
SOLICIT PROXIES, AND CERTAIN TRANSACTIONS BETWEEN ANY OF THEM AND KCPL
Western Resources may solicit proxies against the
KCPL/UtiliCorp Inc. merger. The participants in this solicitation may
include Western Resources, the directors of Western Resources (Frank J.
Becker, Gene A. Budig, C.Q. Chandler, Thomas R. Clevenger, John C. Dicus,
John E. Hayes, Jr., David H. Hughes, Russell W. Meyer, Jr., John H.
Robinson, Louis W. Smith, Susan M. Stanton, Kenneth J. Wagnon and David C.
Wittig), and the following executive officers and employees of Western
Resources or its subsidiaries: Steven L. Kitchen (E.V.P. and C.F.O.), Carl
M. Koupal, Jr. (E.V.P. and CAO), John K. Rosenberg (E.V.P. and G.C.), Jerry
D. Courington (Controller), James T. Clark (V.P., M.I.S.), William G.
Eliason (V.P.), Thomas L. Grennan (V.P.), Richard M. Haden (E.V.P.), Norman
E. Jackson (E.V.P.), James A. Martin (V.P.), Hans E. Mertens (V.P.), Carl
A. Ricketts (V.P.), David E. Roth (V.P.), Mark A. Ruelle (V.P.), Edward H.
Schaub (V.P.), Thomas E. Shea (Treasurer), Richard D. Terrill (Secretary),
William B. Moore (President, KGE), Steven A. Millstein (President, Westar
Consumer), Rita A. Sharpe (V.P., Westar Business), Kenneth T. Wymore
(President, Westar Business), C. Bob Cline (President, Westar Capital),
Fred M. Bryan (President, KPL), Roderick S. Donovan (V.P., Westar Gas
Marketing), Catherine A. Forbes, Hal L. Jensen, Lisa A. Walsh, Donald W.
Bartling, Michael L. Faler, Clyde R. Hill, Leroy P. Wages, David R. Phelps,
Wayne Kitchen, Glen A. Scott, Jr., Kelly B. Harrison, Marcus J. Ramirez,
Anita J. Hunt, Ira W. McKee, Jr., Michael D. Clark (Controller, Westar
Business), Doug J. Henry, Annette M. Beck, C.W. Underkofler, Carol E.
Deason, James N. Wishart, Gregory M. Wright, Richard D. Kready, Michel J.
Philipp, Greg A. Greenwood, Carolyn A. Starkey, Bruce A. Akin, James J.
Ludwig and Bruce R. Burns.
As of April 19, 1996, Western Resources had no security
holdings in KCPL. Robert L. Rives, a person who will solicit proxies, is
the beneficial owner of 500 shares of common stock, no par value, of KCPL
(the "KCPL Common Stock"). 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. Western Resources director C.Q.
Chandler is Chairman of the board of directors of INTRUST Financial
Corporation. INTRUST Bank, a subsidiary of INTRUST Financial Corporation,
holds in ten trust accounts an aggregate of 5,468 shares of KCPL Common
Stock. Wayne Kitchen is the beneficial owner of 400 shares of KCPL Common
Stock.
Other than as set forth, as of the date of this script, 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.
Although Salomon Brothers Inc, financial advisors to Western
Resources, do not admit that they or any of their directors, officers,
employees or affiliates are a "participant," as defined in Schedule 14A
promulgated under the Securities Exchange Act of 1934 by the Securities and
Exchange Commission, or that such Schedule 14A requires the disclosure of
certain information concerning Salomon Brothers Inc, Gregg S. Polle
(Managing Director), Arthur H. Tildesley, Jr. (Director), Terence G. Kawaja
(Vice President) and Anthony R. Whittemore (Associate), in each case of
Salomon Brothers Inc, may assist Western Resources in such a solicitation.
Salomon Brothers Inc engages in a full range of investment banking,
securities trading, market-making and brokerage services for institutional
and individual clients. In the normal course of their business, Salomon
Brothers Inc may trade securities of KCPL for their own account and the
account of their customers and, accordingly, may at any time hold a long or
short position in such securities. As of April 19, 1996, Salomon Brothers
Inc did not hold any securities of KCPL.
Except as disclosed above, to the knowledge of Western
Resources, none of Western Resources, the directors or executive officers
of Western Resources or the employees or other representatives of
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<PAGE> 9
Western Resources named above has any interest, direct or indirect, by
security holdings or otherwise, in KCPL.
