KANSAS CITY POWER & LIGHT CO
DEFA14A, 1996-08-09
ELECTRIC SERVICES
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                    SCHEDULE 14A INFORMATION
        PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
                 SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant  [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ]  Preliminary Proxy Statement
[ ]  Confidential, for Use of the Commission Only (as permitted
     by Rule 14a-6(e)(2))

[ ]  Definitive Proxy Statement
[X]  Definitive Additional Materials
[ ]  Soliciting Material Pursuant to Rule 240.14a-11(c) or Rule
     240.14a-12

                KANSAS CITY POWER & LIGHT COMPANY
        (NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Payment of Filing Fee (Check the appropriate box):

[ ]  $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
     14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.

[ ]  $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:

                              ####
                                

<PAGE>



[Advertisement appearing in newspapers commencing August 9,
1996]


ATTENTION [KCPL logo] SHAREHOLDERS:

             THE PROBLEM WITH WESTERN RESOURCES
             CAN BE SUMMED UP IN JUST TWO LINES
                              
               1996 Stock Trading Performance
  Indexed To Day Before KCPL/UtiliCorp Merger Announcement

[GRAPH]

      Month Ending       S&P Utilities Index     Western Resources

          19-Jan              100.00%                 100.00%
          Jan                 101.50%                  97.47%
          Feb                  97.11%                  92.42%
          Mar                  94.75%                  88.09%
          Apr                  95.41%                  85.92%
          May                  94.79%                  84.84%
          June                 98.35%                  86.28%
          July                 91.74%                  82.67%
          2-Aug                94.33%                  83.03%

   WESTERN RESOURCES' HOSTILE OFFER JUST DOESN'T ADD UP TO
                           VALUE.
                              
We have carefully reviewed the terms of Western's proposed
rate reduction settlement, and we believe it will impact
Western's future earnings.

Western's proposed rate settlement results in the loss of
more than $300 million in revenue.  We believe this will
impact on Western's ability to pay dividends at its promised
rate.  Western would be required to use in 1998 more than
90% of its earnings to cover dividend payments.

After all these months, Western still has not provided KCPL
shareholders with an effective response to our very real
concerns about Western's overstated merger-related savings
assumptions.

There is NO ASSURANCE that Western's hostile exchange offer
- -- which has been unanimously rejected by your Board -- will
EVER BE COMPLETED.

A FAILURE to approve the KCPL/UtiliCorp merger would DEPRIVE
you of its potential for growth in revenue, income and share
value -- along with a dividend increase to $1.85 per share.

_____________________________________________________________________

The Special Meeting of Shareholders Will Be Held On August 16, 1996.
                              
         Vote "FOR" the KCPL/UtiliCorp Merger Today
                  On the WHITE Proxy Card.

_____________________________________________________________________

If you have any questions or need assistance in voting your
KCPL shares, call KCPL INVESTOR RELATIONS at 1-800-245-5275
or D. F. KING, & CO., INC., toll free, at 1-800-714-3312.


  August 9, 1996                  KANSAS CITY POWER & LIGHT COMPANY
                              
                              
<PAGE>                           
                           
[Other solicitation material]

                           Merger FAQ
          Compare KCPL's positions to Western's claims

On June 26, Western Resources published a booklet it called "A
plain-language guide to the Western Resources/KCPL merger." That
booklet contains material to which KCPL has taken exception.
Specifically, KCPL responds to the following points.
_____________________________________________________________________

WESTERN CLAIMS:   "KCPL shareowners will benefit from a
  combination of near-term and long-term growth. The near-term
  growth is reflected in the dividend policy and the premium
  share price offer. The long-term growth is reflected in
  marketplace positioning as a strong regional utility and in
  Western Resources' growth in new markets."

KCPL RESPONDS:  As discussed in our proxy materials, we have
  serious concerns regarding Western's future earnings, stock
  value and ability to sustain dividends at the promised rate.
_____________________________________________________________________

WESTERN CLAIMS:  "Our offer:     Dividend increase to $2.00-$2.35
  projected following closing. That is 23% - 45% higher than the
  current dividend and 8% - 27% higher than the UtiliCorp/KCPL
  projected dividend."

KCPL RESPONDS:  If the Kansas Corporation Commission approves the
  agreement between the KCC staff and Western, then over 90% of
  Western's earnings would be required to sustain dividend
  payments at the promised rate. This is based on Western's own
  projection of 1998 earnings for a combined Western/KCPL
  company contained in Western's proxy statement, as adjusted to
  reflect the rate decrease agreement between the KCC staff and
  Western.
_____________________________________________________________________

WESTERN CLAIMS:  "Our offer:     $31 per share in Western
  Resources stock, a 30% premium over market."

KCPL RESPONDS:  You are not guaranteed to receive $31 worth of
  Western stock. Under Western's offer, you can't get more than
  1.1 shares of Western stock for each of your KCPL shares.
  Western will take an average of its stock prices over a 20-day
  period preceding the closing of its offer; as such average
  falls below $28.18 ($31 divided by 1.1), you will receive less
  and less value for your KCPL shares. For example, if such
  average was $25, you would get 1.1 Western shares per KCPL
  share. $25 times 1.1 equals $27.50.
_____________________________________________________________________

WESTERN CLAIMS:  "Our offer:     No layoffs, period."

