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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 25
TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
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KANSAS CITY POWER & LIGHT COMPANY
(Name of Subject Company)
KANSAS CITY POWER & LIGHT COMPANY
(Name of Person Filing Statement)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
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485134100
(CUSIP Number of Class of Securities)
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JEANIE SELL LATZ, ESQ.
SENIOR VICE PRESIDENT, CORPORATE SECRETARY
AND CHIEF LEGAL OFFICER
KANSAS CITY POWER & LIGHT COMPANY
1201 WALNUT
KANSAS CITY, MISSOURI 64106-2124
(816) 556-2200
(Name, address and telephone number of person authorized to receive notice and
communications on behalf of the person filing statement)
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COPY TO:
NANCY A. LIEBERMAN, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
919 THIRD AVENUE
NEW YORK, NY 10022
(213) 735-3000
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This Statement amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 of Kansas City Power & Light Company, a Missouri
corporation ("KCPL"), filed with the Securities and Exchange Commission (the
"Commission") on July 9, 1996, as amended (the "Schedule 14D-9"), with respect
to the exchange offer made by Western Resources, Inc., a Kansas corporation
("Western Resources"), to exchange Western Resources common stock, par value
$5.00 per share, for all of the outstanding shares of KCPL common stock, no par
value ("KCPL Common Stock"), on the terms and conditions set forth in the
prospectus of Western Resources dated July 3, 1996 and the related Letter of
Transmittal.
Capitalized terms used and not defined herein shall have the meanings
assigned to such terms in the Schedule 14D-9.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
The following Exhibit is filed herewith:
Exhibit 93: Proxy Statement Supplement dated August 8, 1996.
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SIGNATURE
After reasonable inquiry and to the best of her knowledge and belief, the
undersigned certifies that the information set forth in this Statement is true,
complete and correct.
KANSAS CITY POWER & LIGHT COMPANY
By: /S/ JEANIE SELL LATZ
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Jeanie Sell Latz
Senior Vice President-Corporate
Services
Dated: August 9, 1996
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Exhibit 93 Proxy Statement Supplement dated August 8, 1996
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EXHIBIT 93
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KANSAS CITY POWER & LIGHT COMPANY
1201 WALNUT
KANSAS CITY, MISSOURI 64106
(816) 556-2200
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PROXY STATEMENT SUPPLEMENT
DATED AUGUST 8, 1996
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This Proxy Statement Supplement is furnished by the Board of Directors of
Kansas City Power & Light Company ("KCPL") in connection with KCPL's Postponed
Special Meeting of Shareholders (the "Special Meeting") scheduled to be held on
August 16, 1996 and at any further adjournment or postponement thereof. It
amends and supplements, and should be read in conjunction with, the Joint Proxy
Statement/Prospectus of KCPL and UtiliCorp United Inc. ("UtiliCorp"), dated June
26, 1996, as supplemented on August 6, 1996 (the "Joint Proxy
Statement/Prospectus").
As previously announced, on August 2, 1996, the United States District Court
for the Western District of Missouri (the "District Court") ruled that the
transactions contemplated by the Merger Agreement between KCPL and UtiliCorp are
subject to a Missouri merger statute (the "Missouri Merger Statute") which
requires that the combination of KCPL and UtiliCorp be approved by holders of
two-thirds of the outstanding KCPL common shares. As a consequence of the
District Court's decision, KCPL shareholders would be entitled to dissenters'
rights of appraisal in connection with the UtiliCorp merger.
Also, as previously announced, KCPL believes that the District Court's
conclusion that the Missouri Merger Statute is applicable is erroneous. KCPL
continues to believe that the only KCPL shareholder vote required in connection
with the UtiliCorp merger is the approval of the issuance of KCPL shares
pursuant to the Merger Agreement between KCPL and UtiliCorp (the "Share
Issuance") by the affirmative vote of the holders of a majority of KCPL shares
voting at a meeting at which a quorum is present, as required by the rules of
the New York Stock Exchange.
The District Court indicated at a hearing held on August 5, 1996 that it
would consider entering an order that would permit KCPL to pursue an immediate
appeal of its August 2, 1996 ruling to the United States Court of Appeals for
the Eighth Circuit (the "Court of Appeals") after the August 16 Special Meeting
is held. Assuming that a quorum is present at the Special Meeting and a majority
of the KCPL shares voting at the Special Meeting approve the Share Issuance,
KCPL intends to immediately seek leave of the District Court to pursue an
expedited appeal to the Court of Appeals.
KCPL believes, notwithstanding the District Court's decision, that the
affirmative vote of the holders of two-thirds of the outstanding KCPL shares is
not required, and dissenters' rights of appraisal under Missouri law are not
applicable. KCPL's position previously disclosed in its Notice of Postponed
Special Meeting of Shareholders dated August 6, 1996 that KCPL shareholders are
not entitled to dissenters' rights of appraisal under Missouri law is based on
its continuing belief that the District Court's decision is incorrect. Based on
KCPL's view as to the provisions of Missouri law applicable to the
KCPL/UtiliCorp merger, shareholder approval is being sought for the Share
Issuance and not pursuant to the Missouri Merger Statute. In the event that
KCPL's position is upheld on appeal, the affirmative vote of a majority of KCPL
shares voting at the August 16 Special Meeting (assuming the presence of a
quorum) will be valid and binding and constitute effective shareholder approval
of the Share Issuance. In such case, all KCPL shareholder action required in
connection with the KCPL/UtiliCorp merger will have been taken and shareholders
will not be entitled to dissenters' rights of appraisal under Missouri law. In
the event that the District Court's decision remains in effect, the vote at the
Special Meeting will not be used by KCPL to implement the KCPL/UtiliCorp merger
irrespective of the vote obtained.
The Joint Proxy Statement/Prospectus is modified as set forth herein.
A duplicate WHITE proxy card is enclosed for your convenience. If you have
already voted and do not wish to change your vote, there is no need to vote
again.
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Please note that although the enclosed WHITE proxy card continues to refer
to the August 7, 1996 Special Meeting, the Special Meeting will now be held at
10:00 a.m., local time, on August 16, 1996 at the Westin Crown Center Hotel, One
Pershing Road, Kansas City, Missouri.
By Order of the Board of Directors
/S/ JEANIE SELL LATZ
Jeanie Sell Latz
SECRETARY
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