SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant / /
Filed by a Party other than the Registrant /X/
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11 or
or Rule 14a-12
KANSAS CITY POWER AND LIGHT COMPANY
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(Name of Registrant as Specified In Its Charter)
WESTERN RESOURCES, INC.
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(I)(1), or 14a-6(I)(2)
/ / $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(I)(3)
/ / Fee computed on table below per Exchange Act Rules 14a-6(I)(4)
and 0-11
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:*
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4) Proposed maximum aggregate value of transaction:
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Set forth the amount on which the filing fee is calculated and state how it
was determined.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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/x/ Filing fee paid with preliminary filing.
The following letters were mailed to area business leaders on June 17, 1996:
June 17, 1996
<SALUTATION> <F_NAME> <L_NAME>
<COMPANY>
<ADDRESS1>
<ADDRESS2>
[CITY], [STATE], [ZIP]
Dear <SALUTATION> <L_NAME>,
There has been a new development in our offer to merge with Kansas City
Power & Light Company (KCPL) that I would like to share with you. Today, we
increased the value of our offer to merge with KCPL to $31 from $28 in Western
Resources' common shares for each share of KCPL common stock subject to a
protective collar of at least .933 and as much as 1.1 shares of Western
Resources stock. Our offer remains a tax-free, stock-for-stock transaction.
We believe our offer continues to be financially superior to UtiliCorp's
proposal. We also are committed to providing decreases in electric rates for
KCPL customers as a result of a successful Western Resources/KCPL combination.
As you may remember, on April 14 we announced our intent to decrease
electric rates for KCPL customers. If our merger offer is accepted, we will
honor the Missouri rate reduction of $20 million per year, reducing rates for
KCPL Missouri customers by $20 million and providing $8 million in reductions
to KCPL Kansas customers.
Western Resources has made this offer for KCPL because the benefits
resulting from a Western Resources/KCPL merger are too great to ignore. We
remain hopeful that KCPL's management and board will see the merits and
benefits of our new offer and take the opportunity to meet with us personally
for discussions.
As new developments occur in our proposal, we will keep you informed. In
the meantime, Western Resources will continue with its strategic plan,
pursuing growth opportunities and providing customers with quality services.
Thank you for your interest.
Sincerely,
/s/ John E. Hayes, Jr.
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 law of
any such state.
June 17, 1996
Name
Company Name
Address
Address
City, State Zip
Dear Wichita political/business leader,
There has been a new development in our offer to merge with Kansas City
Power & Light Company (KCPL) that I would like to share with you.
Today, we increased the value of our offer to merge with KCPL to $31
from $28 in Western Resources' common shares for each share of KCPL common
stock subject to a protective collar of at least .933 and as much as 1.1
shares of Western Resources stock. Our offer remains a tax-free,
stock-for-stock transaction.
We believe our offer continues to be financially superior to UtiliCorp's
proposal, and we are committed to providing decreases in electric rates for
KGE customers as a result of a successful Western Resources/KCPL combination.
If our offer is accepted, at the end of a 10-year period following the merger,
KGE electric rates would be more than 10 percent below the national average.
Western Resources has made this offer for KCPL because the benefits
resulting from a Western Resources/KCPL merger are too great to ignore. We
remain hopeful that KCPL's management and board will see the merits and
benefits of our new offer and take the opportunity to meet with us personally
for discussions.
As new developments occur in our offer, we will keep you informed. In
the meantime, Western Resources will continue with its strategic plan,
pursuing appropriate growth opportunities and providing customers with quality
services. Thank you for your interest.
Sincerely,
/s/ Bill Moore
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 law of
any such state.
The following employee update was released on June 18, 1996:
EMPLOYEE UPDATE June 18, 1996
Employees are encouraged to call Starline with questions or comments
about the proposed merger with KCPL or other company issues. You may
call the Starline by dialing 1-800-621-4282 or, from your work location,
call 913-575-8180. Please leave your name and location for the fastest
reply. The following questions with answers are a compilation of those
received recently on Starline:
Q. Briefly explain this most recent offer Western Resources has
proposed?
A. Western Resources has increased the value of its offer for each KCPL
common share by three dollars, from $28 to $31. It is a tax-free,
stock-for-stock transaction valued at approximately $1.9 billion. KCPL
shareowners will receive up to 1.1 and at least .933 shares of Western
Resources' common stock for each of their common shares. This higher
offer reflects Western Resources' belief that a combination with KCPL is
a smart business opportunity that is in the best interests of our
respective shareowners, region, customers and employees.
Q. Why did Western Resources feel compelled to increase its offer for
KCPL?
A. We believe this is a business opportunity with too many positive
benefits for the shareowners, region, customers and employees to let
pass. We share contiguous service areas, jointly serving more than
100,000 customers. We have joint interests in $2 billion in assets. The
synergies available are real, as are the projected cost savings of more
than $1 billion in the first 10 years. We strongly believe our offer
makes much more sense from a business and financial point of view.
Q. What are you asking KCPL to do?
A. We would hope that KCPL's management and its board of directors
would take the best interests of their shareowners, employees,
customers, and the region to heart in considering our offer. We continue
to be prepared to negotiate a friendly transaction with KCPL and have
asked that the KCPL board respond to us by noon, Monday, June 24.
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 law of any such state.
The following letter was released to Western Resources Shareholders on Jun 17,
1996:
John E. Hayes, Jr.
Chairman of the Board and
Chief Executive Officer
June 17, 1996
Dear Western Resources Shareowner,
Because of the tremendous growth potential and savings opportunities,
Western Resources today increased its offer to merge with Kansas City Power &
Light Company.
We have increased the offer to KCPL from $28 to $31 with a minimum of
.933 and a maximum of 1.1 shares of Western Resources common stock being
offered for each KCPL share of common stock. The resulting annual dividend per
KCPL share would equate to between $2.00 and $2.35 based on our projected
annual dividend for 1998.
The increased offer demonstrates how serious Western Resources is about
the KCPL combination. It will hopefully put to rest the misinformation
campaign about Western Resources' true intentions in this effort. We also hope
it will bring the KCPL board around to a negotiated transaction. As you know,
they have refused to meet with us to discuss our offer.
As with our other business opportunities, this newest development is
designed to grow your investment in Western Resources. It represents another
element of our business plan. We have proceeded thoughtfully throughout the
KCPL effort in order to maintain the financial confidence you have placed in
us.
As always, if you have questions, please contact us at 1-800-527-2495.
Sincerely,
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.
Western Resources, Inc., 818 Kansas Avenue, P.O. Box 889, Topeka, Kansas
66601-0889
Phone: 1-800-527-2495 Internet: http://www.wstnres.com