A registration statement relating to the Western Resources
securities referred to in this script 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 script 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.
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Post or Distribute Immediately
Employee Update
April 22, 1996
Western Resources Disappointed by KCPL's Response,
Prepares to Solicit KCPL Shareholders
"We are extremely disappointed that we were not given an
opportunity to meet with the Kansas City Power & Light board to present our
offer," said John E. Hayes, Jr., Western Resources chairman of the board
and chief executive officer. Hayes made the statement in response to
today's announcement by the KCPL board of directors declining Western
Resources' merger offer.
"The terms of a Western Resources/KCPL merger are clearly
financially superior to those proposed by UtiliCorp. We are convinced that
given an opportunity to fully understand our offer, the KCPL board would
have concluded that it is depriving its shareholders of the benefits of a
better deal -- an increased dividend, a better price, and greater financial
strength for the future," said Hayes. "We continue to welcome the
opportunity to discuss our offer with KCPL's board."
The Western Resources board of directors met following the
action by KCPL and unanimously authorized the company to move forward with
a plan to combine the two companies.
"After a week of consideration, we thought KCPL's board would
recognize that the dollar opportunities for shareholders, customers,
employees and the community are simply too great to ignore," said Hayes.
"We must pursue all avenues to bring about a Western Resources/KCPL merger.
Therefore, we will go directly to KCPL shareholders and ask them to vote
against the proposed merger of UtiliCorp and KCPL."
Western Resources' proxy solicitation materials are being filed
today with the Securities and Exchange Commission (SEC) and will be mailed
shortly. Western Resources also is filing today exchange offer materials
with the SEC and intends to make its offer directly to shareholders of KCPL
as soon as its registration statement has been declared effective by the
SEC.
On April 14, Western Resources offered to merge with KCPL in a
tax-free transaction offering increased annual dividends for KCPL
shareholders, a premium over market price for KCPL common shares, earnings
improvement for Western Resources and KCPL shareholders, and lower rates
for customers, all without any employee layoffs.
"Our initial review of the KCPL board's decision to reject our
offer indicates a general lack of understanding on their part of both
Western Resources and our proposal. We will be responding in detail very
shortly," said Hayes. "We believe once KCPL shareholders review our
materials, they, too, will conclude that we're offering the better merger
for everyone involved."
continued on page 2
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SHARES OF KANSAS CITY POWER & LIGHT COMPANY ("KCPL")
COMMON STOCK HELD BY WESTERN RESOURCES, INC. ("WESTERN RESOURCES"),
ITS DIRECTORS AND EXECUTIVE OFFICERS AND CERTAIN EMPLOYEES, OTHER
REPRESENTATIVES OF WESTERN RESOURCES AND CERTAIN OTHER PERSONS WHO MAY
SOLICIT PROXIES, AND CERTAIN TRANSACTIONS BETWEEN ANY OF THEM AND KCPL
Western Resources may solicit proxies against the
KCPL/UtiliCorp Inc. merger. The participants in this solicitation may
include Western Resources, the directors of Western Resources (Frank J.
Becker, Gene A. Budig, C.Q. Chandler, Thomas R. Clevenger, John C. Dicus,
John E. Hayes, Jr., David H. Hughes, Russell W. Meyer, Jr., John H.
Robinson, Louis W. Smith, Susan M. Stanton, Kenneth J. Wagnon and David C.
Wittig), and the following executive officers and employees of Western
Resources or its subsidiaries: Steven L. Kitchen (E.V.P. and C.F.O.), Carl
M. Koupal, Jr. (E.V.P. and CAO), John K. Rosenberg (E.V.P. and G.C.), Jerry
D. Courington (Controller), James T. Clark (V.P., M.I.S.), William G.
Eliason (V.P.), Thomas L. Grennan (V.P.), Richard M. Haden (E.V.P.), Norman
E. Jackson (E.V.P.), James A. Martin (V.P.), Hans E. Mertens (V.P.), Carl
A. Ricketts (V.P.), David E. Roth (V.P.), Mark A. Ruelle (V.P.), Edward H.
Schaub (V.P.), Thomas E. Shea (Treasurer), Richard D. Terrill (Secretary),
William B. Moore (President, KGE), Steven A. Millstein (President, Westar
Consumer), Rita A. Sharpe (V.P., Westar Business), Kenneth T. Wymore
(President, Westar Business), C. Bob Cline (President, Westar Capital),
Fred M. Bryan (President, KPL), Roderick S. Donovan (V.P., Westar Gas
Marketing), Catherine A. Forbes, Hal L. Jensen, Lisa A. Walsh, Donald W.
