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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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 letter is being sent to KCPL Institutional Shareholders on May
16, 1996:
May 16, 1996
To KCPL Institutional Shareholders,
KCPL management has told you a Western Resources merger "can't be done."
KCPL is wrong. What it is telling you in order to win votes for its proposed
merger with UtiliCorp is not the whole story. Western Resources' offer is real
and achievable. You have asked for more information on this issue, and we want
you to have it.
Tender of shares--KCPL says Western Resources is unlikely to achieve the
90% share tender set as a condition to our planned exchange offer, because of
the "hostile" nature of the offer. It hasn't told you that in 1990 it made a
hostile tender offer for KG&E shares on the same condition. Its own financial
advisor in that offer (and UtiliCorp's current advisor), Donaldson, Lufkin &
Jenrette, testified of the KCPL hostile offer that "substantially all
acquisition transactions which start out as unsolicited tender offers
ultimately become negotiated transactions," and that it was "entirely possible
that more than 90% of KG&E's outstanding common and preferred shares will be
tendered into KCPL's tender offer, even if the parties have not entered into a
negotiated transaction at the time the tender offer is consummated." They even
said that statements to the contrary were "misleading and distorted the
likelihood of a successful acquisition of KG&E by KCPL."
The 90% tender condition is designed simply to make possible a short form
merger after completion of the exchange. Even without a 90% tender a friendly
merger can be negotiated with the KCPL board once a majority of the
shareholders has shown a desire to complete the transaction.
<page1>
Missouri Business Combination Law--KCPL questions Western Resources'
ability to complete a merger in view of the requirement under Missouri law to
obtain board of directors approval, since KCPL has already rejected the April
14, 1996, offer. Again, KCPL leaves out several important points. First, the
KCPL board must consider Western Resources' exchange offer after it is formally
commenced. This is a requirement of Federal Securities Law. Second, if the
KCPL shareholders recognize the value of the Western Resources offer, and the
KCPL board remains intransigent, then a new board more friendly to the
transaction can be elected well within the time it normally takes to complete a
utility industry merger. Ultimately, the choice will be up to a majority of
the shareholders, not to the less than 1% of shares represented on the current
KCPL board.
Regulatory plan--KCPL says Western Resources' plan to allocate merger
benefits through higher dividends and substantially reduced rates is
unrealistic because Western Resources is under a Kansas Corporation Commission
order to share its cost savings from the Kansas Gas and Electric merger 50/50
with its customers. This is false. The KCC order allows Western Resources to
retain $312 million in merger savings on an amortized basis before sharing any
savings with customers. After the annual amortization amount, the remainder is
shared with customers. The result is very similar to the current proposal.
KCPL also fails to mention it is proposing to pass on to customers about the
same proportion of its merger savings, which are projected to be far less than
those forecast by Western Resources.
Regulatory timetable--KCPL claims it has a time advantage at the
regulatory agencies. It fails to compare the number of approvals UtiliCorp
will require--seven states and three foreign countries--to the two states that
must review Western Resources proposal. Nor does it mention that regulators in
Kansas and Missouri, where both companies need approval, have been asked to
consider what Western Resources believes to be the superior benefits to the
public of its proposal when making their decisions. Given these factors,
Western Resources believes the UtiliCorp/KCPL proposal has no time advantage in
gaining the required approvals.
<page2>
Conditions to merger--KCPL points to a number of customary conditions in
the preliminary prospectus filed by Western Resources as evidence of the
conditional nature of our offer. It doesn't acknowledge that most of the same
conditions exist in its agreement with UtiliCorp, even after the shareholder
vote. Western Resources is very serious about completing this transaction for
a simple reason: In our view it creates greater value for everyone concerned,
including shareholders, customers, employees and communities served.
Western Resources intends to extend its tender offer to the KCPL
shareholders as soon as the SEC declares effective its registration statement
containing the offer. Western Resources believes its offer is clearly
financially superior, with a better price and substantially higher dividend for
KCPL shareholders than offered in the UtiliCorp proposal. Institutional
Shareholder Services considered all these questions in its newly issued Proxy
Analysis: Kansas City Power & Light Co., and recommended rejection of the
UtiliCorp/KCPL transaction.
There is only one way you can preserve your ability to consider the
Western Resources offer. You must vote AGAINST the UtiliCorp/KCPL merger.
Please sign, date, and return the BLUE proxy card today.
Thank you.
Sincerely,
/s/ John E. Hayes, Jr.
John E. Hayes, Jr.
Chairman of the Board and Chief Executive Officer
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 this letter 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 letter 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.
