<PAGE> 1
SCHEDULE 14A
(Rule 14a-101)
Information Required in Proxy Statement
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the registrant / /
Filed by party other than the registrant /x/
Check the appropriate box:
/ / Preliminary proxy statement / / Confidential, for Use of the
Commission Only (as permitted by
/ / Definitive proxy statement Rule 14a-6(e)(2))
/ / Definitive additional materials
/x/ Soliciting material pursuant to
Rule 14a-11(c) or Rule 14a-12
KANSAS CITY POWER & LIGHT COMPANY
(Name of Registrant as Specified In Its Charter)
WESTERN RESOURCES, INC.
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/ / $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-
6(j)(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:
(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>
<PAGE> 1
Letter to KCPL shareholders mailed on or about April 25, 1996.<PAGE>
<PAGE> 1
[Western Resources Logo]
April 25, 1996
John E. Hayes, Jr.
Chairman of the Board
and Chief Executive Officer
Dear KCPL Shareholder,
On April 14, 1996, Western Resources proposed a tax-free merger with
KCPL that would provide you with a significant premium for your shares and
a substantial increase in your annual dividend. It would benefit customers
and communities with significantly lower electric rates and provide job
security for KCPL employees. Unfortunately, the KCPL board of directors,
who collectively own less than 1% of KCPL's stock, has rejected the Western
Resources offer, thereby refusing to let you realize the benefits of the
offer. Instead, the KCPL board of directors is intent on pursuing a merger
with UtiliCorp even though that merger offers you significantly less value,
particularly with respect to dividends.
Because we are convinced that our proposed offer is financially
superior to the proposed merger with UtiliCorp, we have decided to submit
it directly to KCPL shareholders. We will soon be mailing to you Western
Resources proxy materials containing information about why our offer is
better for KCPL, its shareholders, customers, employees, and the
communities it serves and why you should vote AGAINST the UtiliCorp
transaction.
Until you receive that information, we urge you not to return any
white proxy card sent to you regarding the UtiliCorp transaction.
If you have any questions, please call Georgeson & Company Inc. at 1-
800-223-2064.
Sincerely,
/s/ John E. Hayes, Jr.
<PAGE>
<PAGE> 1
SHARES OF KANSAS CITY POWER & LIGHT COMPANY ("KCPL")
COMMON STOCK HELD BY WESTERN RESOURCES, INC. ("WESTERN RESOURCES"),
ITS DIRECTORS AND EXECUTIVE OFFICERS AND CERTAIN EMPLOYEES, OTHER
REPRESENTATIVES OF WESTERN RESOURCES AND CERTAIN OTHER PERSONS WHO MAY
SOLICIT PROXIES, AND CERTAIN TRANSACTIONS BETWEEN ANY OF THEM AND KCPL
Western Resources may solicit proxies against the KCPL/UtiliCorp
United Inc. merger. The participants in this solicitation may include
Western Resources, the directors of Western Resources (Frank J. Becker,
Gene A. Budig, C.Q. Chandler, Thomas R. Clevenger, John C. Dicus, John E.
Hayes, Jr., David H. Hughes, Russell W. Meyer, Jr., John H. Robinson, Louis
W. Smith, Susan M. Stanton, Kenneth J. Wagnon and David C. Wittig), and the
following executive officers and employees of Western Resources or its
subsidiaries: Steven L. Kitchen (E.V.P. and C.F.O.), Carl M. Koupal, Jr.
(E.V.P. and C.A.O.), John K. Rosenberg (E.V.P. and G.C.), Jerry D.
Courington (Controller), James T. Clark (V.P.), William G. Eliason (V.P.),
Thomas L. Grennan (V.P.), Richard M. Haden (E.V.P.), Norman E. Jackson
(E.V.P.), James A. Martin (V.P.), Hans E. Mertens (V.P.), Carl A. Ricketts
(V.P.), David E. Roth (V.P.), Mark A. Ruelle (V.P.), Edward H. Schaub
(V.P.), Thomas E. Shea (Treasurer), Richard D. Terrill (Secretary), William
B. Moore (President, KGE), Steven A. Millstein (President, Westar
Consumer), Rita A. Sharpe (V.P., Westar Business), Kenneth T. Wymore
(President, Westar Business), C. Bob Cline (President, Westar Capital),
Fred M. Bryan (President, KPL), Roderick S. Donovan (V.P., Westar Gas
Marketing), Catherine A. Forbes, Hal L. Jensen, Lisa A. Walsh, Donald W.
Bartling, Michael L. Faler, Clyde R. Hill, Leroy P. Wages, David R. Phelps,
Wayne Kitchen, Glen A. Scott, Jr., Kelly B. Harrison, Marcus J. Ramirez,
Anita J. Hunt, Ira W. McKee, Jr., Michael D. Clark (Controller, Westar
Business), Douglas J. Henry, Annette M. Beck, C.W. Underkofler, Carol E.
Deason, James N. Wishart, Gregory M. Wright, Richard D. Kready, Michel J.
Philipp, Greg A. Greenwood, Carolyn A. Starkey, Bruce A. Akin, James J.
Ludwig, Bruce R. Burns, Kelly D. Foley, Robin D. Brown, Shari L. Gentry and
Rechell L. Smith.
As of April 19, 1996, Western Resources had no security holdings in
KCPL. Robert L. Rives, a person who will solicit proxies, is the
beneficial owner of 500 shares of common stock, no par value, of KCPL (the
"KCPL Common Stock"). Western Resources director Susan M. Stanton serves
as co-trustee of two trusts, which beneficially own 7,900 shares of KCPL
Common Stock. No trading activity has occurred with respect to any of such
stock during the last two years. Western Resources director C.Q. Chandler
is Chairman of the board of directors of INTRUST Financial Corporation.
INTRUST Bank, a subsidiary of INTRUST Financial Corporation, holds in ten
trust accounts an aggregate of 5,468 shares of KCPL Common Stock. Wayne
Kitchen is the beneficial owner of 400 shares of KCPL Common Stock.
Other than as set forth herein, as of the date of this letter,
neither Western Resources nor any of its directors, executive officers or
other representatives or employees of Western Resources or other persons
known to Western Resources who may solicit proxies has any security
holdings in KCPL. Western Resources disclaims beneficial ownership of any
securities of KCPL held by any pension plan of Western Resources or by any
affiliate of Western Resources.
Although Salomon Brothers Inc, financial advisors to Western
Resources, do not admit that they or any of their directors, officers,
employees or affiliates are a "participant," as defined in Schedule 14A
promulgated under the Securities Exchange Act of 1934 by the Securities and
Exchange Commission, or that such Schedule 14A requires the disclosure of
certain information concerning Salomon Brothers Inc, Gregg S. Polle
(Managing Director), Arthur H. Tildesley, Jr. (Director), Terence G. Kawaja
(Vice President) and Anthony R. Whittemore (Associate), in each case of
Salomon Brothers Inc, may assist Western Resources in such a solicitation.
Salomon Brothers Inc engages in a full range of investment banking,
securities trading, market-making and brokerage services for institutional
and individual clients. In the normal course of their business, Salomon
Brothers Inc may trade securities of KCPL for their own account and the
account of their customers and, accordingly, may at any time hold a long or
short position in such securities. As of April 19, 1996, Salomon Brothers
Inc did not hold any securities of KCPL.
Except as disclosed above, to the knowledge of Western Resources,
none of Western Resources, the directors or executive officers of Western
Resources or the employees or other representatives of Western Resources
named above has any interest, direct or indirect, by security holdings or
otherwise, in KCPL.
A registration statement relating to the Western Resources securities
referred to in this letter 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. This letter 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.
<PAGE>
<PAGE> 1
The following are print advertisements
which appeared April 25, 1996.
<PAGE>
<PAGE> 1
Thursday, April 25, 1996
ATTENTION KCPL SHAREHOLDERS
OUR OFFER PAYS
BETTER DIVIDENDS.
Critical Our Offer: Their Offer:
Issues Western Resources UtiliCorp United
KCPL Shareholders' 22% increase in Dividend "at least in
Dividend dividend to $1.91 vs. the range" of the
$1.56.* current dividend.
$28.00 per share in No premium; stock-for-
Western Resources stock transfer.
stock, a 17% premium
over market.**
Tax-free transaction. Tax-free transaction
KCPL Customers' Rate reduction 30% Rates will be higher
Dividend better than UtiliCorp than Western Resources'
plan. offer.
KCPL Employees' No layoffs. No commitments.
Dividend
Community Dividend Maintain KCPL/Western Current corporate
Resources' level of giving "substantially
civic and charitable comparable" for only 2
giving for 5 years. years.
Financial Strength Western Resources' bond UtiliCorp's bond rating
rating is A-. is BBB.
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 S.E.C.