Bartling, Michael L. Faler, Clyde R. Hill, Leroy P. Wages, David R. Phelps,
Wayne Kitchen, Glen A. Scott, Jr., Kelly B. Harrison, Marcus J. Ramirez,
Anita J. Hunt, Ira W. McKee, Jr., Michael D. Clark (Controller, Westar
Business), Doug J. Henry, Annette M. Beck, C.W. Underkofler, Carol E.
Deason, James N. Wishart, Gregory M. Wright, Richard D. Kready, Michel J.
Philipp, Greg A. Greenwood, Carolyn A. Starkey, Bruce A. Akin, James J.
Ludwig and Bruce R. Burns.
As of April 19, 1996, Western Resources had no security
holdings in KCPL. Robert L. Rives, a person who will solicit proxies, is
the beneficial owner of 500 shares of common stock, no par value, of KCPL
(the "KCPL Common Stock"). 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. Western Resources director C.Q.
Chandler is Chairman of the board of directors of INTRUST Financial
Corporation. INTRUST Bank, a subsidiary of INTRUST Financial Corporation,
holds in ten trust accounts an aggregate of 5,468 shares of KCPL Common
Stock. Wayne Kitchen is the beneficial owner of 400 shares of KCPL Common
Stock.
Other than as set forth, as of the date of this employee update,
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.
Although Salomon Brothers Inc, financial advisors to Western
Resources, do not admit that they or any of their directors, officers,
employees or affiliates are a "participant," as defined in Schedule 14A
promulgated under the Securities Exchange Act of 1934 by the Securities and
Exchange Commission, or that such Schedule 14A requires the disclosure of
certain information concerning Salomon Brothers Inc, Gregg S. Polle
(Managing Director), Arthur H. Tildesley, Jr. (Director), Terence G. Kawaja
(Vice President) and Anthony R. Whittemore (Associate), in each case of
Salomon Brothers Inc, may assist Western Resources in such a solicitation.
Salomon Brothers Inc engages in a full range of investment banking,
securities trading, market-making and brokerage services for institutional
and individual clients. In the normal course of their business, Salomon
Brothers Inc may trade securities of KCPL for their own account and the
account of their customers and, accordingly, may at any time hold a long or
short position in such securities. As of April 19, 1996, Salomon Brothers
Inc did not hold any securities of KCPL.
Except as disclosed above, to the knowledge of Western
Resources, none of Western Resources, the directors or executive officers
of Western Resources or the employees or other representatives of
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<PAGE> 12
Western Resources named above has any interest, direct or indirect, by
security holdings or otherwise, in KCPL.
A registration statement relating to the Western Resources
securities referred to in this employee update 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 employee update 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.
<PAGE>
<PAGE> 13
Tuesday, April 23, 1996 The Kansas City Star D-9
ATTENTION KCPL SHAREHOLDERS
OUR OFFER PAYS
BETTER DIVIDENDS.
Critical Our Offer: Their Offer:
Issues Western Resources UtiliCorp United
KCPL Shareholders' 23% increase in Dividend "at least in
Dividend dividend to $1.92 vs. the range" of the
$1.56.* current dividend.
$28.00 per share in No premium; stock for
Western Resources stock transfer.
stock, a 17% premium
over market.** Tax-free transaction
Tax-free transaction.
KCPL Customers' Rate reduction 30% Rates will be higher
Dividend better than Utilicorp than Western Resources'
plan. offer.
KCPL Employees' No layoffs. No commitments.
Dividend
Community Dividend Maintain KCPL/Western Current corporate
Resources' level of giving "substantially
civic and charitable comparable" for only 2
giving for 5 years. years.
Financial Strength Western Resources' bond UtiliCorp's bond rating
rating is A-. is BBB.
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 S.E.C.
Western Resources believes its offer is financially superior to the
proposed merger between UtiliCorp United and KCPL which you will be asked
to vote upon at the KCPL shareholders meeting on May 22, 1996. We intend
to solicit proxies from KCPL shareholders in opposition to the UtiliCorp
merger vote.
Vote AGAINST the UtiliCorp/KCPL merger.
Please look for our materials which will be mailed to you shortly.