<page3>
The following Employee Update is being released on May 16, 1996:
Employees are encouraged to call Starline with questions or comments
about the proposed merger with KCPL or other company issues. You may
call the Starline by dialing 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 with answers are a
compilation of those received recently on Starline:
Q. Assuming KCPL shareowners vote against the UtiliCorp/KCPL merger,
what is the next step?
A. If KCPL shareowners vote against the UtiliCorp/KCPL merger, Western
Resources will send them our exchange offer materials as soon as our
registration statement is declared effective by the Securities and
Exchange Commission. In order to have the opportunity to consider our
exchange offer, KCPL shareowners must vote against the proposed
UtiliCorp/KCPL merger.
Q. Who will count the KCPL proxy votes?
A. KCPL has hired D. F. King & Co., Inc. to solicit their proxy votes.
Western Resources has hired Georgeson and Company, Inc. to solicit its
proxy votes. Typically in such proxy contests, an independent
inspector of elections is appointed to count the votes.
Q. Will the merger erode Western Resources' financial prospects?
A. Quite the contrary, a merger between Western Resources and KCPL
should enhance Western Resources' financial prospects. We believe the
merged company will be stronger financially, have an improved bond
rating, and have a larger customer base. With expected merger savings
of more than $1 billion, we believe the union will have a positive
effect on the value of Western Resources.
Q. How does the exchange offer affect Western Resources' credit
rating?
A. The company has been placed on what is called "CreditWatch" by the
major bond rating companies: Standard & Poors, Fitch and Moody's.
This means they will follow our financial details closely to see if
there is any need to modify our current credit ratings. This action
is not unusual when there is an exchange offer in progress.
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
state.
<page4>
The following information is filed pursuant to Rule 14a-6 and is being provided
to shareholders of Kansas City Power & Light Company beginning May 16, 1996.
Protect your right to choose!
Only one offer brings
the highest value!
You need to know
The right choice...
[logo]
A guide to the
Western Resources/KCPL
Merger Proposal
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 state.
Western Resources (r)
<page5>
If you agree that Western Resources' offer is
financially superior...
If you want the right to choose Western Resources'
offer...
Then you must vote AGAINST the
UtiliCorp/KCPL deal.
<page6>
Dear KCPL Shareholder:
Our offer is direct and to the point. We will pay a higher dividend. We will
pay a premium to the market selling price for KCPL stock. We also will reduce
the rates of KCPL customers more than UtiliCorp proposes. We will have no
layoffs. We will continue the joint level of civic and charitable giving of
Western Resources and KCPL.
If you want to protect your right to choose Western Resources' offer to merge
with KCPL, you must vote against the UtiliCorp proposal before May 22.
Your right to evaluate our offer will be lost if the current UtiliCorp proposal
is approved. The KCPL board decided not to give you the right to consider our
offer. Western Resources believes you should have the right to choose.
The booklet contains an overview of Western Resources' offer to combine with
Kansas City Power & Light. We believe our offer is a financially superior plan
and creates a new company with the management and vision to compete in the
changing energy marketplace. You should have already received our proxy
materials with more details.
The choice to accept our reject our offer is yours. But, unless you vote
against the current UtiliCorp proposal, that choice will be taken away from
you.
To compare the proposals, we've provided a series of charts on the following
pages. We believe when you see all the facts, you will agree with us that a
Western Resources/KCPL combination is a smarter approach and has tremendous
immediate and long-term benefits.
On the inside back page of this booklet is a very simple step-by-step process
you can follow to vote your shares to give you the option of accepting our
offer. We have already mailed to you our proxy statement and a copy of our
preliminary prospectus, which you should consult for the details of our offer.
If you have questions, please call toll-free at 1-800-223-2064.
We look forward to working with you as part of this exciting new company.
/s/ J E Hayes Jr.
John E. Hayes, Jr.
[logo]Chairman and Chief Executive Officer
<page7>
Our Offer
"Despite the recently announced increase in the dividend under a proposed
(UtiliCorp/KCPL) combination, we believe that the unsolicited merger proposal
presented by Western Resources offers a superior value to (KCPL's) shareholder
compared to the proposed merger with UtiliCorp United..."