Western Resources believes its offer is financially superior to the
proposed merger between UtiliCorp United and KCPL which you will be asked
to vote upon at the KCPL shareholders meeting on May 22, 1996. We intend
to solicit proxies from KCPL shareholders in opposition to the UtiliCorp
merger vote.
Vote AGAINST the UtiliCorp/KCPL merger.
Please look for our materials which will be mailed to you shortly.
Western Resources
*Based upon closing stock prices April 22, 1996, and Western Resources'
current annual dividend of $2.06 per share. ** Based upon closing stock
prices April 12, 1996, the last trading date prior to the public
announcement of Western Resources' offer.
<PAGE>
<PAGE> 1
SHARES OF KANSAS CITY POWER & LIGHT COMPANY ("KCPL")
COMMON STOCK HELD BY WESTERN RESOURCES, INC. ("WESTERN RESOURCES"),
ITS DIRECTORS AND EXECUTIVE OFFICERS AND CERTAIN EMPLOYEES, OTHER
REPRESENTATIVES OF WESTERN RESOURCES AND CERTAIN OTHER PERSONS WHO MAY
SOLICIT PROXIES, AND CERTAIN TRANSACTIONS BETWEEN ANY OF THEM AND KCPL
Western Resources may solicit proxies against the KCPL/UtiliCorp
United Inc. merger. The participants in this solicitation may include
Western Resources, the directors of Western Resources (Frank J. Becker,
Gene A. Budig, C.Q. Chandler, Thomas R. Clevenger, John C. Dicus, John E.
Hayes, Jr., David H. Hughes, Russell W. Meyer, Jr., John H. Robinson, Louis
W. Smith, Susan M. Stanton, Kenneth J. Wagnon and David C. Wittig), and the
following executive officers and employees of Western Resources or its
subsidiaries: Steven L. Kitchen (E.V.P. and C.F.O.), Carl M. Koupal, Jr.
(E.V.P. and C.A.O.), John K. Rosenberg (E.V.P. and G.C.), Jerry D.
Courington (Controller), James T. Clark (V.P.), William G. Eliason (V.P.),
Thomas L. Grennan (V.P.), Richard M. Haden (E.V.P.), Norman E. Jackson
(E.V.P.), James A. Martin (V.P.), Hans E. Mertens (V.P.), Carl A. Ricketts
(V.P.), David E. Roth (V.P.), Mark A. Ruelle (V.P.), Edward H. Schaub
(V.P.), Thomas E. Shea (Treasurer), Richard D. Terrill (Secretary), William
B. Moore (President, KGE), Steven A. Millstein (President, Westar
Consumer), Rita A. Sharpe (V.P., Westar Business), Kenneth T. Wymore
(President, Westar Business), C. Bob Cline (President, Westar Capital),
Fred M. Bryan (President, KPL), Roderick S. Donovan (V.P., Westar Gas
Marketing), Catherine A. Forbes, Hal L. Jensen, Lisa A. Walsh, Donald W.
Bartling, Michael L. Faler, Clyde R. Hill, Leroy P. Wages, David R. Phelps,
Wayne Kitchen, Glen A. Scott, Jr., Kelly B. Harrison, Marcus J. Ramirez,
Anita J. Hunt, Ira W. McKee, Jr., Michael D. Clark (Controller, Westar
Business), Douglas J. Henry, Annette M. Beck, C.W. Underkofler, Carol E.
Deason, James N. Wishart, Gregory M. Wright, Richard D. Kready, Michel J.
Philipp, Greg A. Greenwood, Carolyn A. Starkey, Bruce A. Akin, James J.
Ludwig, Bruce R. Burns, Kelly D. Foley, Robin D. Brown, Shari L. Gentry and
Rechell L. Smith.
As of April 19, 1996, Western Resources had no security holdings in
KCPL. Robert L. Rives, a person who will solicit proxies, is the
beneficial owner of 500 shares of common stock, no par value, of KCPL (the
"KCPL Common Stock"). Western Resources director Susan M. Stanton serves
as co-trustee of two trusts, which beneficially own 7,900 shares of KCPL
Common Stock. No trading activity has occurred with respect to any of such
stock during the last two years. Western Resources director C.Q. Chandler
is Chairman of the board of directors of INTRUST Financial Corporation.
INTRUST Bank, a subsidiary of INTRUST Financial Corporation, holds in ten
trust accounts an aggregate of 5,468 shares of KCPL Common Stock. Wayne
Kitchen is the beneficial owner of 400 shares of KCPL Common Stock.
Other than as set forth herein, as of the date of this letter,
neither Western Resources nor any of its directors, executive officers or
other representatives or employees of Western Resources or other persons
known to Western Resources who may solicit proxies has any security
holdings in KCPL. Western Resources disclaims beneficial ownership of any
securities of KCPL held by any pension plan of Western Resources or by any
affiliate of Western Resources.
Although Salomon Brothers Inc, financial advisors to Western
Resources, do not admit that they or any of their directors, officers,
employees or affiliates are a "participant," as defined in Schedule 14A
promulgated under the Securities Exchange Act of 1934 by the Securities and
Exchange Commission, or that such Schedule 14A requires the disclosure of
certain information concerning Salomon Brothers Inc, Gregg S. Polle
(Managing Director), Arthur H. Tildesley, Jr. (Director), Terence G. Kawaja
(Vice President) and Anthony R. Whittemore (Associate), in each case of
Salomon Brothers Inc, may assist Western Resources in such a solicitation.
Salomon Brothers Inc engages in a full range of investment banking,
securities trading, market-making and brokerage services for institutional
and individual clients. In the normal course of their business, Salomon
Brothers Inc may trade securities of KCPL for their own account and the
account of their customers and, accordingly, may at any time hold a long or
short position in such securities. As of April 19, 1996, Salomon Brothers
Inc did not hold any securities of KCPL.
Except as disclosed above, to the knowledge of Western Resources,
none of Western Resources, the directors or executive officers of Western
Resources or the employees or other representatives of Western Resources
named above has any interest, direct or indirect, by security holdings or
otherwise, in KCPL.
A registration statement relating to the Western Resources securities
referred to in this letter 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. This letter 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.
<PAGE>
<PAGE> 1
April 25, 1996
ATTENTION KPL CUSTOMERS
OUR OFFER IS BETTER FOR TOPEKA.
Critical Our Offer: Their Offer:
Issues Western Resources UtiliCorp United
KCPL Shareholders'
Dividend 24% increase in dividend to Dividend "at least in the
$1.93 vs. $1.56* range" of the current
dividend.
$28.00 per share in Western No premium; stock-for-stock
Resources stock, a 17% transfer.
premium over market.**
Tax-free transaction. Tax-free transaction.
Customers' Dividend Continued low rates - 27% Nothing for KPL customers.
below the national average.
No electric rate increases
for 5 years
Employees' Dividend No layoffs. No commitments.
Community Dividend KPL/Western Resources' Nothing for Topeka.
headquarters to remain in
Topeka and continued
community involvement.
Financial Strength Western Resources' bond UtiliCorp's bond rating is
rating is A-. BBB.
Attention KCPL Shareholders
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
S.E.C.
Western Resources believes its offer is financially superior to the proposed
merger between UtiliCorp United and KCPL which you will be asked to vote upon
at the KCPL shareholders meeting on May 22, 1996. We intend to solicit proxies
from KCPL shareholders in opposition to the UtiliCorp merger vote.
Vote AGAINST the UtiliCorp/KCPL merger.
Please look for our materials which will be mailed to you shortly.
Western Resources (r)
*Based upon closing stock prices April 24, 1996, and Western Resources' current
annual dividend of $2.06 per share. ** Based upon closing stock prices
April 12, 1996, the last trading date prior to the public announcement of
Western Resources' offer.
<PAGE>
<PAGE> 1
SHARES OF KANSAS CITY POWER & LIGHT COMPANY ("KCPL")
COMMON STOCK HELD BY WESTERN RESOURCES, INC. ("WESTERN RESOURCES"),
ITS DIRECTORS AND EXECUTIVE OFFICERS AND CERTAIN EMPLOYEES, OTHER
REPRESENTATIVES OF WESTERN RESOURCES AND CERTAIN OTHER PERSONS WHO MAY
SOLICIT PROXIES, AND CERTAIN TRANSACTIONS BETWEEN ANY OF THEM AND KCPL
Western Resources may solicit proxies against the KCPL/UtiliCorp United
Inc. merger. The participants in this solicitation may include Western
Resources, the directors of Western Resources (Frank J. Becker, Gene A.
Budig, C.Q. Chandler, Thomas R. Clevenger, John C. Dicus, John E. Hayes,
Jr., David H. Hughes, Russell W. Meyer, Jr., John H. Robinson, Louis W.
Smith, Susan M. Stanton, Kenneth J. Wagnon and David C. Wittig), and the
following executive officers and employees of Western Resources or its
subsidiaries: Steven L. Kitchen (E.V.P. and C.F.O.), Carl M. Koupal, Jr.
