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 employee update was issued on May 9, 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 and from employee meetings:
Q. What happens if KCPL shareholders on May 22 endorse the UtiliCorp
merger proposal?
A. As discussed at our annual shareholder meeting by John Hayes,
chairman and chief executive officer, a merger with KCPL enhances our
business plan. But the success of our business plan does not depend on
this merger.
Q. Do Western Resources and KCPL jointly own generating facilities?
A. Western Resources and KCPL each own 47 percent of the Wolf Creek
Nuclear Generation Station, with Kansas Electric Power Cooperative
owning the remaining six percent. We also share ownership of the two
LaCygne coal-fired plants. This joint ownership, plus overlapping
service territories, are important reasons why we believe a Western
Resources/KCPL merger makes a great deal more sense than the UtiliCorp
proposal.
Q. There is a lot of interest in the stockbroker visits. Can you tell
me about them?
A. Over the past several weeks, we have been making visits to analysts,
portfolio managers and stockbrokers in dozens of cities across the
country to demonstrate to them the strength of our proposal. The
reaction of utility analysts to the Western Resources offer has been
positive.
Q. What is being done to communicate directly with KCPL shareholders?
A. At the end of last week, we began mailing proxy information and a
preliminary prospectus to KCPL shareholders. Remember, once the SEC
declares our registration statement effective, we can commence an offer
to KCPL shareholders to exchange their shares for Western Resources'
shares. Until then, we can only send preliminary information.
In addition to this mailing, we also are planning a series of
information meetings or "open houses" in the Kansas City area next week.
These "open houses" will feature exhibits from our annual meeting that
explain our new products and services. In addition, company
representatives will be available to visit one-on-one with KCPL
shareholders about our merger proposal.
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.