[logo] Gregory B. Enholm
Utility Analyst
Redwood Securities Group
May 7, 1996
<page8>
Dividends to KCPL Shareholders
Our Offer: Their Proposal:
Western Resources UtiliCorp United
o 29% dividend increase too Finally disclosed an
$2.02 projected for "intention to recommend"
transaction closing in an 18% dividend increase
1997. Range of projected for 1997 after failing to
dividend is at all times give a dividend projection
higher than UtiliCorp for the last three months**
deal.*
o $28.00 per share in o No premium
Western Resources stock,
a 17% premium over
market***
o Significant earnings o Minimal earnings
improvement from improvement
day one****
o Tax-free transaction o Tax-free transaction
*Based upon closing stock prices May 8, 1996. Dividend increases projected for
KCPL shareholders are based upon projections included in Western Resources'
preliminary prospectus filed with the Securities and Exchange Commission and
assuming the Western Resources/KCPL merger closes in late 1997 and is based
upon KCPL's current annual dividend of $1.56 per share.
** KCPL News Release, May 6, 1996
***Based upon closing stock prices April 12, 1996, the last trading day prior
to the public announcement of Western Resources' offer.
****Based upon Western Resources' financial projections included in the Western
Resources preliminary prospectus filed with the SEC.
<page9>
Dividends to Customers
Our Offer: Their Proposal:
Western Resources UtiliCorp United
o KCPL rates decrease o KCPL rates decrease only
$21 million per year $16 million per year
(30 percent better than
UtiliCorp's plan, 10%
below current national
average)
o Five-year rate freeze o Five year rate freeze
o KGE rates drop to
10% below current
national average
within 10 years
<page10>
Dividends to KCPL Employees
Our Offer: Their Proposal:
Western Resources UtiliCorp United
o No layoffs, period o No commitments
<page11>
Dividends to
Greater Kansas City Community
Our Offer: Their Proposal:
Western Resources UtiliCorp United
o Maintain Western o Corporate giving "substan-
Resources/KCPL level tially comparable" to
of civic and charitable current levels for only
giving for at least two years
five years
o KCPL remains headquar-
tered in Kansas City, Mo.
o Relocation of a rapidly
growing business unit to
Kansas City
o Enhanced bi-state economic
development
<page12>
Financial Strength
Our Offer: Their Proposal:
Western Resources UtiliCorp United
o Western Resources' o UtiliCorp's bond
bond rating is A- rating is BBB
"UtiliCorp (UCU) carries the most downside for KLT (KCPL). We anticipate a
BBB+ rating under this scenario because:
(1) UCU (UtiliCorp) has weaker financials;
(2) proposes a 'single' company structure;
(3) has fewer operating synergies."
[logo] Dan Scotto
Wall Street Utility Analyst
Bear, Stearns & Co., Inc.
April 15, 1996
<page13>
The Savings
o Western Resources/KCPL combination is projected to save $400 million more
than projected in the UtiliCorp proposal.
o Western Resources' numbers were developed with the assistance of Deloitte
& Touche Consulting Group, the firm which accurately assessed the savings
amount in the KPL/Kansas Gas & Electric merger. Deloitte & Touche has
assisted in similar savings analyses in 13 of the last 16 announced
utility mergers.
o Western Resources' savings are supported in detailed documents, which have
been publicly filed with regulatory agencies.
<page14>
Why does Western Resources'
offer create more savings than
the UtiliCorp proposal?
o UtiliCorp's far-flung operations (including British Columbia, Australia
and New Zealand) provide much less opportunity for savings and make it
more difficult to achieve savings.
o Western Resources is a bigger company than UtiliCorp
o Western Resources' electric operations are all adjacent to and
interconnected with KCPL.
o Western Resources shares more than $2 billion in assets and almost 100,000
customers with KCPL.
o Western Resources has demonstrated the ability to make energy mergers
work.
<page15>
Our Record
"Western Resources has a proven track record of successfully working through
utility mergers in the recent past in a way that creates shareholder value and
benefits for ratepayers. Because of this, we have a great deal of confidence
that the management can accomplish similar success in a merger with (KCPL)."
[logo] Barry M. Abramson
Wall Street Utility Analyst
Prudential Securities
May 7, 1996
<page16>
Financial Strength and Stability
o Western Resources has paid dividends every year since its founding in 1924
and dividends have been increased every year since 1976.
o Since 1992, Western Resources has delivered total returns to shareholders
(through stock price appreciation and dividends) nearly 50 percent greater
than has UtiliCorp. (Based on 1992-1995 Western Resources and UtiliCorp
annual reports.)
o Western Resources is 41 percent larger by assets than UtiliCorp. (Based
on 1995 Western Resources and UtiliCorp annual reports.)
