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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4) Date Filed:
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/x/ Filing fee paid with preliminary filing.
The following advertisement will be used beginning August 2, 1996:
ATTENTION KCPL SHAREOWNERS
HIGHLY RESPECTED
INDEPENDENT
INVESTMENT EXPERT
RECOMMENDS
AGAINST UTILICORP
MERGER.
LATE BREAKING NEWS
Independent Shareholder Services (ISS), one of the most widely followed
independent organizations specializing in shareholder voting analysis, has
recommended a VOTE AGAINST the proposed merger of UtiliCorp (UCU) and Kansas
City Power & Light Company (KCPL). As stated in the ISS Report:
"At this time, Western's deal is superior. (KCPL) shareholders are being
asked to approve the KCPL/UCU transaction despite the fact that there is an
offer on the table from a larger, financially stronger company (Western
Resources) that is worth approximately 20 percent more."*
"Our recommendation is grounded in the belief that it is the duty of the
(KCPL) board to maximize value for KCPL shareholders and to fairly consider
all offers, including those that are unsolicited."
WESTERN RESOURCES' OFFER**
Dividend per KCPL share: $2.00 - $2.35
Price per KCPL share: $31.00
We believe when KCPL's excuses are stripped away, all that's left is KCPL
executives' desire for the big bonuses UtiliCorp's proposal is offering them.
THE CHOICE IS CLEAR. CHOOSE WESTERN RESOURCES. MAKE YOUR LAST VOTE COUNT.
Vote AGAINST the Proposed Merger with UtiliCorp on the GOLD Proxy Card.
Western Resources
IF YOU HAVE ANY QUESTIONS ON OUR OFFER, CALL GEORGESON & COMPANY, ASSISTING US
AT 1-800-223-2064, OR ACCESS OUR WEB SITE AT http://www.wstnres.com.
*Emphasis added
**Dividend per KCPL share is based upon Western Resources' projected
post-merger 1998 annual dividend rate of $2.14 per share of Western
Resources common stock and the exchange ratio in Western Resources' offer.
Price per KCPL share (payable in Western Resources common stock) assumes
that Western Resources' average share price is between $28.18 and $33.23
at the time of closing.
This advertisement is neither an offer to exchange not a solicitation of an
offer to exchange shares of common stock of KCPL. Such offer is made solely
by the Prospectus dated July 3, 1996, and the related Letter of Transmittal,
and is not being made to, nor will tenders be accepted from or on behalf of,
holders of shares of common stock of KCPL in any jurisdiction in which the
making of such offer or the acceptance thereof would not be in compliance with
the laws of such jurisdiction. In any jurisdictions where securities, blue
sky or other laws require such offer to be made by a licensed broker or
dealer, such offer shall be deemed to be made on behalf of Western Resources,
Inc. By Salomon Brothers Inc or one or more registered brokers or dealers
licensed under the laws of such jurisdiction.
<PAGE1>
The following letter was sent to KCPL employees:
August 1, 1996
Addressee
Dear Addressee,
Thank you for your fax earlier today regarding your thoughts on the
pending merger between our two companies.
Certainly it has been our intent throughout the last few months to
discuss the value of our offer, our track record of delivering on promises,
our vision for the future, and the importance of KCPL shareowners having a
choice about their investment.
As you know, several months ago, an advertisement ran which stated that
four KCPL unions endorsed the UtiliCorp/KCPL merger. As a result of the story
in The Kansas City Star last Saturday, we felt it important to bring to the
attention of KCPL shareowners that support had been withdrawn for the merger.
We know that you and other KCPL employees are very interested in the
developments of this merger. We feel very strongly that we are offering the
better choice for employees, customers, shareowners, and the communities we
serve.
We also believe that KCPL employees are honest, hard-working, and
possess the integrity and work ethics so compatible with our Western Resources
workforce. We look forward to working with you to make a better future for us
all.
Sincerely,
John E. Hayes, Jr.
Chairman of the Board
and Chief Executive Officer
This letter is neither an offer to exchange nor a solicitation of an offer to
exchange shares of common stock of KCPL. Such offer is made solely by the
Prospectus dated July 3, 1996, and the related Letter of Transmittal, and is
not being made to, nor will tenders be accepted from or on behalf of, holders
of shares of common stock of KCPL in any jurisdiction in which the making of
such offer or the acceptance thereof would not be in compliance with the laws
of such jurisdiction. In any jurisdictions where securities, blue sky or other
laws require such offer to be made by a licensed broker or dealer, such offer
shall be deemed to be made on behalf of Western Resources, Inc. by Salomon
Brothers Inc or one or more registered brokers or dealers licensed under the
laws of such jurisdiction.
<PAGE2>
The follow press release/employee update was issued on August 2, 1996:
KCPL SHAREOWNERS WIN "MAJOR VICTORY"
IN MISSOURI FEDERAL COURT
WESTERN RESOURCES' PLAN CONSISTENT WITH COURT RULING,
CONTINUES ACCELERATED COMPLETION OF SUPERIOR MERGER OFFER
TOPEKA, Kansas, Aug. 2, 1996 -- Calling it a "major victory for KCPL
shareowners," John E. Hayes, Jr., Western Resources chairman of the board and
chief executive officer, praised today's federal ruling for thwarting KCPL's
attempt to bypass the Missouri law requiring a two-thirds majority vote of
shareowners.
"The ruling validates our belief that KCPL management acted improperly
in an attempt to circumvent KCPL shareowners' votes, weakening shareowner
representation," said Hayes.
On other fronts, Hayes said that KCPL continues to face shareowner suits
claiming breach of fiduciary responsibility. In addition, Hayes said that the
KCC also has suspended the UtiliCorp/KCPL procedural schedule.
"The key issue facing the individual shareowner is still value. Our $31
merger offer,* which we are convinced is a better value, is a better
combination for all concerned. KCPL shareowners must still vote AGAINST the
UtiliCorp plan to make sure the two-thirds requirement is not met," said
Hayes. "We're moving forward with great momentum."
p. 2 - VICTORY
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 Energy,
Westar Security, 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.
This news release is neither an offer to exchange nor a solicitation of
an offer to exchange shares of common stock of KCPL. Such offer is made solely
by the Prospectus dated July 3, 1996, and the related Letter of Transmittal,
and is not being made to, nor will tenders be accepted from or on behalf of,
holders of shares of common stock of KCPL in any jurisdiction in which the
making of such offer or the acceptance thereof would not be in compliance with
the laws of such jurisdiction. In any jurisdictions where securities, blue sky
or other laws require such offer to be made by a licensed broker or dealer,
such offer shall be deemed to be made on behalf of Western Resources, Inc. by
Salomon Brothers Inc or one or more registered brokers or dealers licensed
under the laws of such jurisdiction.
* Dividend per KCPL share is based upon Western Resources' projected
post-merger 1998 annual dividend rate of $2.14 per share of Western Resources
common stock and the exchange ratio in Western Resources' offer. Price per
KCPL share (payable in Western Resources common stock) assumes that Western
Resources' average share price is between $28.18 and $33.23 at the time of
closing.
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