(E.V.P. and C.A.O.), John K. Rosenberg (E.V.P. and G.C.), Jerry D.
Courington (Controller), James T. Clark (V.P.), William G. Eliason (V.P.),
Thomas L. Grennan (V.P.), Richard M. Haden (E.V.P.), Norman E. Jackson
(E.V.P.), James A. Martin (V.P.), Hans E. Mertens (V.P.), Carl A. Ricketts
(V.P.), David E. Roth (V.P.), Mark A. Ruelle (V.P.), Edward H. Schaub
(V.P.), Thomas E. Shea (Treasurer), Richard D. Terrill (Secretary), William
B. Moore (President, KGE), Steven A. Millstein (President, Westar
Consumer), Rita A. Sharpe (V.P., Westar Business), Kenneth T. Wymore
(President, Westar Business), C. Bob Cline (President, Westar Capital),
Fred M. Bryan (President, KPL), Roderick S. Donovan (V.P., Westar Gas
Marketing), Catherine A. Forbes, Hal L. Jensen, Lisa A. Walsh, Donald W.
Bartling, Michael L. Faler, Clyde R. Hill, Leroy P. Wages, David R. Phelps,
Wayne Kitchen, Glen A. Scott, Jr., Kelly B. Harrison, Marcus J. Ramirez,
Anita J. Hunt, Ira W. McKee, Jr., Michael D. Clark (Controller, Westar
Business), Douglas J. Henry, Annette M. Beck, C.W. Underkofler, Carol E.
Deason, James N. Wishart, Gregory M. Wright, Richard D. Kready, Michel J.
Philipp, Greg A. Greenwood, Carolyn A. Starkey, Bruce A. Akin, James J.
Ludwig, Bruce R. Burns, Kelly D. Foley, Robin D. Brown, Shari L. Gentry and
Rechell L. Smith.
As of April 19, 1996, Western Resources had no security holdings in KCPL.
Robert L. Rives, a person who will solicit proxies, is the beneficial owner
of 500 shares of common stock, no par value, of KCPL (the "KCPL Common
Stock"). Western Resources director Susan M. Stanton serves as co-trustee
of two trusts, which beneficially own 7,900 shares of KCPL Common Stock.
No trading activity has occurred with respect to any of such stock during
the last two years. Western Resources director C.Q. Chandler is Chairman
of the board of directors of INTRUST Financial Corporation. INTRUST Bank,
a subsidiary of INTRUST Financial Corporation, holds in ten trust accounts
an aggregate of 5,468 shares of KCPL Common Stock. Wayne Kitchen is the
beneficial owner of 400 shares of KCPL Common Stock.
Other than as set forth herein, as of the date of this letter, neither
Western Resources nor any of its directors, executive officers or other
representatives or employees of Western Resources or other persons known to
Western Resources who may solicit proxies has any security holdings in
KCPL. Western Resources disclaims beneficial ownership of any securities
of KCPL held by any pension plan of Western Resources or by any affiliate
of Western Resources.
Although Salomon Brothers Inc, financial advisors to Western Resources,
do not admit that they or any of their directors, officers, employees or
affiliates are a "participant," as defined in Schedule 14A promulgated
under the Securities Exchange Act of 1934 by the Securities and Exchange
Commission, or that such Schedule 14A requires the disclosure of certain
information concerning Salomon Brothers Inc, Gregg S. Polle (Managing
Director), Arthur H. Tildesley, Jr. (Director), Terence G. Kawaja (Vice
President) and Anthony R. Whittemore (Associate), in each case of Salomon
Brothers Inc, may assist Western Resources in such a solicitation. Salomon
Brothers Inc engages in a full range of investment banking, securities
trading, market-making and brokerage services for institutional and
individual clients. In the normal course of their business, Salomon
Brothers Inc may trade securities of KCPL for their own account and the
account of their customers and, accordingly, may at any time hold a long or
short position in such securities. As of April 19, 1996, Salomon Brothers
Inc did not hold any securities of KCPL.
Except as disclosed above, to the knowledge of Western Resources, none of
Western Resources, the directors or executive officers of Western Resources
or the employees or other representatives of Western Resources named above
has any interest, direct or indirect, by security holdings or otherwise, in
KCPL.
A registration statement relating to the Western Resources securities
referred to in this letter 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. This letter 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.
<PAGE>
<PAGE> 1
April 25, 1996
ATTENTION KCPL EMPLOYEES
OUR OFFER HAS NO LAYOFFS.
Critical Our Offer: Their Offer:
Issues Western Resources UtiliCorp United
23% increase in dividend to Dividend "at least in the
$1.92 vs. $1.56* range" of the current
dividend.
KCPL Shareholders' $28.00 per share in Western No premium; stock-for-stock
Dividend Resources stock, a 17% transfer.
premium over market.**
Tax-free transaction. Tax-free transaction.
KCPL Customers' Rate reduction 30% better Rates will be higher than
Dividend than UtiliCorp plan. Western Resources' offer.
KCPL Employees' No layoffs. No commitments.
Dividend
Community Dividend Maintain KCPL/Western Current corporate giving
Resources' level of civic "substantially comparable"
and charitable giving for for only 2 years.
5 years.
Financial Strength Western Resources' bond UtiliCorp's bond rating is
rating is A-. BBB.
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
S.E.C.
Western Resources believes its offer is financially superior to the proposed
merger between UtiliCorp United and KCPL which you will be asked to vote upon
at the KCPL shareholders meeting on May 22, 1996. We intend to solicit proxies
from KCPL shareholders in opposition to the UtiliCorp merger vote.
Vote AGAINST the UtiliCorp/KCPL merger.
Please look for our materials which will be mailed to you shortly.
Western Resources (r)
*Based upon closing stock prices April 23, 1996, and Western Resources' current
annual dividend of $2.06 per share. ** Based upon closing stock prices
April 12, 1996, the last trading date prior to the public announcement of
Western Resources' offer.
<PAGE>
<PAGE> 1
SHARES OF KANSAS CITY POWER & LIGHT COMPANY ("KCPL")
COMMON STOCK HELD BY WESTERN RESOURCES, INC. ("WESTERN RESOURCES"),
ITS DIRECTORS AND EXECUTIVE OFFICERS AND CERTAIN EMPLOYEES, OTHER
REPRESENTATIVES OF WESTERN RESOURCES AND CERTAIN OTHER PERSONS WHO MAY
SOLICIT PROXIES, AND CERTAIN TRANSACTIONS BETWEEN ANY OF THEM AND KCPL
Western Resources may solicit proxies against the KCPL/UtiliCorp United
Inc. merger. The participants in this solicitation may include Western
Resources, the directors of Western Resources (Frank J. Becker, Gene A.
Budig, C.Q. Chandler, Thomas R. Clevenger, John C. Dicus, John E. Hayes,
Jr., David H. Hughes, Russell W. Meyer, Jr., John H. Robinson, Louis W.
Smith, Susan M. Stanton, Kenneth J. Wagnon and David C. Wittig), and the
following executive officers and employees of Western Resources or its
subsidiaries: Steven L. Kitchen (E.V.P. and C.F.O.), Carl M. Koupal, Jr.
(E.V.P. and C.A.O.), John K. Rosenberg (E.V.P. and G.C.), Jerry D.
Courington (Controller), James T. Clark (V.P.), William G. Eliason (V.P.),
Thomas L. Grennan (V.P.), Richard M. Haden (E.V.P.), Norman E. Jackson
(E.V.P.), James A. Martin (V.P.), Hans E. Mertens (V.P.), Carl A. Ricketts
(V.P.), David E. Roth (V.P.), Mark A. Ruelle (V.P.), Edward H. Schaub
(V.P.), Thomas E. Shea (Treasurer), Richard D. Terrill (Secretary), William
B. Moore (President, KGE), Steven A. Millstein (President, Westar
Consumer), Rita A. Sharpe (V.P., Westar Business), Kenneth T. Wymore
(President, Westar Business), C. Bob Cline (President, Westar Capital),
Fred M. Bryan (President, KPL), Roderick S. Donovan (V.P., Westar Gas
Marketing), Catherine A. Forbes, Hal L. Jensen, Lisa A. Walsh, Donald W.
Bartling, Michael L. Faler, Clyde R. Hill, Leroy P. Wages, David R. Phelps,
Wayne Kitchen, Glen A. Scott, Jr., Kelly B. Harrison, Marcus J. Ramirez,
Anita J. Hunt, Ira W. McKee, Jr., Michael D. Clark (Controller, Westar
Business), Douglas J. Henry, Annette M. Beck, C.W. Underkofler, Carol E.
Deason, James N. Wishart, Gregory M. Wright, Richard D. Kready, Michel J.
Philipp, Greg A. Greenwood, Carolyn A. Starkey, Bruce A. Akin, James J.
Ludwig, Bruce R. Burns, Kelly D. Foley, Robin D. Brown, Shari L. Gentry and
Rechell L. Smith.