KCPL RESPONDS:  Western's synergies report filed with the KCC
  says that 531 positions will be reduced and assumes that all
  resulting savings will be available by Jan. 1, 1998. We don't
  believe that so many reductions can be made in such a short
  time without layoffs.
_____________________________________________________________________

WESTERN CLAIMS:  "In the KGE merger of 1992, savings were
  achieved with no layoffs." "No layoffs of KGE employees.
  Promised and delivered!"

KCPL RESPONDS:  We believe many KGE people resigned or took early
  retirements so as to avoid accepting demotions or transfers.
  Also, Western now employs nearly 2,000 fewer people than were
  employed by KGE and KPL together before their merger.
_____________________________________________________________________

WESTERN CLAIMS:  "Their proposal:     No commitment."

KCPL RESPONDS:  The current outlook is that only about 200 jobs
  would be lost over 10 years, and the vast majority of those
  will be through attrition, reduced hiring, retirement and
  redeployment.
_____________________________________________________________________

WESTERN CLAIMS:  "Western Resources' numbers were developed with
  the assistance of Deloitte & Touche Consulting Group, the firm
  which previously assisted management in accurately estimating
  the savings amount in the KPL/Kansas Gas & Electric merger.
  Deloitte & Touche Consulting Group has assisted in similar
  savings analysis in 13 of the last 16 announced utility
  mergers."

KCPL RESPONDS:  The Federal Energy Regulatory Commission has
  criticized similar projections by Deloitte & Touche as
  "unsubstantiated."
_____________________________________________________________________

WESTERN CLAIMS:  "Western Resources' savings are supported in
  detailed documents, which have been publicly filed with
  regulatory agencies."

KCPL RESPONDS:  KCPL, with the assistance of Coopers & Lybrand,
  examined Western's synergies analysis. We believe that Western
  has significantly overstated its merger-related savings
  assumptions. As explained in the letter distributed to all
  KCPL shareholders on July 27, we believe that an adjustment to
  Western's projected earnings to reflect more realistic merger-
  related savings assumptions would have a negative impact on
  Western's projected earnings and stock value. Remember,
  Western is offering stock for KCPL shares, not cash.
_____________________________________________________________________

WESTERN CLAIMS:  Quoting Barry Abramson, Prudential Securities,
  "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..."

KCPL RESPONDS:  Western is being sued by Southern Union Co. for
  false statements and deceptive practices in connection with
  Western's sale of Missouri Gas Energy to Southern Union Co.
_____________________________________________________________________

WESTERN CLAIMS:  "Western Resources is committed to preserving
  the environment. Since 1992, Western Resources has received 12
  major awards for its environmental programs. Western Resources
  is an industry leader in technologies to make power plants
  'cleaner'; we help our customers use energy wisely; and have
  an employee-directed `Green Team' that recommends policies and
  projects to improve our facilities and the environment in the
  areas we serve."

KCPL RESPONDS:  KCPL has also received many awards, and we
  informally do the same thing as the "Green Team."
_____________________________________________________________________

WESTERN CLAIMS:  "Through the Western Resources Foundation, we
  make contributions to programs benefiting children, the
  elderly and the environment."

KCPL RESPONDS:  These things and more are done through KCPL.
_____________________________________________________________________

WESTERN CLAIMS:  "Western Resources is one of the major area
  firms contributing to the Royals Succession Plan, which keeps
  major league baseball in Kansas City."

KCPL RESPONDS:  KCPL has contributed approximately $3 million to
  the Royals Succession Plan. In addition, one of our employees
  chaired the Sports Authority.
_____________________________________________________________________

WESTERN CLAIMS:  "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."

KCPL RESPONDS:  We do these and many more.
_____________________________________________________________________

WESTERN CLAIMS:  "Through Project DESERVE, Western Resources
  provides emergency energy-related bill payment assistance to
  elderly and disabled persons."

KCPL RESPONDS:  We've been doing Dollar Aide for more than a
  decade.
_____________________________________________________________________

WESTERN CLAIMS:  "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."

KCPL RESPONDS:  A KCPL quality circle team started the McGruff
  Truck program in Kansas City.
_____________________________________________________________________

WESTERN CLAIMS:  Quoting Edward Tirello, NatWest Securities, "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."

KCPL RESPONDS:  In the January-February issue of the Harvard
  Business Review, Peter Navarro, a professor of economics and
  public policy at the University of California who specializes
  in electric utility regulation, expressed the opinion about
  the deregulating utility industry that ". . . only a handful
  of executives in the utility industry -- most notably
  Frederick Buckman, the CEO of PacifiCorp, and Richard C.
  Green, Jr., chairman, president and CEO of UtiliCorp United --
  seem to grasp the potential opportunities of such a market."






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