<page17>
UtiliCorp's Poor Track Record
o Since 1992, UtiliCorp has had to write off more than $120 million in bad
investments. (Based on 1993-1995 UtiliCorp annual reports.)
o UtiliCorp has invested almost half of its assets (nearly $1.8 billion) in
"energy-related and other" assets, which have produced only a poor 1.6
percent return on investment. (See page 54, 1995 UtiliCorp annual
report.)
o UtiliCorp's bond rating is BBB.
<page18>
Promises Made, Promises Kept
Western Resources' 1992 merger with Kansas Gas & Electric:
o $32 million in customer rebates.
Promised and delivered!
o No layoffs of KGE employees.
Promised and delivered!
o Millions of dollars in savings.
Promised and delivered!
o KGE headquarters to remain in Wichita.
Promised and delivered!
<page19>
Western Resources:
Corporate Stewardship
o Since 1992, Western Resources has received 12 major awards for its
environmental programs.
o Western Resources is committed to preserving the environment. We are an
industry leader in technologies to make power plants "cleaner"; we help
our customers use energy wisely; and we have an employee-directed "Green
Team" that recommends policies and projects to improve our facilities and
the environment in the areas we serve.
o Through the Western Resources Foundation, we make financial contributions
to programs benefiting children, the elderly and the environment.
o Western Resources is one of the major area firms contributing to the
Royals Succession Plan, which keeps major league baseball in Kansas City.
o Western Resources employees volunteer in their communities. We take an
active role in United Way programs, the March of Dimes, local Chamber
activities and other worthwhile causes.
o Through Project DESERVE, Western Resources provides emergency energy-
related bill payment assistance to elderly and disabled persons.
o Western Resources helps "take a bite out of crime" through the vigilance
of our employees within the neighborhoods we serve. Our McGruff Truck
program trains employees to watch for and report problems. Company radio-
equipped vehicles also serve as safe havens for those waiting for
authorities or needing assistance in emergency situations.
<page19>
Our Vision
Western Resources' vision is to be the leading provider of energy and energy-
related services in America, while providing superior, sustained shareholder
value.
Western Resources is accomplishing this vision by:
o Building a strong core business by having competitive prices, high quality
service and strong management;
o Developing a significant regional presence by being the leading electric
wholesaler and having border-to-border natural gas marketing;
o Growing our national reach by marketing energy-related services through a
national brand name;
o Growing our international reach through access to selective profitable and
growing overseas markets.
The foundation for this balanced approach is a policy of only growing through
transactions which increase both near-term and long-term value.
<page20>
Our Vision Realized
Our vision is not idle dreaming; it has resulted in profitable actions that
have increased value to our shareholders from the beginning, while increasing
our customer base, building our product and service portfolio and providing
innovative energy solutions.
o In 1996, Western Resources acquired The Wing Group, the world's premier
developer of international power projects, giving Western Resources new
access to unregulated markets.
o Western Resources has become the largest shareholder in ADT Limited, the
nation's largest provider of monitored security services, an investment
designed to expand our national reach of unregulated services.
o To prepare its employees for the changing energy industry, Western
Resources instituted an innovative program called Project BLUEPRINT in
1994. The program engages employees in changing the traditional ways we
think about business, while enhancing customer service with multiple
products and services.
<page21>
Our Vision Respected
"We regard Western Resources' management among the most innovative in the
industry, a characteristic that will become increasingly important as the
industry becomes more competitive."
[logo] Edward Tirello
Wall Street Utility Analyst
NatWest Securities
December 22, 1995
<page22>
What you need to do
"We are taking these facts in detail directly to the KCPL 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.
Our offer has better dividends-for the shareholders, customers, employees and
communities."
[logo] John E. Hayes, Jr.
Chairman and
Chief Executive Officer
April 22, 1996
Kansas City, Mo., News Conference
<page23>
If you agree that Western Resources' offer is financially superior...
If you want the right to choose Western Resources' offer...
Then you must vote AGAINST the UtiliCorp/KCPL deal.
<page24>
If you have not yet voted, protect
your right to choose...
Vote Western Resources' Blue proxy card "AGAINST" the proposed UtiliCorp/KCPL
merger.
If you have already voted for the UtiliCorp proposal, you have the right to
change your vote in order to consider the Western Resources offer. Please...
Vote the Western Resources Blue proxy card "AGAINST" the proposed
UtiliCorp/KCPL merger.
Only your most recently dated proxy card will count.
If you have questions, call
Georgeson & Company, who is assisting us, at toll-free:
1-800-223-2064.
[logo] P.O. Box 889, Topeka, Kansas 66601-0889
Western Resources http://www.wstnres.com
<page25>
