SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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/ / Preliminary Proxy Statement
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/ / 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)
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The following is an excerpted script of a media teleconference conducted by
Western Resources' Senior Management on June 17, 1996:
INTRODUCTION: "Important legal information about the status of Western
Resources' registration statement follows the excerpts of the media
conference. The material that follows contains certain statements of opinion
and belief."
Excerpted Transcript of the Western Resources Media Teleconference
with John E. Hayes, Jr., Chairman and CEO, David Wittig, President, Steve
Kitchen, Executive Vice President and CFO
June 17, 1996
John E. Hayes, Jr.:
Thank you very much and good morning to you all.
Thank you for joining us. I would like to make a few brief opening comments
and then open it up for any questions you may have.
First of all, David Wittig, president of Western Resources, and Steve Kitchen,
who is our executive vice president and chief financial officer are present.
As you know, we have made an offer to merge with KCPL. It is our view that
the benefits of combining KCPL and Western Resources are simply too great to
pass up.
Now, because of this opportunity for shareowners, customers and employers and,
in fact, the communities we serve, our board of directors has authorized me to
make the following increase in our proposal.
We are now offering KCPL shareowners $31 per share (within a collar of .933
and 1.1). That is an increase from our original proposal of $28 per share.
This new price represents a 30% premium over KCPLs closing price on April 12,
which was the last trading day prior to the announcement of our original offer
and it's a 20% premium over last Friday's KCPL closing price. The projected
dividend range per KCPL share also goes up with this offer.
Western Resources projects that the annual dividend and closing in 1998 will
range from $2 to $2.35. This compares with the announced UtiliCorp intention
to recommend a $1.85.
Raising our offer reflects our belief that this merger makes great business
sense and we must aggressively pursue its completion. Our plan is to move
forward.
We've urged the KCPL board of directors to accept our offer, which we believe
is clearly financially superior to the UtiliCorp proposal.
In our view, the recent restructuring of the UtiliCorp proposal is frankly an
obvious attempt to restrict the voice of the KCPL shareowners. We remain
hopeful that KCPL's management and board will see the merits and benefits of
our new offer, and for the sake of their shareowners, employees and customers
will take the opportunity to meet with us personally to discuss our offer.
With that, I'd be interested in hearing questions and comments if there are
any.
Carrie Dooley, Bloomberg News:
CD: Has the Kansas City board approached you at all since you've made your
offer?
JEH: No, they have not.
CD: Are you expecting to hear from them after this offer?
JEH: We certainly hope so. We've asked to hear from them this week if at all
possible. We believe that this offer being a control premium offer, that it's
an offer that, in our opinion, just cannot be ignored because it is so
powerful in terms of the interests of their shareowners.
Charles Crumpley, The Kansas City Star:
CC: Nonetheless, as a result of the increased price you would be paying under
your restructured deal, would Western have to look for additional measures for
cost cutting?
David Wittig: No.
JEH: No, this all fits within the billion dollar plus cost savings we have
identified previously. It all fits there in terms of a portion going to
customers and a portion going to accelerating the depreciation of Wolf Creek
and a portion going to retiring transaction costs and a portion to shareowners
either through direct dividends or retained earnings.
CC: Let me ask a parochial question, please. Would the restructured deal
have any new effect on jobs in Kansas City?
JEH: No, we still maintain the same policy that we have maintained for years
that we have carried out all business combinations. Yes, we combine jobs and
wind up with fewer job functions on the payroll and save money to pass along
to customers and shareowners. But every person, who is on the payroll, gets
an opportunity to stay on the payroll.
John Wiley, Electric Utility Week:
JW. The question that I see is a follow up on one asked earlier, where
someone was saying are you paying too much. I guess my question would be are
you comfortable raising this offer at a time when you have a pending rate case
with a very substantial reduction proposed by staff, a reduction in rates even
beyond what CURB is proposing, which is a very unusual situation?
JEH: We're very comfortable in doing it. The offer represents what we feel
to be the value to our shareowners and customers for this combination.
Remember that we were the first ones to propose over $92 million worth of rate
reductions for our customers. We're talking about timing here.
We also tend to shove into the background the fact that we just put into
effect a $34 million plus rate increase in our gas operations. We do not feel
that there's anything but positive implications for our future here.
We are in the business of proposing significant rate reductions on a schedule
and in a way that makes solid financial sense. We always count on regulation,
the regulators, the commissioners to pursue sound policies and exercise good
judgment, and we still do. And, we feel totally comfortable with this offer
that we have made.
Charles Crumpley, The Kansas City Star:
CC: Yes, let me ask one quick follow-up question, please. We've been
concentrating today, of course, on shareholders' reaction, but how about
current customers of KCPL. What possible benefit would they have if your deal
were successful?
JEH: We continue to hold forth a rate cut for the Kansas customers of KCPL
that is 30% deeper than what is proposed in their combination with UtiliCorp.
We have adopted the recently announced KCPL rate reduction that will go into
place this year and next year for Missouri customers. That is all added to a
five year moratorium on price.