Western Resources
*Based upon closing stock prices April 19, 1996, and Western Resources'
current annual dividend of $2.06 per share. ** Based upon closing stock
prices April 12, 1996, the last trading date prior to the public
announcement of Western Resources' offer.
<PAGE>
<PAGE> 14
SHARES OF KANSAS CITY POWER & LIGHT COMPANY ("KCPL")
COMMON STOCK HELD BY WESTERN RESOURCES, INC. ("WESTERN RESOURCES"),
ITS DIRECTORS AND EXECUTIVE OFFICERS AND CERTAIN EMPLOYEES, OTHER
REPRESENTATIVES OF WESTERN RESOURCES AND CERTAIN OTHER PERSONS WHO MAY
SOLICIT PROXIES, AND CERTAIN TRANSACTIONS BETWEEN ANY OF THEM AND KCPL
Western Resources may solicit proxies against the
KCPL/UtiliCorp Inc. merger. The participants in this solicitation may
include Western Resources, the directors of Western Resources (Frank J.
Becker, Gene A. Budig, C.Q. Chandler, Thomas R. Clevenger, John C. Dicus,
John E. Hayes, Jr., David H. Hughes, Russell W. Meyer, Jr., John H.
Robinson, Louis W. Smith, Susan M. Stanton, Kenneth J. Wagnon and David C.
Wittig), and the following executive officers and employees of Western
Resources or its subsidiaries: Steven L. Kitchen (E.V.P. and C.F.O.), Carl
M. Koupal, Jr. (E.V.P. and CAO), John K. Rosenberg (E.V.P. and G.C.), Jerry
D. Courington (Controller), James T. Clark (V.P., M.I.S.), William G.
Eliason (V.P.), Thomas L. Grennan (V.P.), Richard M. Haden (E.V.P.), Norman
E. Jackson (E.V.P.), James A. Martin (V.P.), Hans E. Mertens (V.P.), Carl
A. Ricketts (V.P.), David E. Roth (V.P.), Mark A. Ruelle (V.P.), Edward H.
Schaub (V.P.), Thomas E. Shea (Treasurer), Richard D. Terrill (Secretary),
William B. Moore (President, KGE), Steven A. Millstein (President, Westar
Consumer), Rita A. Sharpe (V.P., Westar Business), Kenneth T. Wymore
(President, Westar Business), C. Bob Cline (President, Westar Capital),
Fred M. Bryan (President, KPL), Roderick S. Donovan (V.P., Westar Gas
Marketing), Catherine A. Forbes, Hal L. Jensen, Lisa A. Walsh, Donald W.
Bartling, Michael L. Faler, Clyde R. Hill, Leroy P. Wages, David R. Phelps,
Wayne Kitchen, Glen A. Scott, Jr., Kelly B. Harrison, Marcus J. Ramirez,
Anita J. Hunt, Ira W. McKee, Jr., Michael D. Clark (Controller, Westar
Business), Doug J. Henry, Annette M. Beck, C.W. Underkofler, Carol E.
Deason, James N. Wishart, Gregory M. Wright, Richard D. Kready, Michel J.
Philipp, Greg A. Greenwood, Carolyn A. Starkey, Bruce A. Akin, James J.
Ludwig and Bruce R. Burns.
As of April 19, 1996, Western Resources had no security
holdings in KCPL. Robert L. Rives, a person who will solicit proxies, is
the beneficial owner of 500 shares of common stock, no par value, of KCPL
(the "KCPL Common Stock"). 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. Western Resources director C.Q.
Chandler is Chairman of the board of directors of INTRUST Financial
Corporation. INTRUST Bank, a subsidiary of INTRUST Financial Corporation,
holds in ten trust accounts an aggregate of 5,468 shares of KCPL Common
Stock. Wayne Kitchen is the beneficial owner of 400 shares of KCPL Common
Stock.
Other than as set forth, as of the date of this advertisement,
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.
Although Salomon Brothers Inc, financial advisors to Western
Resources, do not admit that they or any of their directors, officers,
employees or affiliates are a "participant," as defined in Schedule 14A
promulgated under the Securities Exchange Act of 1934 by the Securities and
Exchange Commission, or that such Schedule 14A requires the disclosure of
certain information concerning Salomon Brothers Inc, Gregg S. Polle
(Managing Director), Arthur H. Tildesley, Jr. (Director), Terence G. Kawaja
(Vice President) and Anthony R. Whittemore (Associate), in each case of
Salomon Brothers Inc, may assist Western Resources in such a solicitation.