As of April 19, 1996, Western Resources had no security holdings in KCPL.
Robert L. Rives, a person who will solicit proxies, is the beneficial owner
of 500 shares of common stock, no par value, of KCPL (the "KCPL Common
Stock"). Western Resources director Susan M. Stanton serves as co-trustee
of two trusts, which beneficially own 7,900 shares of KCPL Common Stock.
No trading activity has occurred with respect to any of such stock during
the last two years. Western Resources director C.Q. Chandler is Chairman
of the board of directors of INTRUST Financial Corporation. INTRUST Bank,
a subsidiary of INTRUST Financial Corporation, holds in ten trust accounts
an aggregate of 5,468 shares of KCPL Common Stock. Wayne Kitchen is the
beneficial owner of 400 shares of KCPL Common Stock.
Other than as set forth herein, as of the date of this letter, neither
Western Resources nor any of its directors, executive officers or other
representatives or employees of Western Resources or other persons known to
Western Resources who may solicit proxies has any security holdings in
KCPL. Western Resources disclaims beneficial ownership of any securities
of KCPL held by any pension plan of Western Resources or by any affiliate
of Western Resources.
Although Salomon Brothers Inc, financial advisors to Western Resources,
do not admit that they or any of their directors, officers, employees or
affiliates are a "participant," as defined in Schedule 14A promulgated
under the Securities Exchange Act of 1934 by the Securities and Exchange
Commission, or that such Schedule 14A requires the disclosure of certain
information concerning Salomon Brothers Inc, Gregg S. Polle (Managing
Director), Arthur H. Tildesley, Jr. (Director), Terence G. Kawaja (Vice
President) and Anthony R. Whittemore (Associate), in each case of Salomon
Brothers Inc, may assist Western Resources in such a solicitation. Salomon
Brothers Inc engages in a full range of investment banking, securities
trading, market-making and brokerage services for institutional and
individual clients. In the normal course of their business, Salomon
Brothers Inc may trade securities of KCPL for their own account and the
account of their customers and, accordingly, may at any time hold a long or
short position in such securities. As of April 19, 1996, Salomon Brothers
Inc did not hold any securities of KCPL.
Except as disclosed above, to the knowledge of Western Resources, none of
Western Resources, the directors or executive officers of Western Resources
or the employees or other representatives of Western Resources named above
has any interest, direct or indirect, by security holdings or otherwise, in
KCPL.
A registration statement relating to the Western Resources securities
referred to in this letter 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. This letter 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.
<PAGE>
<PAGE> 1
April 25, 1996
Attention KGE customers:
Our offer to KCPL
will reduce your
energy rates.
It's this simple: if Western Resources and Kansas City Power & Light merge,
your KGE energy rates drop. They drop in the very first year of the new
partnership.
The annual rate reduction from the merger is $10 million, $100 million over
the ten years after the merger, in addition to the rate reductions already
proposed.
Combining efficiencies of Western Resources and KCPL will save KGE
customers money.
Western Resources has already proposed rate reductions of $8.7
million a year beginning this August, through 2002. Joining forces with
KCPL will increase that reduction $10 million per year, all without any
KGE/KCPL employee layoffs.
KGE consumers will feel the effect of this merger for years to come.
You'll feel it every month in lower energy costs.
You'll pay less than the national average.
[Bar chart indicating that KGE customers would pay lower rates if Western
Resources and Kansas City Power & Light merge.]
The bottom line: A common sense offer. With uncommon benefits for you. No
other offer comes close.
Critical Issues Our Offer: Western Their Offer: UtiliCorp
Resources United
KGE Customers' Dividend Additional rate reductions No additional rate
to KGE customers of $100 reductions for KGE
million over ten years. customers.
Employees' Dividend No layoffs. No commitments.
Community Dividend Locate headquarters of a No economic development
Western Resources business commitment in KGE
unit in Wichita; immediate customer area.
employment potential.
KCPL Shareholders' 23% increase in dividend Dividend "at least in the
Dividend to $1.92 vs. $1.56.* range" of the current
$28.00 per share in dividend.
Western Resources' stock, No premium; stock-for-
a 17% premium over stock transfer.
market.**
Tax-free transaction. Tax-free transaction
Financial Strength Western Resources' bond UtiliCorp's bond rating
rating is A-. is BBB.
<PAGE>
<PAGE> 1
Attention KCPL Shareholders:
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 S.E.C.
Western Resources believes its offer is financially superior to the proposed
merger between UtiliCorp United and KCPL which you will be asked to vote
upon at the KCPL shareholders meeting on May 22, 1996. We intend to
solicit proxies from KCPL shareholders in opposition to the UtiliCorp
merger vote.
Vote AGAINST the UtiliCorp/KCPL merger.
Please look for our materials which will be mailed to you shortly.
Western Resources
* Based upon closing stock prices April 23, 1996, and Western Resources'
current annual dividend of $2.06 per share. ** Based upon closing stock
prices April 12, 1996, the last trading date prior to the public
announcement of Western Resources' offer.
<PAGE>
<PAGE> 1
SHARES OF KANSAS CITY POWER & LIGHT COMPANY ("KCPL")
COMMON STOCK HELD BY WESTERN RESOURCES, INC. ("WESTERN RESOURCES"),
ITS DIRECTORS AND EXECUTIVE OFFICERS AND CERTAIN EMPLOYEES, OTHER
REPRESENTATIVES OF WESTERN RESOURCES AND CERTAIN OTHER PERSONS WHO MAY
SOLICIT PROXIES, AND CERTAIN TRANSACTIONS BETWEEN ANY OF THEM AND KCPL
Western Resources may solicit proxies against the KCPL/UtiliCorp
United Inc. merger. The participants in this solicitation may include
Western Resources, the directors of Western Resources (Frank J. Becker,
Gene A. Budig, C.Q. Chandler, Thomas R. Clevenger, John C. Dicus, John E.
Hayes, Jr., David H. Hughes, Russell W. Meyer, Jr., John H. Robinson, Louis
W. Smith, Susan M. Stanton, Kenneth J. Wagnon and David C. Wittig), and the
following executive officers and employees of Western Resources or its
subsidiaries: Steven L. Kitchen (E.V.P. and C.F.O.), Carl M. Koupal, Jr.
(E.V.P. and C.A.O.), John K. Rosenberg (E.V.P. and G.C.), Jerry D.
Courington (Controller), James T. Clark (V.P.), William G. Eliason (V.P.),
Thomas L. Grennan (V.P.), Richard M. Haden (E.V.P.), Norman E. Jackson
(E.V.P.), James A. Martin (V.P.), Hans E. Mertens (V.P.), Carl A. Ricketts
(V.P.), David E. Roth (V.P.), Mark A. Ruelle (V.P.), Edward H. Schaub
(V.P.), Thomas E. Shea (Treasurer), Richard D. Terrill (Secretary), William
B. Moore (President, KGE), Steven A. Millstein (President, Westar
Consumer), Rita A. Sharpe (V.P., Westar Business), Kenneth T. Wymore
(President, Westar Business), C. Bob Cline (President, Westar Capital),
Fred M. Bryan (President, KPL), Roderick S. Donovan (V.P., Westar Gas
Marketing), Catherine A. Forbes, Hal L. Jensen, Lisa A. Walsh, Donald W.
Bartling, Michael L. Faler, Clyde R. Hill, Leroy P. Wages, David R. Phelps,
Wayne Kitchen, Glen A. Scott, Jr., Kelly B. Harrison, Marcus J. Ramirez,
Anita J. Hunt, Ira W. McKee, Jr., Michael D. Clark (Controller, Westar
Business), Douglas J. Henry, Annette M. Beck, C.W. Underkofler, Carol E.
Deason, James N. Wishart, Gregory M. Wright, Richard D. Kready, Michel J.
Philipp, Greg A. Greenwood, Carolyn A. Starkey, Bruce A. Akin, James J.
Ludwig, Bruce R. Burns, Kelly D. Foley, Robin D. Brown, Shari L. Gentry and
Rechell L. Smith.
As of April 19, 1996, Western Resources had no security holdings in
KCPL. Robert L. Rives, a person who will solicit proxies, is the
beneficial owner of 500 shares of common stock, no par value, of KCPL (the
"KCPL Common Stock"). Western Resources director Susan M. Stanton serves
as co-trustee of two trusts, which beneficially own 7,900 shares of KCPL
Common Stock. No trading activity has occurred with respect to any of such
stock during the last two years. Western Resources director C.Q. Chandler
is Chairman of the board of directors of INTRUST Financial Corporation.
INTRUST Bank, a subsidiary of INTRUST Financial Corporation, holds in ten
trust accounts an aggregate of 5,468 shares of KCPL Common Stock. Wayne
Kitchen is the beneficial owner of 400 shares of KCPL Common Stock.