We also will do things that we haven't even discussed. We'll bring improved
service to the KCPL customers with such things as our 24 hours-a-day, 7
day-a-week customer action centers, our warranty programs and a number of
other service improvements and capabilities that we believe will make life a
little easier for those customers at lower prices for the electricity that
they buy.
John E. Hayes, Jr., Closing Statement:
JEH: We appreciate you joining us. We will be available in person in the
Kansas City area, New York and on the West Coast, and will be happy to answer
questions for you at any time and provide information.
Traditionally one ends these sort of things with a commercial, I'll forego
that. You know where we have been with this offer. We believe it is sound
and solid. It's been discussed widely and nothing has changed in terms of its
specific value and what we can do with this combined company going forward.
The only thing that has changed is that we have raised our offer from $28 a
share to $31 a share. That is well, well within the financial capability that
comes out of this combination and produces positive benefits for our
shareowners, KCPL shareowners, both sets of customers, both sets of employees
and the communities where we operate.
We appreciate you being with us this morning. Please let us hear from you
whenever we can provide you with any kind of information. We're very pleased
to do so, and we appreciate your indulgence.
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.
<PAGE1>
The following press release was released on June 26, 1996:
WESTERN RESOURCES' CFO ISSUES MEMO TO THE STREET
MEMO QUESTIONS KCPL MANAGEMENT'S MOTIVATION,
CRITICIZES DIRECTION TO MERRILL LYNCH
TOPEKA, Kansas, June 26, 1996 -- Steven L. Kitchen, Western Resources chief
financial officer, today issued a memorandum to the financial community
questioning the benefits Kansas City Power & Light Company's management
receives by rejecting Western Resources' latest offer.
Among other things, the memo reviews public filings by KCPL. The latest of
which was a June 25 filing at the Securities and Exchange Commission in which
KCPL management instructed Merrill Lynch, KCPL's financial advisor, not to
consider the Western Resources offer.
"We think it is unconscionable that KCPL management instructed its financial
advisors not to consider our offer in evaluating the fairness of the UtiliCorp
proposal to KCPL shareowners," said Kitchen in his two-page memo. "Ignoring
the facts does not benefit the owners of KCPL."
Attached is a copy of the memorandum sent earlier today.
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 Business Services, Westar Consumer
Services, 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.
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 sale.
<PAGE2>
The following is a memorandum issued on June 26, 1996 by Steven L. Kitchen,
CFO to Analysts and the Financial Community:
MEMORANDUM
TO: Analysts and the Financial Community
FROM: Steven L. Kitchen, Western Resources, Chief Financial Officer
DATE: June 26, 1996
RE: Kansas City Power & Light Management Entrenchment
BACKGROUND
As you know, Western Resources on June 17 increased its tax-free exchange
offer from $28 to $31 of Western Resources common stock being offered for each
KCPL share of common stock.
The resulting annual dividend rate per KCPL share would equate to between
$2.00 and $2.35 based on our projected post-merger annual dividend for 1998.
Despite this strong offer, KCPL again refused to meet with us and yesterday
rejected our offer. We find this unbelievable.
QUESTIONABLE MANAGEMENT
In their rejection, KCPL management continues to use the same old, tired
arguments that many industry analysts already have dismissed.
In addition, KCPL management has specifically instructed Merrill Lynch, KCPL's
financial advisor, not to consider our offer in evaluating the fairness of the
UtiliCorp proposal to KCPL shareowners.
We believe this latest attempt to circumvent KCPL shareowners is simply a
matter of convenience for KCPL management.
It seems clear to us that our offer, even though vastly superior in the view
of an overwhelming majority of industry analysts, was never seriously
considered.
WHAT THE RECORD SHOWS . . .
A simple review of the public record reflects the fact that KCPL management
doesn't want its shareowners to have all the facts:
May 20 - KCPL and UtiliCorp restructure their proposal, based on what we
believe to be a lack of shareowner support, and cancel the shareowner vote
scheduled for May 22.
June 17 - Western Resources increases its offer to $31 per KCPL share with a
projected dividend of $2.00 - $2.35 and asks to meet with the KCPL board.
June 19 - Drue Jennings, KCPL chairman, president, and CEO, writes to KCPL
shareowners and instructs them to throw away Western Resources' proxy card and
other materials without reading them.
June 25 - In materials filed with the SEC, KCPL makes it clear that they
instructed Merrill Lynch not to consider the Western Resources' $31 per KCPL
share offer in rendering a "fairness opinion" to the board about the proposed
merger with UtiliCorp. [p. 17, Form S-4, Registration Statement].
June 25 - KCPL again refuses to meet with Western Resources and rejects offer.
WHO TRULY BENEFITS BY REJECTING OUR OFFER?
We think it is unconscionable that KCPL management instructed its financial
advisors not to consider our offer when advising the board regarding its
decision on the UtiliCorp proposal.
Ignoring the facts does not benefit the owners of KCPL.
