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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))
/x/ Definitive additional materials
/ / 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:
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[DESCRIPTION OF MATERIALS]
The following letter and attachment were disseminated to KCPL
Shareholders on or about July 30, 1996.
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Western Resources
John E. Hayes, Jr.
Chairman of the Board
and Chief Executive Officer
July 29, 1996
Dear KCPL Shareowner:
Less than 10 days remain before the KCPL Special Meeting. We believe
the value of your investment in the Kansas City Power & Light Company is
seriously at risk. To protect your investment, please sign, date and
return the GOLD proxy card today.
If the UtiliCorp proposal is approved, you stand to lose over $4.00
per share in value and up to 27% of your projected annual dividends.
Remember, UtiliCorp has been plagued by write-offs that have cost its
shareowners millions, and that Standard & Poors has cited UtiliCorp for its
"weak financials." Its shareowners have even sued it for securities fraud
relating to bad investments and embezzlement.
IT'S YOUR MONEY!
ASK YOURSELF, CAN YOU AFFORD UTILICORP?
We believe the stock market, not rhetoric, is the most accurate
indicator of value. Here are the current values of the two transactions
based upon NYSE closing prices on July 26, 1996, the day Western Resources
announced it had settled its rate case on favorable terms with the KCC
staff.
Western UtiliCorp/
Resources/KCPL1 KCPL2 Difference
Value per KCPL Share $31.00 $26.57 $4.43
Projected Annual Dividend $2.00-$2.35 $1.85 $.15-$.50
Don't allow yourself to be railroaded into accepting an inferior
investment. In their misleading brochure entitled "A New World of Energy,"
KCPL attempted to convince you that the pending rate case would devastate
Western Resources' stock price. They were wrong. The recently announced
rate case settlement destroys KCPL management's last excuse for rejecting
our offer. Western Resources' stock price was unaffected on the day of the
announcement of the settlement. Furthermore, the settlement will not
adversely affect our previously reported post-merger earnings projections
nor our ability to pay our projected dividends.
Here's what Edward Tirello of NatWest Markets, one of the most
respected utility analysts, said about this development:
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"The settlement also effectively takes the wind out of Kansas
City Power & Light's sails in its labored attempt to stave off
WR's advances. We regard this settlement as one more example
of WR's ability to make good on its promises. We believe KCPL
shareholders have only one clear choice, and that is to vote
against the proposed KCPL/UtiliCorp United merger and to tender
their shares to WR." (July 26, 1996 (emphasis added)).
IT'S NOT TOO LATE TO ACT TO PROTECT THE VALUE OF YOUR INVESTMENT IN
THE KANSAS CITY POWER & LIGHT COMPANY. PLEASE SIGN, DATE AND RETURN THE
ENCLOSED GOLD PROXY CARD TODAY, VOTING AGAINST THE UTILICORP PROPOSAL. IF
YOU PREVIOUSLY RETURNED A WHITE PROXY CARD, YOU HAVE EVERY RIGHT TO CHANGE
YOUR VOTE BY SIGNING, DATING AND RETURNING THE GOLD PROXY CARD TODAY.
The accompanying charts demonstrate that Western Resources has
outperformed both KCPL and, more importantly, UtiliCorp over industry-
standard one- and five-year periods in cumulative total returns to its
shareowners. We have paid dividends in every year since 1924 and have
increased those dividends every year for the past twenty years. We intend
to continue our record of increasing dividends in the future.
In contrast, as a respected utility analyst has said:
"UCU's recent acquisitions have diluted shareholder value...a
dividend reduction may be more likely under a UCU-KLT
combination in our view than under a WR-KLT combination."3
DON'T BE MISLED
Through a campaign that we believe includes scare tactics,
distortions and outright untruths, KCPL management has sought to sell
you--for a second time--a transaction that in our opinion will leave a hole
in your pocketbook while paying lavish benefits to a handful of KCPL
executives, particularly Drue Jennings. In a letter dated July 25, Mr.
Jennings complained that we have unfairly characterized his compensation
arrangement. Yet, the fact is that Mr. Jennings would receive a golden
parachute worth more than $8.0 million under the UtiliCorp proposal.