Other than as set forth herein, as of the date of this letter,
neither Western Resources nor any of its directors, executive officers or
other representatives or employees of Western Resources or other persons
known to Western Resources who may solicit proxies has any security
holdings in KCPL. Western Resources disclaims beneficial ownership of any
securities of KCPL held by any pension plan of Western Resources or by any
affiliate of Western Resources.
Although Salomon Brothers Inc, financial advisors to Western
Resources, do not admit that they or any of their directors, officers,
employees or affiliates are a "participant," as defined in Schedule 14A
promulgated under the Securities Exchange Act of 1934 by the Securities and
Exchange Commission, or that such Schedule 14A requires the disclosure of
certain information concerning Salomon Brothers Inc, Gregg S. Polle
(Managing Director), Arthur H. Tildesley, Jr. (Director), Terence G. Kawaja
(Vice President) and Anthony R. Whittemore (Associate), in each case of
Salomon Brothers Inc, may assist Western Resources in such a solicitation.
Salomon Brothers Inc engages in a full range of investment banking,
securities trading, market-making and brokerage services for institutional
and individual clients. In the normal course of their business, Salomon
Brothers Inc may trade securities of KCPL for their own account and the
account of their customers and, accordingly, may at any time hold a long or
short position in such securities. As of April 19, 1996, Salomon Brothers
Inc did not hold any securities of KCPL.
Except as disclosed above, to the knowledge of Western Resources,
none of Western Resources, the directors or executive officers of Western
Resources or the employees or other representatives of Western Resources
named above has any interest, direct or indirect, by security holdings or
otherwise, in KCPL.
A registration statement relating to the Western Resources securities
referred to in this letter 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. This letter 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.
<PAGE>
<PAGE> 1
Proxy Guide/Questionnaire to be used on or about April 25, 1996.<PAGE>
<PAGE> 1
Western Resources
making life a little easier [SM]
KCPL Shareholder Proxy Guide
Vote "AGAINST"
Shareholder Questions:
1. I have not yet voted. What should I do?
Wait for Western Resources' proxy materials and vote WR's blue proxy card
"AGAINST" the proposed UCU/KLT merger.
2. I have already voted for the UtiliCorp deal. Can I change my vote?
Yes. Simply mark the BLUE proxy card you receive from Western Resources
"AGAINST" the UtiliCorp deal, sign it, and return it. Only the most
recently dated proxy will count.
3. When do I act on the WR offer?
Western Resources will be sending you an exchange offer with all the
details, as soon as possible after the Securities and Exchange
Commission (SEC) completes its review. However, Western Resources'
offer cannot even proceed unless shareholders vote "AGAINST" the
UtiliCorp deal.
4. What is the timetable for all of this?
You have already received a white proxy card from KLT. You may
receive at least one more of these in the next few days. You will
also receive a BLUE proxy card (and additional information on our
offer) from Western Resources in the next several days. After SEC
review Western Resources will distribute the exchange offer
materials.
5. I am a Western shareholder. What do I do?
Do nothing at this time.
Any questions call:
Georgeson Company, Inc.
1-800-223-2064
<PAGE>
<PAGE> 2
Western Resources
making life a little easier [SM]
SHARES OF KANSAS CITY POWER & LIGHT COMPANY ("KCPL")
COMMON STOCK HELD BY WESTERN RESOURCES, INC. ("WESTERN RESOURCES"),
ITS DIRECTORS AND EXECUTIVE OFFICERS AND CERTAIN EMPLOYEES, OTHER
REPRESENTATIVES OF WESTERN RESOURCES AND CERTAIN OTHER PERSONS WHO MAY
SOLICIT PROXIES, AND CERTAIN TRANSACTIONS BETWEEN ANY OF THEM AND KCPL
Western Resources may solicit proxies against the KCPL/UtiliCorp
United Inc. merger. The participants in this solicitation may include
Western Resources, the directors of Western Resources (Frank J. Becker,
Gene A. Budig, C.Q. Chandler, Thomas R. Clevenger, John C. Dicus, John E.
Hayes, Jr., David H. Hughes, Russell W. Meyer, Jr., John H. Robinson, Louis
W. Smith, Susan M. Stanton, Kenneth J. Wagnon and David C. Wittig), and the
following executive officers and employees of Western Resources or its
subsidiaries: Steven L. Kitchen (E.V.P. and C.F.O.), Carl M. Koupal, Jr.
(E.V.P. and C.A.O.), John K. Rosenberg (E.V.P. and G.C.), Jerry D.
Courington (Controller), James T. Clark (V.P.), William G. Eliason (V.P.),
Thomas L. Grennan (V.P.), Richard M. Haden (E.V.P.), Norman E. Jackson
(E.V.P.), James A. Martin (V.P.), Hans E. Mertens (V.P.), Carl A. Ricketts
(V.P.), David E. Roth (V.P.), Mark A. Ruelle (V.P.), Edward H. Schaub
(V.P.), Thomas E. Shea (Treasurer), Richard D. Terrill (Secretary), William
B. Moore (President, KGE), Steven A. Millstein (President, Westar
Consumer), Rita A. Sharpe (V.P., Westar Business), Kenneth T. Wymore
(President, Westar Business), C. Bob Cline (President, Westar Capital),
Fred M. Bryan (President, KPL), Roderick S. Donovan (V.P., Westar Gas
Marketing), Catherine A. Forbes, Hal L. Jensen, Lisa A. Walsh, Donald W.
Bartling, Michael L. Faler, Clyde R. Hill, Leroy P. Wages, David R. Phelps,
Wayne Kitchen, Glen A. Scott, Jr., Kelly B. Harrison, Marcus J. Ramirez,
Anita J. Hunt, Ira W. McKee, Jr., Michael D. Clark (Controller, Westar
Business), Douglas J. Henry, Annette M. Beck, C.W. Underkofler, Carol E.
Deason, James N. Wishart, Gregory M. Wright, Richard D. Kready, Michel J.
Philipp, Greg A. Greenwood, Carolyn A. Starkey, Bruce A. Akin, James J.
Ludwig, Bruce R. Burns, Kelly D. Foley, Robin D. Brown, Shari L. Gentry and
Rechell L. Smith.
As of April 19, 1996, Western Resources had no security holdings in
KCPL. Robert L. Rives, a person who will solicit proxies, is the
beneficial owner of 500 shares of common stock, no par value, of KCPL (the
"KCPL Common Stock"). Western Resources director Susan M. Stanton serves
as co-trustee of two trusts, which beneficially own 7,900 shares of KCPL
Common Stock. No trading activity has occurred with respect to any of such
stock during the last two years. Western Resources director C.Q. Chandler
is Chairman of the board of directors of INTRUST Financial Corporation.
INTRUST Bank, a subsidiary of INTRUST Financial Corporation, holds in ten
trust accounts an aggregate of 5,468 shares of KCPL Common Stock. Wayne
Kitchen is the beneficial owner of 400 shares of KCPL Common Stock.
Other than as set forth herein, as of the date of this letter,
neither Western Resources nor any of its directors, executive officers or
other representatives or employees of Western Resources or other persons
known to Western Resources who may solicit proxies has any security
holdings in KCPL. Western Resources disclaims beneficial ownership of any
securities of KCPL held by any pension plan of Western Resources or by any
affiliate of Western Resources.
Although Salomon Brothers Inc, financial advisors to Western
Resources, do not admit that they or any of their directors, officers,
employees or affiliates are a "participant," as defined in Schedule 14A
promulgated under the Securities Exchange Act of 1934 by the Securities and
Exchange Commission, or that such Schedule 14A requires the disclosure of
certain information concerning Salomon Brothers Inc, Gregg S. Polle
(Managing Director), Arthur H. Tildesley, Jr. (Director), Terence G. Kawaja
(Vice President) and Anthony R. Whittemore (Associate), in each case of
Salomon Brothers Inc, may assist Western Resources in such a solicitation.
Salomon Brothers Inc engages in a full range of investment banking,
securities trading, market-making and brokerage services for institutional
and individual clients. In the normal course of their business, Salomon
Brothers Inc may trade securities of KCPL for their own account and the
account of their customers and, accordingly, may at any time hold a long or
short position in such securities. As of April 19, 1996, Salomon Brothers
Inc did not hold any securities of KCPL.
Except as disclosed above, to the knowledge of Western Resources,
none of Western Resources, the directors or executive officers of Western
Resources or the employees or other representatives of Western Resources
named above has any interest, direct or indirect, by security holdings or
otherwise, in KCPL.
A registration statement relating to the Western Resources securities
referred to in this letter 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. This letter 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.
<PAGE>
<PAGE> 3
Western Resources
making life a little easier [SM]
10 Reasons to Vote "AGAINST" the proposed UtiliCorp transaction
(and wait for the WR tax-free exchange offer)
1. The WR offer provides superior dividend enhancement for each KLT
share based on Western Resources most recent stock price (4-23-96)
and Western Resources' annual dividend.
