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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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The following information was included in the 3/31/96 First Quarter Financial
Update released to Shareholders on June 24, 1996:
Western Resources Offers to Merge with KCPL
In an offer that we believe provides a win-win-win outcome, the company
proposed to merge with Kansas City Power & Light Company (KCPL) on April 14.
Under our original merger offer, KCPL shareholders would receive $28 of
company common stock per KCPL share.
On June 17, 1996, we revised our offer to $31 of Western Resources common
stock for each share of KCPL common stock, subject to a collar of at least
0.933 shares and as much as 1.1 shares. KCPL shareholders would receive 1998
post-merger projected dividends of $2.00 to $2.35 per KCPL share, a 23 to 46
percent increase over KCPL' s 1995 dividend of $1.56, and 8 to 27 percent more
than KCPL's "intention to recommend" dividend of $1.85 per share after a
merger with UtiliCorp.
KCPL announced a merger proposal with UtiliCorp in January 1996. In May, KCPL
and UtiliCorp postponed their shareholder vote on that merger proposal when
they presumably failed to obtain adequate KCPL shareholder support. KCPL and
UtiliCorp also restructured their proposed merger.
Other benefits of our offer include:
A strong financial position for the combined company.
More than $1 billion in aggregate cost savings during the first 10 years
following completion of the merger proposal.
Rate reductions for retail electric customers.
A five-year moratorium on electric rate increases for KPL, KGE, and KCPL
retail electric customers.
No layoffs of any employees of Western Resources or KCPL.
The two companies have overlapping regulated service territory and joint
interests in more than $2 billion in net plant, in the Wolf Creek Generating
Station and LaCygne Station. The two companies together will be better
positioned for the challenges of our changing industry. With the rate
reductions, we will be able to reduce prices to both KGE and KCPL customers,
while maintaining KPL's current low rates.
We will be able to create value with the combination by taking advantage of
our larger size, expanded access to future energy customers and the
complementary nature of our growing unregulated energy-related businesses. For
example, Western Resources' Wing Group and KCPL's KLT Energy will blend to
strengthen our presence in both the international and the domestic power
development industry. Similarly, our consumer energy services business aligns
with KCPL's advanced applications of new technologies, such as the large-scale
deployment of automated meter reading (AMR) equipment in metro Kansas City.
Our company has successful experience with merging utilities. The company is
still enjoying the benefits of the KPL/KGE merger completed in 1992.
We believe that both KCPL and Western Resources are well-run companies that
offer good prospects for long-term value and are a good match.
