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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)
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The following press release and employee update was released on June 25, 1996:
HAYES DECLARES WESTERN RESOURCES WILL PROCEED
WITH KCPL MERGER OFFER DESPITE REJECTION BY JENNINGS
KCPL CORRESPONDENCE SAYS NOTHING NEW,
ASSUMPTIONS MADE WITHOUT BENEFIT OF MEETINGS
TOPEKA, Kansas, June 25, 1996 -- Western Resources will go forward with its
merger offer to Kansas City Power & Light Company (KCPL) despite today's
rejection letter.
"Frankly, we are appalled that Drue Jennings and his board of directors
rejected what we truly believe is a vastly superior offer without even
accepting our invitation to discuss the details," said John E. Hayes, Jr.,
Western Resources chairman of the board and chief executive officer. "It
appears to us this latest move by KCPL is motivated by management entrenchment
and disregards the shareholder value our offer of $31 provides.
"Their response is nothing different than what they said after our original
proposal. It is as if they haven't even read our new proposal. Rejecting our
latest offer out of hand -- without benefit of discussions -- is, in my
opinion, irresponsible. Further, based on a June 19 letter from Jennings to
KCPL shareholders, in which management urged KCPL shareowners to throw away
our proxy cards, it is clear our offer was never considered seriously by KCPL
management. KCPL should listen to its shareholders who want better value and
the strength our combined companies provide. This ill-considered rejection
leaves us no choice other than to carry our message directly to the true
owners of KCPL -- the KCPL shareowners -- and that is exactly what we intend
to do," said Hayes.
Hayes reiterated that the message to KCPL shareowners is a simple and
compelling one of superior value, both in immediate return and in the long
run. The revised merger offer provides:
KCPL shareowners would receive $31 in Western Resources common stock in
exchange for each share of KCPL stock with a minimum exchange rate of at least
.933 and as much as 1.1 in Western Resources shares.
The new price represents a 30 percent premium over KCPL's closing price of
April 12, 1996, the last trading day prior to the announcement of the original
offer.
Under the new offer, KCPL shareowners would, following the merger, receive a
dividend of between $2.00 and $2.35 per KCPL share based on Western Resources'
projected 1998 dividend.
"The reaction of utility analysts and the owners of millions of KCPL shares
has been overwhelmingly supportive of our new offer," said Hayes. "We believe
other KCPL shareowners will react in the same positive way when they are
informed of the details of our offer.
"It is the KCPL shareowners -- not Drue Jennings -- who are the true owners of
KCPL. As soon as our exchange offer is declared effective by the Securities
and Exchange Commission, we will formally ask the shareowners to tender their
shares to us to make this combination a reality."
Western Resources (NYSE:WR) is a diversified energy company. Its utilities,
KPL and KGE, operating in Kansas and Oklahoma, provide natural gas service to
approximately 650,000 customers and electric service to approximately 600,000
customers. Through its subsidiaries, Westar Business Services, Westar Consumer
Services, Westar Capital, and The Wing Group, energy-related products and
services are developed and marketed in the continental U.S., and offshore.
For more information about Western Resources and its operating companies,
visit us on the Internet at http://www.wstnres.com.
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 sale.