KLT current dividend$1.56
WR Offer (4/23/96) 1.92
KLT dividend increase 23%
UCU/KLT "at least in the range" of the current dividend
2. The WR offer provides superior market value for each KLT share.
KLT Price (4/12/96) $23.87
WR Offer 28.00
WR Premium to KLT (4/12/96) 17%
UCU/KLT offered no premium
3. WR has a stronger balance sheet and credit rating.
Western is rated A-/A3.
UtiliCorp is rated BBB/Baa3.
4. The market likes the WR deal better.
Since WR's announcement, WR's price is up, KLT is up, and UCU is
down.
5. WR has a better track record than UtiliCorp.
Total shareholder returns (dividends and capital appreciation) 50%
greater than UtiliCorp since the WR KPL/KGE merger in March of 1992.
6. The WR offer has far greater projected merger savings.
WR/KLT savings (10 years) $1,043 million
UCU/KLT savings (10 years) 636 million
WR/KLT% greater savings 64%
7. The WR offer is better for customers.
WR plan offers rate reductions of $210 million to KLT customers in
first 10 years (30% more than the UCU plan).
<PAGE>
<PAGE> 4
Western Resources
making life a little easier [SM]
8. The WR offer requires fewer regulatory approvals.
Western needs approval or review from just two states (Kansas &
Missouri), the Federal Energy Regulatory Commission (FERC), Hart-
Scott-Rodino, and the Nuclear Regulatory Commission (NRC). UtiliCorp
needs approvals from the FERC, Hart-Scott-Rodino, NRC, 10 states and
three foreign countries.
9. The WR offer is employee friendly.
Western has committed to no lay-offs.
UCU has made no such commitments.
10. WR has demonstrated success with large mergers.
Western's KPL/KGE merger in 1992 was precedent setting and highly
successful.
For questions, call Rick Kready, Western Resources' director of investor
relations: 913-575-8226
Dated: April 25, 1996
<PAGE>
<PAGE> 1
Reservation Form<PAGE>
<PAGE> 1
Western Resources, Inc.
(NYSE: WR)
Merger Information Presentation
(Reservations Required)
City:
Location:
Date:
Time:
Please join members of senior management of Western Resources (WR) as they
explain the benefits of its proposed merger with:
Kansas City Power & Light Co. (KLT)
This meeting will be of specific interest to analysts, portfolio managers,
investment advisors, registered representatives and stockholders of both
companies.
Please RSVP to Sheila Ferhadson at (800) 829-1255,
or fax this back to us at (602) 998-1971.
Name: ____________________________
[ ] Yes, I will attend. Company: __________________________
[ ] No, I cannot attend.
Phone: ____________________________
Fax: ______________________________
For information purposes only - does not constitute an offer to sell or a
solicitation of an offer to buy WR securities.
<PAGE>
<PAGE> 1
SHARES OF KANSAS CITY POWER & LIGHT COMPANY ("KCPL")
COMMON STOCK HELD BY WESTERN RESOURCES, INC. ("WESTERN RESOURCES"),
ITS DIRECTORS AND EXECUTIVE OFFICERS AND CERTAIN EMPLOYEES, OTHER
REPRESENTATIVES OF WESTERN RESOURCES AND CERTAIN OTHER PERSONS WHO MAY
SOLICIT PROXIES, AND CERTAIN TRANSACTIONS BETWEEN ANY OF THEM AND KCPL
Western Resources may solicit proxies against the KCPL/UtiliCorp
United Inc. merger. The participants in this solicitation may include
Western Resources, the directors of Western Resources (Frank J. Becker,
Gene A. Budig, C.Q. Chandler, Thomas R. Clevenger, John C. Dicus, John E.
Hayes, Jr., David H. Hughes, Russell W. Meyer, Jr., John H. Robinson, Louis
W. Smith, Susan M. Stanton, Kenneth J. Wagnon and David C. Wittig), and the
following executive officers and employees of Western Resources or its
subsidiaries: Steven L. Kitchen (E.V.P. and C.F.O.), Carl M. Koupal, Jr.
(E.V.P. and C.A.O.), John K. Rosenberg (E.V.P. and G.C.), Jerry D.
Courington (Controller), James T. Clark (V.P.), William G. Eliason (V.P.),
Thomas L. Grennan (V.P.), Richard M. Haden (E.V.P.), Norman E. Jackson
(E.V.P.), James A. Martin (V.P.), Hans E. Mertens (V.P.), Carl A. Ricketts
(V.P.), David E. Roth (V.P.), Mark A. Ruelle (V.P.), Edward H. Schaub
(V.P.), Thomas E. Shea (Treasurer), Richard D. Terrill (Secretary), William
B. Moore (President, KGE), Steven A. Millstein (President, Westar
Consumer), Rita A. Sharpe (V.P., Westar Business), Kenneth T. Wymore
(President, Westar Business), C. Bob Cline (President, Westar Capital),
Fred M. Bryan (President, KPL), Roderick S. Donovan (V.P., Westar Gas
Marketing), Catherine A. Forbes, Hal L. Jensen, Lisa A. Walsh, Donald W.
Bartling, Michael L. Faler, Clyde R. Hill, Leroy P. Wages, David R. Phelps,
Wayne Kitchen, Glen A. Scott, Jr., Kelly B. Harrison, Marcus J. Ramirez,
Anita J. Hunt, Ira W. McKee, Jr., Michael D. Clark (Controller, Westar
Business), Douglas J. Henry, Annette M. Beck, C.W. Underkofler, Carol E.
Deason, James N. Wishart, Gregory M. Wright, Richard D. Kready, Michel J.
Philipp, Greg A. Greenwood, Carolyn A. Starkey, Bruce A. Akin, James J.
Ludwig, Bruce R. Burns, Kelly D. Foley, Robin D. Brown, Shari L. Gentry and
Rechell L. Smith.
As of April 19, 1996, Western Resources had no security holdings in
KCPL. Robert L. Rives, a person who will solicit proxies, is the
beneficial owner of 500 shares of common stock, no par value, of KCPL (the
"KCPL Common Stock"). Western Resources director Susan M. Stanton serves
as co-trustee of two trusts, which beneficially own 7,900 shares of KCPL
Common Stock. No trading activity has occurred with respect to any of such
stock during the last two years. Western Resources director C.Q. Chandler
is Chairman of the board of directors of INTRUST Financial Corporation.
INTRUST Bank, a subsidiary of INTRUST Financial Corporation, holds in ten
trust accounts an aggregate of 5,468 shares of KCPL Common Stock. Wayne
Kitchen is the beneficial owner of 400 shares of KCPL Common Stock.
Other than as set forth herein, as of the date of this letter,
neither Western Resources nor any of its directors, executive officers or
other representatives or employees of Western Resources or other persons
known to Western Resources who may solicit proxies has any security
holdings in KCPL. Western Resources disclaims beneficial ownership of any
securities of KCPL held by any pension plan of Western Resources or by any
affiliate of Western Resources.
Although Salomon Brothers Inc, financial advisors to Western
Resources, do not admit that they or any of their directors, officers,
employees or affiliates are a "participant," as defined in Schedule 14A
promulgated under the Securities Exchange Act of 1934 by the Securities and
Exchange Commission, or that such Schedule 14A requires the disclosure of
certain information concerning Salomon Brothers Inc, Gregg S. Polle
(Managing Director), Arthur H. Tildesley, Jr. (Director), Terence G. Kawaja
(Vice President) and Anthony R. Whittemore (Associate), in each case of
Salomon Brothers Inc, may assist Western Resources in such a solicitation.
Salomon Brothers Inc engages in a full range of investment banking,
securities trading, market-making and brokerage services for institutional
and individual clients. In the normal course of their business, Salomon
Brothers Inc may trade securities of KCPL for their own account and the
account of their customers and, accordingly, may at any time hold a long or
short position in such securities. As of April 19, 1996, Salomon Brothers
Inc did not hold any securities of KCPL.
Except as disclosed above, to the knowledge of Western Resources,
none of Western Resources, the directors or executive officers of Western
Resources or the employees or other representatives of Western Resources
named above has any interest, direct or indirect, by security holdings or
otherwise, in KCPL.
A registration statement relating to the Western Resources securities
referred to in this letter 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. This letter 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.