VOTE TODAY TO PROTECT YOUR INVESTMENT
We were gratified by the significant support we received in
connection with KCPL's 1996 Annual Meeting. Facing certain defeat, KCPL
withdrew the UtiliCorp proposal from the Annual Meeting agenda. Since that
time, Western Resources has
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improved its offer from $28 to $31 per KCPL share.1 We must ask you once
more to defeat the ill-advised proposal to merge with UtiliCorp.
Protect your investment. Vote the GOLD proxy card today.
Sincerely,
/s/ John Hayes
--URGENT--
If the UtiliCorp proposal is defeated, you will retain your KCPL
shares and preserve your right to consider a higher offer, and UtiliCorp
would be free to improve its offer. But, if the UtiliCorp proposal is
approved, you will be stuck with the current Utilicorp proposal at a
potential cost to KCPL shareowners of almost $300 million and a loss of
projected annual dividends of more than $32 million. Vote the GOLD
proxy card today. Remember, abstentions will have the same effect as
votes cast against the UtiliCorp proposal.
1 Value per KCPL Share (payable in Western Resources common stock) assumes
that Western Resources' average share price is between $28.18 and $33.23
at the time of closing. The projected annual dividend per KCPL Share is
based upon Western Resources' projected post-merger 1998 annual dividend
rate of $2.14 per share of Western Resources common stock and the exchange
ratio in Western Resources' offer.
2 Value per KCPL Share is based upon the NYSE closing prices of UtiliCorp and
KCPL on July 26, 1996 and the exchange ratio set forth in the UtiliCorp/
KCPL merger agreement. The projected annual dividend per KCPL Share is
based upon the stated intention of KCPL and UtiliCorp to recommend an
annual dividend rate of $1.85 per KCPL Share following consummation of the
proposed UtiliCorp/KCPL transaction.
3 John Edwards, Redwood Securities Group, Inc. July 25, 1996.
[UCU=UtiliCorp, KLT=KCPL, WR=Western Resources] (Emphasis added.)
This letter is neither an offer to exchange nor a solicitation of an offer to
exchange Shares. The Offer is made solely by the Prospectus dated July 3,
1996, and the related Letter of Transmittal, and is not being made to, nor will
tenders be accepted from or on behalf of, holders of Shares in any jurisdiction
in which the making of the Offer or the acceptance thereof would not be in
compliance with the laws of such jurisdiction. In any jurisdiction where
securities, blue sky or other laws require the Offer to be made by a licensed
broker or dealer, the Offer shall be deemed to be made on behalf of Western
Resources, Inc. by Salomon Brothers Inc or one or more registered brokers or
dealers licensed under the laws of such jurisdiction.
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WESTERN RESOURCES,
KCPL AND UTILICORP
TOTAL RETURNS FOR SHAREOWNERS
The Securities and Exchange Commission requires public companies to disclose
their trailing five-year performance. KCPL has chosen to present its returns
over an uncommon two-year period and a so-called "8-year" period(1).
We believe this is an effort to mislead and confuse KCPL shareowners.
The fact is that Western Resources has outperformed both UtiliCorp and KCPL
in terms of total returns for its shareowners in both the short term (one
year) and the long term (five years).
Cumulative Total Return(2) for the year ending December 31, 1995
[Image of Bar Graph]
24% 22% 18%
Western Resources Kansas City Power & Light UtiliCorp
Cumulative Total Return(2) for the five years ending December 31, 1995
[Image of Bar Graph]
121% 107% 94%
Western Resources Kansas City Power & Light UtiliCorp
The important comparison is not a strong Western Resources vs. a strong KCPL
but rather a strong Western Resources vs. what we believe is a financially
weak UtiliCorp. Which merger makes sense? Look at the record and decide for
yourself. We think it's common sense. Please vote the GOLD proxy card today.
Thank you for your support.
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(1) Although KCPL disclosed its five-year cumulative total return in
connection with the 1996 Annual Meeting, it has not chosen to do so in
its recent communications to shareowners.
(2) Cumulative total return is measured by stock price appreciation, assuming
reinvestment of dividends.<PAGE>
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[Image of page 10 of UtiliCorp's 1995 Annual Report with the following overlay]
The above chart appears on page 10 of UtiliCorp's 1995 Annual Report sent to
its shareowners but not to KCPL's shareowners.
Is this the kind of price appreciation you're looking for?
Vote the GOLD proxy card today!
