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
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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:
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3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:*
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4) Proposed maximum aggregate value of transaction:
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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
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1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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/x/ Filing fee paid with preliminary filing.
The folloing advertisement was run in the Wall Street Journal National, Topeka
Capital-Journal, Kansas City Star, Wichita Eagle, St. Petersburg Times, and
Arizona Republic on July 22, 1996.
ATTENTION KCPL SHAREOWNERS:
WHEN WAS THE LAST TIME YOU GOT A 191% PAY RAISE?
That's the amount of pay raise KCPL Chairman Drue Jennings could get if his
proposed merger with UtiliCorp goes through.* His compensation will be as
high as $1,670,000. And his salary can never be reduced.
If Mr. Jennings leaves KCPL following the merger, his employment contract
could provide him with a severance payment up to $8,350,000...plus benefits.
Now ask yourself why KCPL management refuses to accept Western Resources'
offer of $31 per share** and a projected dividend up to 27% higher than the
projected UtiliCorp/KCPL dividend of $1.85*** even though every independent
market analyst who has published an opinion says that the Western Resources
offer is best for shareowners.
That's not all!
KCPL also ways you to approve an executive stock plan, which sets aside more
than $240,000,000 worth of stock for UtiliCorp/KCPL senior executives, based
on the July 18, 1996, KCPL closing stock price. A senior executive can get up
to $16,000,000 worth (600,000 shares) of stock per year.
They are also asking for an executive bonus plan that allows cash bonuses to
senior executives of up to $3,000,000 per person per year.
NOW...Ask yourself why two out of the three issues KCPL shareowners are voting
on concern management compensation.
WHO REALLY BENEFITS?
Vote AGAINST the Proposed Merger With UtiliCorp. Vote No On The GOLD PROXY
CARD.
[logo]
Western Resources
If you have any questions on our offer, call Georgeson & Company, assisting us
at 1-800-223-2064, or access our web site at http://www.wstnres.com.
*According to the KCPL proxy statement, Mr. Jennings could receive total
compensation up to $1,670,000, which is almost triple his 1995 compensation of
$573,700.
**Assuming Western Resources' average share price is between $28.18 and $33.23
at the time of closing.
***Based on Western Resources' projected post-merger 1998 annual dividend rate
of $2.14 per share and the exchange ratio in Western Resources' offer.
This advertisement is neither an offer to exchange nor a solicitation of an
offer to exchange shares of common stock of KCPL. Such offer is made solely
by the Prospectus dated July 3, 1996, and the related Letter of Transmittal,
and is not being made to, nor will tenders be accepted from or on behalf of,
holders of shares of common stock of KCPL in any jurisdiction in which the
making of such offer or the acceptance thereof would not be in compliance with
the laws of such jurisdiction. In any jurisdictions where securities, blue
sky or other laws require such offer to be made by a licensed broker or
dealer, such offer shall be deemed to be made on behalf of Western Resources,
Inc. by Salomon Brothers Inc. or one or more registered brokers or dealers
licensed under the laws of such jurisdiction.