<PAGE>
<PAGE> 1
Materials for presentations to be used on or about April 25, 1996.<PAGE>
<PAGE> 1
Western
Resources(r)
and
KCPL
The common-sense
combination
<PAGE>
<PAGE> 2
Western
Resources(r)
and
KCPL
Superior merger in all
respects
o SMART
... a better deal for ALL
The
common-sense
o SOUND
... a stronger union
combination
o STRATEGIC
... a better fit
o VISIONARY
... a better future
<PAGE>
<PAGE> 3
Western
Resources(r)
and
KCPL
Overview
The
common-sense
combination
Critical Issues Western Resources' Offer
KCPL Shareholders' Increased annual dividends
Advantages Premium stock price
Earnings accretion
Tax-free transaction
KCPL Customers' 30% better deal
Advantages Five-year electric rate
moratorium
KCPL Employees' No layoffs
Advantages Opportunities for professional
growth
Kansas City Community Relocation of new business to
Advantages Kansas City
Enhanced economic development
Continued philanthropic support
<PAGE>
<PAGE> 4
Western
Resources(r)
and
KCPL
The common-sense combination
Shareholder advantages
Critical issue: Stock value/dividend
Western Resources' Offer UtiliCorp's Offer
Dividend increase to Dividend "at least in the
$1.72 to $2.03 per share* range" of the current dividend
17% price premium** No premium
Tax-free transaction Tax-free transaction
* Based on Western Resources current annual dividend of $2.06 per share
** Prices at market closing April 12, 1996, which was the last trading
day before announcement of Western Resources' offer
Result: Superior financial offer
by Western Resources
<PAGE>
<PAGE> 5
Western
Resources(r)
and
KCPL
The common-sense combination
Customer advantages
Critical issue: Rate Impact
Western Resources' Offer UtiliCorp's Offer
KCPL rates decrease $21 million KCPL rates decrease $16 million
per year (30 percent better than per year
UtiliCorp's plan)
No electric rate increase for five No electric rate increase for
years five years
KGE rates decrease $10 million per
year
Result: KCPL, KGE rates 10% below current national average in seven years
<PAGE>
<PAGE> 6
Western
Resources(r)
and
KCPL
The common-sense combination
Employee advantages
Critical issue: Job security/job opportunities
Western Resources' Offer UtiliCorp's Offer
No layoffs No commitment
Job opportunities with Western
Resources business units relocated
to Kansas City and Wichita
Results: Opportunities for career advancement
Accomplished based on previous KPL/KGE merger experience
<PAGE>
<PAGE> 7
Western
Resources(r)
and
KCPL
The common-sense combination
Community advantages
Critical issue: Charitable giving/
economic development
Western Resources' Offer UtiliCorp's Offer
Maintain Western Resources/KCPL's Current corporate giving
level of civic and charitable "substantially comparable" for
giving for five years only two years
Results: Stronger community presence by larger participant
Coordinated economic effort focused on
growth
<PAGE>
<PAGE> 8
Western
Resources(r)
and
KCPL
The common-sense combination
Review of
stand-alone companies:
Western Resources
vs. UtiliCorp
<PAGE>
<PAGE> 9
Western
Resources(r)
and
KCPL
The common-sense combination
Strategic position
Western Resources:
The company has a history of growing its business
profitably. Going forward, WR has a stated policy of only
growing through accretive transactions. The company's low-
cost profile provides a big advantage in the developing
competitive market.
UtiliCorp:*
"UtiliCorp United Inc.'s credit quality reflects an average
business position and financial measures that are weak for
the rating."
"Its acquisition strategy (including plans to increase non-
regulated operations, which comprise about 25% of
operations), the unpredictability of future acquisitions
and the capital expenditures associated with these
acquisitions impair credit quality."
"The disperse service territory causes some unique
operating challenges that may result in costs being
slightly higher than competitors who have contiguous
service areas and who operate integrated systems."
"Given the company's acquisition strategy, the most
significant risk is that the company will overextend itself
with additions, and earnings will not be sufficient to meet
the added capital costs."
WR strategic plan complements KCPL's plan
* Standard & Poor's Utility Credit Report - August 1995
<PAGE>
<PAGE> 10
Western
Resources(r)
and
KCPL
The common-sense combination
Financial Profile
WR UtiliCorp
Four-year annualized total return to 12.4% 8.3%
shareholders*
Current bond ratings** A-/A3 BBB/Baa3
1995 financial results***
Total Debt/Total Capital 47% 61%
Payout ratio 74% 100%
Return on average equity 11.1% 8.4%
* Since completion of the March 31, 1992 KPL/KGE merger
** Source: S&P's and Moody's published reports
*** Source: 1995 Annual Reports
Result: Western Resources is a stronger company
<PAGE>
<PAGE> 11
Western
Resources(r)
and
KCPL
The common-sense combination
Better geographic match
[U.S. Map]
Western Resources
o Kansas City Power & Light's Electric
o System
o UtiliCorp's Electric System
<PAGE>
<PAGE> 12
Western
Resources(r)
and
KCPL
The common-sense combination
Operational synergies:
joint ownership of generating properties
Western Resources:
WR and KCPL jointly own Wolf Creek (under a separate operating
company) and LaCygne generating plants
More than $2.2 billion in
common plants
UtiliCorp:
No common plants
with KCPL
<PAGE>
<PAGE> 13
Western
Resources(r)
and
KCPL
The common-sense combination
Operational synergies:
common customers
Western Resources:
WR and KCPL share common customers in 26 communities
Approximately 100,000 customers
in common communities
UtiliCorp:
Few common customers with KCPL
<PAGE>
<PAGE> 14
Western
Resources(r)
and
KCPL
The common-sense combination
Operational synergies:
transmission interconnects
All of Western Resources' and Kansas City Power & Light's electric
operations are directly interconnected at high voltage through FIVE 345 kV
lines.
Only one of UtiliCorp's electric divisions is directly interconnected
with Kansas City Power & Light through TWO 345 kV lines.
<PAGE>
<PAGE> 15
Western
Resources(r)
and
KCPL
The common-sense combination
Merger
considerations
<PAGE>
<PAGE> 16
Western
Resources(r)
and
KCPL
The common-sense combination
10 year savings (net)
WR/KCPL UCU/KCPL*
($ in Millions) ($ in Millions)
Generation
Electric Dispatch $65 $107
Capacity Deferrals 57 162
Other Generation 117 46
Field Operations 106 36
Purchasing Economies (non-fuel) 239 51
Corporative & Administrative:
Information Services 133 109
Other Administrative &
General
(net of costs to achieve) 326 125
TOTAL $1,043 $ 636
* Source: UCU/KCPL Kansas Corporation Commission merger application
<PAGE>
<PAGE> 17
Western
Resources(r)
and
KCPL
The common-sense combination
Simpler regulatory approval
*
Western/KCPL UtiliCorp/KCPL
The
o Federal Energy Regulatory o Federal Energy Regulatory
Commission Commission
o Kansas Corporation Commission o Kansas Corporation Commission
o Missouri Public Service Commission o Missouri Public Service Commission
o Nuclear Regulatory Commission o Nuclear Regulatory Commission
o Hart-Scott-Rodino o Hart-Scott-Rodino
o Colorado Public Service Commission
o Iowa State Utility Board
o Michigan Public Service Commission
o Minnesota Public Utility Commission
o W. Virginia Public Service
Commission
o British Columbia Utilities
Commission
o Treasury of Australia
o New Zealand Investment Commission
* Source: UCU/KCPL joint proxy statement
<PAGE>
<PAGE> 18
Western
Resources(r)
and
KCPL
The common-sense combination
Combined company profile*
Western
KS, MO, OK Resources KCPL Merged Company
Electric
Customers 600,000 430,000 1,030,000
Gas Customers 650,000 0 650,000
Annual Revenues $1.57 billion $886 million $2.46 billion
Assets $5.49 billion $2.88 billion $8.37 billion
Transmission
(miles of line) 6,300 1,700 8,000
Generating
Capacity 5,240 3,103 8,343
(MW)
* Source: 1995 Annual Reports and FERC Form 1
<PAGE>
<PAGE> 19
Western
Resources(r)
and
KCPL
The common-sense combination
Combined company
financial forecast
1998 1999 2000
(dollars in thousands, except per share amounts)
Operating revenues $2,663,371 $2,726,047 $2,799,694
Operating expenses 2,193,688 2,241,227 2,316,283
Transaction costs 88,000 -- --
Operating income 381,683 484,820 483,411
Other income and deductions 65,943 94,531 100,599
Income before interest charges 447,626 579,351 584,010
Interest charges 216,531 210,379 206,877
Net income 231,095 368,972 377,133
Preferred and preference dividends 1,129 1,129 1,129
Earnings applicable to common stock $229,966 $367,843 $376,004
Average common shares outstanding 126,732 128,020 128,020
Earnings per common share $1.81 $2.87 $2.94
Earnings per common share excluding
costs to achieve savings and
transaction costs $2.64 $2.89 $2.94
Dividends per share $2.14 $2.18 $2.22
<PAGE>
<PAGE> 20
Western
Resources(r)
and
KCPL
The common-sense combination
Analyst comments*
o "Western Resources' offer to merge with KLT appears significantly
better than KLT's proposed merger with UtiliCorp. New company would
have higher earnings, higher dividend, strong balance sheet and good
cash flow."
Greg Gordon, CFA, Oppenheimer & Co., Inc. April 18, 1996
o "WR's offer is clearly better for KLT shareholders and customers than
the agreed-to merger with UCU."