Salomon Brothers Inc engages in a full range of investment banking,
securities trading, market-making and brokerage services for institutional
and individual clients. In the normal course of their business, Salomon
Brothers Inc may trade securities of KCPL for their own account and the
account of their customers and, accordingly, may at any time hold a long or
short position in such securities. As of April 19, 1996, Salomon Brothers
Inc did not hold any securities of KCPL.
Except as disclosed above, to the knowledge of Western
Resources, none of Western Resources, the directors or executive officers
of Western Resources or the employees or other representatives of
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<PAGE> 15
Western Resources named above has any interest, direct or indirect, by
security holdings or otherwise, in KCPL.
A registration statement relating to the Western Resources
securities referred to in this advertisement 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 advertisement 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.
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Post or Distribute Immediately
Employee Update
April 23, 1996
To address questions frequently asked by Western Resources employees, an
employee telephone line-STARLINE- has been implemented. Employees are
encouraged to call 1-800-621-4282 or, from your work location, call 913-
575-8180. Please leave your name and location for the fastest reply. The
following questions and answers summarize the recent activities of
STARLINE:
Q: Why do you believe the KCPL board of directors rejected your offer?
You've said it's superior. Why didn't they endorse it?
A: Unfortunately, we were not given an opportunity to sit down with the
KCPL board of directors and explain the benefits of our offer. We continue
to believe that if we'd been given that chance, KCPL would have found our
offer financially superior.
Q: Western Resources if filing both proxy material and exchange material.
Can you explain what exchange material is and how KCPL shareowners should
respond?
A: The proxy material that will be sent to KCPL shareowners within the
next seven to 10 days urges KCPL shareowners to vote AGAINST a
UtiliCorp/KCPL merger. The subsequent exchange material -- which should be
mailed within the next 30 to 60 days, pending SEC approval -- will explain
the details and the benefits of a Wester Resources/KCPL merger, and request
that KCPL shareowners "exchange" their KCPL shares in a tax-free, stock-
for-stock swap with Western Resources stock. At this time, KCPL
shareholders are not being asked to take any action on the exchange offer.
Q: If I'm a KCPL shareholder and I've already sent my proxy in with a FOR
vote, how do I cancel my vote now that I know Western Resources has put a
better merger offer on the table?
A: The only way to have a chance to consider a Western Resources/KCPL
merger is to vote AGAINST a UtiliCorp/KCPL merger. If shareholders already
have voted FOR the UtiliCorp/KCPL merger, all shareholders need to do is
vote AGAINST the UtiliCorp/KCPL merger with the new proxy card in the proxy
information Western Resources will be sending in the next seven to 10 days.
The proxy with the most recent date is all that matters.
Q: Can you discuss Western Resources' business strategy? How does it
complement KCPL and benefit all shareowners.
A: Western Resources is the same kind of energy company in which KCPL
shareowners invested. We are strong on operations, strong on cost control,
and we provide excellent customer service with a healthy mix of thoughtful,
controlled growth. We're getting ready for market place changes the right
way. If you like KCPL, you'll love Western Resources.
Q: We've noticed there is a lot of legal terminology attached to the
Employee Update, news releases, and documents on our Internet site. Can
you explain what this is and what it means?
A: The legal terminology is called a "legend." Because Western Resources
is in a period of soliciting KCPL proxies, or asking KCPL shareholders to
vote AGAINST the proposed Utilicorp/KCPL merger, we must attach a "legend"
to all public documents. The legend lists the identity of the participants
in our solicitation and a description of their interest and/or their
holdings of KCPL stock. Yesterday, we filed our proxy and exchange offer
materials with the SEC. Once the SEC grants us permission to proceed,
which is expected in the next seven to 10 days, the legend will no longer
be attached to public documents.
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SHARES OF KANSAS CITY POWER & LIGHT COMPANY ("KCPL")
COMMON STOCK HELD BY WESTERN RESOURCES, INC. ("WESTERN RESOURCES"),
ITS DIRECTORS AND EXECUTIVE OFFICERS AND CERTAIN EMPLOYEES, OTHER
REPRESENTATIVES OF WESTERN RESOURCES AND CERTAIN OTHER PERSONS WHO MAY
SOLICIT PROXIES, AND CERTAIN TRANSACTIONS BETWEEN ANY OF THEM AND KCPL
Western Resources may solicit proxies against the
KCPL/UtiliCorp Inc. merger. The participants in this solicitation may
include Western Resources, the directors of Western Resources (Frank J.