In fact, the only people who seem to benefit by rejecting our offer are KCPL
management through a lucrative compensation package associated with the
UtiliCorp deal. However, not all details relating to such arrangements are
clearly spelled out in KCPL's proxy material, once again not providing all
relevant facts to shareowners.
KCPL SHAREOWNERS SHOULD BE HEARD
We encourage you to contact us if KCPL shareowners have questions or you wish
to pass along comments.
We also encourage you to provide to KCPL shareowners the 1-800-223-2064
telephone number of Georgeson & Company, who is assisting us, so they can
discuss the benefits of our offer.
And finally, we can provide to you a listing of KCPL management and board
addresses and telephone numbers so KCPL shareowners can be heard.
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 sale.
<PAGE3>
The following employee update was issued on June 26, 1996:
WESTERN RESOURCES' CFO ISSUES MEMO TO THE STREET
MEMO QUESTIONS KCPL MANAGEMENT'S MOTIVATION,
CRITICIZES DIRECTION TO MERRILL LYNCH
Steven L. Kitchen, Western Resources chief financial officer, today
issued a memorandum to the financial community questioning the benefits
Kansas City Power & Light Company's management receives by rejecting
Western Resources' latest offer.
Among other things, the memo reviews public filings by KCPL. The
latest of which was a June 25 filing at the Securities and Exchange
Commission in which KCPL management instructed Merrill Lynch, KCPL's
financial advisor, not to consider the Western Resources offer.
"We think it is unconscionable that KCPL management instructed its
financial advisors not to consider our offer in evaluating the fairness
of the UtiliCorp proposal to KCPL shareowners," said Kitchen in his
two-page memo. "Ignoring the facts does not benefit the owners of KCPL."
Below is a copy of the memorandum sent earlier today.
MEMORANDUM
TO: Analysts and the Financial Community
FROM: Steven L. Kitchen, Western Resources, Chief Financial Officer
DATE: June 26, 1996
RE: Kansas City Power & Light Management Entrenchment
BACKGROUND
As you know, Western Resources on June 17 increased its tax-free
exchange offer from $28 to $31 of Western Resources common stock being
offered for each KCPL share of common stock.
The resulting annual dividend rate per KCPL share would equate to
between $2.00 and $2.35 based on our projected post-merger annual
dividend for 1998.
Despite this strong offer, KCPL again refused to meet with us and
yesterday rejected our offer. We find this unbelievable.
QUESTIONABLE MANAGEMENT
In their rejection, KCPL management continues to use the same old,
tired arguments that many industry analysts already have dismissed.
In addition, KCPL management has specifically instructed Merrill
Lynch, KCPL's financial advisor, not to consider our offer in evaluating
the fairness of the UtiliCorp proposal to KCPL shareowners.
We believe this latest attempt to circumvent KCPL shareowners is
simply a matter of convenience for KCPL management.
It seems clear to us that our offer, even though vastly superior in
the view of an overwhelming majority of industry analysts, was never
seriously considered.
WHAT THE RECORD SHOWS . . .
A simple review of the public record reflects the fact that KCPL
management doesn't want its shareowners to have all the facts:
May 20 - KCPL and UtiliCorp restructure their proposal, based on
what we believe to be a lack of shareowner support, and cancel the
shareowner vote scheduled for May 22.
June 17 - Western Resources increases its offer to $31 per KCPL
share with a projected dividend of $2.00 - $2.35 and asks to meet with
the KCPL board.
June 19 - Drue Jennings, KCPL chairman, president, and CEO, writes
to KCPL shareowners and instructs them to throw away
Western Resources' proxy card and other materials without reading them.
June 25 - In materials filed with the SEC, KCPL makes it clear that they
instructed Merrill Lynch not to consider the Western Resources' $31 per
KCPL share offer in rendering a "fairness opinion" to the board about the
proposed merger with UtiliCorp. [p. 17, Form S-4, Registration Statement].
June 25 - KCPL again refuses to meet with Western Resources and
rejects offer.
WHO TRULY BENEFITS BY REJECTING OUR OFFER?
We think it is unconscionable that KCPL management instructed its
financial advisors not to consider our offer when advising the board
regarding its decision on the UtiliCorp proposal.
Ignoring the facts does not benefit the owners of KCPL.
In fact, the only people who seem to benefit by rejecting our offer
are KCPL management through a lucrative compensation package associated
with the UtiliCorp deal. However not all details relating to such
arrangements
are clearly spelled out in KCPL's proxy material, once again not providing
all relevant facts to shareowners.
KCPL SHAREOWNERS SHOULD BE HEARD
We encourage you to contact us if KCPL shareowners have questions or
you wish to pass along comments.
We also encourage you to provide to KCPL shareowners the
1-800-223-2064 telephone number of Georgeson & Company, who is assisting
us, so they can discuss the benefits of our offer.
And finally, we can provide to you a listing of KCPL management and
board addresses and telephone numbers so KCPL shareowners can be heard.
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
sale.
<PAGE4>