Douglas A. Fischer, CFA, A.G. Edwards & Sons, Inc., April 15,
1996
o "... we believe that WR's proposal is clearly superior from both a
shareholder (premium and dividend increase), ratepayer (larger rate
cuts), and political standpoint."
Steven I. Fleishman, Dean Witter Reynolds, Inc., April 16, 1996
* Permission was neither sought nor obtained to use the above quotes from
industry experts.<PAGE>
<PAGE> 21
Western
Resources(r)
and
KCPL
The common-sense combination
Analyst comments*
o "... UtiliCorp (UCU) carries the most downside for KLT. We anticipate
a BBB+ rating under this scenario because: (1) UCU has weaker
financials; (2) proposes a 'single' company structure; and (3) has
fewer operating synergies. A WR/KLT combination would be an easier
'sell' to shareholders and regulators the two most important
constituencies involved here. Shareholders will undoubtedly find the
$1.23 per share premium attractive and regulators will undoubtedly be
lured by the $1.043 billion expense savings (1/3 of which will be
passed on to customers)."
Dan Scotto, Bear Stearns & Co., Inc., April 15, 1996
o "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 rate payers. Because of this, we
have a great deal of confidence that the management can accomplish
similar success in a merger with KLT."
Barry M. Abramson, CFA, Prudential Securities, April 16, 1996
* Permission was neither sought nor obtained to use the above quotes from
industry experts.<PAGE>
<PAGE> 22
Western
Resources(r)
and
KCPL
The common-sense combination
Typical merger timeline
Western Resources proxy and
exchange offer filing April 22
Effective date of proxy 7-10 days
from April 22
combination
Effective date of 30-60 days
registration statement from April 22
KCPL shareholder meeting May 22
Exchange offer 12-18 months
closes/regulatory approval from April 22
<PAGE>
<PAGE> 1
SHARES OF KANSAS CITY POWER & LIGHT COMPANY ("KCPL") COMMON STOCK HELD BY
WESTERN RESOURCES, INC. ("WESTERN RESOURCES"), ITS DIRECTORS AND EXECUTIVE
OFFICERS AND CERTAIN EMPLOYEES, OTHER REPRESENTATIVES OF WESTERN RESOURCES
AND CERTAIN OTHER PERSONS WHO MAY SOLICIT PROXIES, AND CERTAIN TRANSACTIONS
BETWEEN ANY OF THEM AND KCPL.
Western Resources may solicit proxies against the KCPL/UtiliCorp United
Inc. merger. The participants in this solicitation may include Western
Resources, the directors of Western Resources (Frank J. Becker, Gene A.
Budig, C.Q. Chandler, Thomas R. Clevenger, John C. Dicus, John E. Hayes,
Jr., David H. Hughes, Russell W. Meyer, Jr., John H. Robinson, Louis W.
Smith, Susan M. Stanton, Kenneth J. Wagnon and David C. Wittig), and the
following executive officers and employees of Western Resources or its
subsidiaries: Steven L. Kitchen (E.V.P. and C.F.O.), Carl M. Koupal, Jr.
(E.V.P. and C.A.O.), John K. Rosenberg (E.V.P. and G.C.), Jerry D.
Courington (Controller), James T. Clark (V.P.), William G. Eliason (V.P.),
Thomas L. Grennan (V.P.), Richard M. Haden (E.V.P.), Norman E. Jackson
(E.V.P.), James A. Martin (V.P.), Hans E. Mertens (V.P.), Carl A. Ricketts
(V.P.), David E. Roth (V.P.), Mark A. Ruelle (V.P.), Edward H. Schaub
(V.P.), Thomas E. Shea (Treasurer), Richard D. Terrill (Secretary), William
B. Moore (President, KGE), Steven A. Millstein (President, Westar
Consumer), Rita A. Sharpe (V.P., Westar Business), Kenneth T. Wymore
(President, Westar Business), C. Bob Cline (President, Westar Capital),
Fred M. Bryan (President, KPL), Roderick S. Donovan (V.P., Westar Gas
Marketing), Catherine A. Forbes, Hal L. Jensen, Lisa A. Walsh, Donald W.
Bartling, Michael L. Faler, Clyde R. Hill, Leroy P. Wages, David R. Phelps,
Wayne Kitchen, Glen A. Scott, Jr., Kelly B. Harrison, Marcus J. Ramirez,
Anita J. Hunt, Ira W. McKee, Jr., Michael D. Clark (Controller, Westar
Business), Douglas J. Henry, Annette M. Beck, C.W. Underkofler, Carol E.
Deason, James N. Wishart, Gregory M. Wright, Richard D. Kready, Michel J.
Philipp, Greg A. Greenwood, Carolyn A. Starkey, Bruce A. Akin, James J.
Ludwig, Bruce R. Burns, Kelly D. Foley, Robin D. Brown, Shari L. Gentry and
Rechell L. Smith.
As of April 19, 1996, Western Resources had no security holdings in KCPL.
Robert L. Rives, a person who will solicit proxies, is the beneficial owner
of 500 shares of common stock, no par value, of KCPL (the "KCPL Common
Stock"). Western Resources director Susan M. Stanton serves as co-trustee
of two trusts, which beneficially own 7,900 shares of KCPL Common Stock.
No trading activity has occurred with respect to any of such stock during
the last two years. Western Resources director C.Q. Chandler is Chairman
of the board of directors of INTRUST Financial Corporation. INTRUST Bank,
a subsidiary of INTRUST Financial Corporation, holds in ten trust accounts
an aggregate of 5,468 shares of KCPL Common Stock. Wayne Kitchen is the
beneficial owner of 400 shares of KCPL Common Stock.
Other than as set forth herein, as of the date of this letter, neither
Western Resources nor any of its directors, executive officers or other
representatives or employees of Western Resources or other persons known to
Western Resources who may solicit proxies has any security holdings in
KCPL. Western Resources disclaims beneficial ownership of any securities
of KCPL held by any pension plan of Western Resources or by any affiliate
of Western Resources.
Although Salomon Brothers Inc, financial advisors to Western Resources, do
not admit that they or any of their directors, officers, employees or
affiliates are a "participant," as defined in Schedule 14A promulgated
under the Securities Exchange Act of 1934 by the Securities and Exchange
Commission, or that such Schedule 14A requires the disclosure of certain
information concerning Salomon Brothers Inc, Gregg S. Polle (Managing
Director), Arthur H. Tildesley, Jr. (Director), Terence G. Kawaja (Vice
President) and Anthony R. Whittemore (Associate), in each case of Salomon
Brothers Inc, may assist Western Resources in such a solicitation. Salomon
Brothers Inc engages in a full range of investment banking, securities
trading, market-making and brokerage services for institutional and
individual clients. In the normal course of their business, Salomon
Brothers Inc may trade securities of KCPL for their own account and the
account of their customers and, accordingly, may at any time hold a long or
short position in such securities. As of April 19, 1996, Salomon Brothers
Inc did not hold any securities of KCPL.
Except as disclosed above, to the knowledge of Western Resources, none of
Western Resources, the directors or executive officers of Western Resources
or the employees or other representatives of Western Resources named above
has any interest, direct or indirect, by security holdings or otherwise, in
KCPL.
A registration statement relating to the Western Resources securities
referred to in this letter 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. This letter 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.<PAGE>
<PAGE>1
Pre-recorded telephone message<PAGE>
<PAGE> 1
VRS Script Opening Message
On Wednesday, April 24, the closing market price for Western
Resources common stock was $29.875.
The company announced an offer to merge with the Kansas City Power
& Light Company in a tax-free stock for stock transaction. From the main
menu press 5 from a touch tone telephone for additional information
regarding the merger offer.
VRS Message Announcing KCPL Offer
On April 14 Western Resources made an offer to merge with
the Kansas City Power & Light Company. In the proposed
offer, Western Resources and KCPL would merge in a tax-free
stock for stock transaction valued at approximately $1.7
billion, or $28 per KCPL commons share.
The combination is expected to provide earnings accretion
for Western Resources shareholders and holders of KCPL
common stock. In addition, this combination will strengthen
the balance sheet of the combined company.
A Western Resources/KCPL merger is beneficial for
shareholders, customers, and employees because of the
natural synergies we bring in many areas, including our
overlapping service territory and the $2 billion of plant
under common ownership.
More than $1 billion in aggregate cost savings have been
identified in the first 10 years, following the completion
of a Western Resources/KCPL combination. These savings
would be achieved without layoffs, and with lower electric
rates for our KGE and KCPL customers. There would also be a
five-year moratorium on electric rate increases for KCPL,
KPL, and KGE retail customers.
We await a response from KCPL's Board of Directors about our
offer.
With or without this merger, Western Resources will continue
with its strategic plan, looking for growth opportunities
and providing customers with quality services.
We will keep you informed of developments in our offer to
KCPL.<PAGE>