Becker, Gene A. Budig, C.Q. Chandler, Thomas R. Clevenger, John C. Dicus,
John E. Hayes, Jr., David H. Hughes, Russell W. Meyer, Jr., John H.
Robinson, Louis W. Smith, Susan M. Stanton, Kenneth J. Wagnon and David C.
Wittig), and the following executive officers and employees of Western
Resources or its subsidiaries: Steven L. Kitchen (E.V.P. and C.F.O.), Carl
M. Koupal, Jr. (E.V.P. and CAO), John K. Rosenberg (E.V.P. and G.C.), Jerry
D. Courington (Controller), James T. Clark (V.P., M.I.S.), William G.
Eliason (V.P.), Thomas L. Grennan (V.P.), Richard M. Haden (E.V.P.), Norman
E. Jackson (E.V.P.), James A. Martin (V.P.), Hans E. Mertens (V.P.), Carl
A. Ricketts (V.P.), David E. Roth (V.P.), Mark A. Ruelle (V.P.), Edward H.
Schaub (V.P.), Thomas E. Shea (Treasurer), Richard D. Terrill (Secretary),
William B. Moore (President, KGE), Steven A. Millstein (President, Westar
Consumer), Rita A. Sharpe (V.P., Westar Business), Kenneth T. Wymore
(President, Westar Business), C. Bob Cline (President, Westar Capital),
Fred M. Bryan (President, KPL), Roderick S. Donovan (V.P., Westar Gas
Marketing), Catherine A. Forbes, Hal L. Jensen, Lisa A. Walsh, Donald W.
Bartling, Michael L. Faler, Clyde R. Hill, Leroy P. Wages, David R. Phelps,
Wayne Kitchen, Glen A. Scott, Jr., Kelly B. Harrison, Marcus J. Ramirez,
Anita J. Hunt, Ira W. McKee, Jr., Michael D. Clark (Controller, Westar
Business), Doug J. Henry, Annette M. Beck, C.W. Underkofler, Carol E.
Deason, James N. Wishart, Gregory M. Wright, Richard D. Kready, Michel J.
Philipp, Greg A. Greenwood, Carolyn A. Starkey, Bruce A. Akin, James J.
Ludwig and Bruce R. Burns.
As of April 19, 1996, Western Resources had no security
holdings in KCPL. Robert L. Rives, a person who will solicit proxies, is
the beneficial owner of 500 shares of common stock, no par value, of KCPL
(the "KCPL Common Stock"). 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. Western Resources director C.Q.
Chandler is Chairman of the board of directors of INTRUST Financial
Corporation. INTRUST Bank, a subsidiary of INTRUST Financial Corporation,
holds in ten trust accounts an aggregate of 5,468 shares of KCPL Common
Stock. Wayne Kitchen is the beneficial owner of 400 shares of KCPL Common
Stock.
Other than as set forth, as of the date of this employee update,
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.
Although Salomon Brothers Inc, financial advisors to Western
Resources, do not admit that they or any of their directors, officers,
employees or affiliates are a "participant," as defined in Schedule 14A
promulgated under the Securities Exchange Act of 1934 by the Securities and
Exchange Commission, or that such Schedule 14A requires the disclosure of
certain information concerning Salomon Brothers Inc, Gregg S. Polle
(Managing Director), Arthur H. Tildesley, Jr. (Director), Terence G. Kawaja
(Vice President) and Anthony R. Whittemore (Associate), in each case of
Salomon Brothers Inc, may assist Western Resources in such a solicitation.
Salomon Brothers Inc engages in a full range of investment banking,
securities trading, market-making and brokerage services for institutional
and individual clients. In the normal course of their business, Salomon
Brothers Inc may trade securities of KCPL for their own account and the
account of their customers and, accordingly, may at any time hold a long or
short position in such securities. As of April 19, 1996, Salomon Brothers
Inc did not hold any securities of KCPL.
Except as disclosed above, to the knowledge of Western
Resources, none of Western Resources, the directors or executive officers
of Western Resources or the employees or other representatives of
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<PAGE> 18
Western Resources named above has any interest, direct or indirect, by
security holdings or otherwise, in KCPL.
A registration statement relating to the Western Resources
securities referred to in this employee update 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 employee update 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.
