<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
/ / Definitive proxy statement (as permitted by 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> 2
The following are print advertisements
which appeared April 24, 1996.
<PAGE>
<PAGE> 1
Wednesday April 24, 1996 The Kansas City Star D-9
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> 2
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 CAO), 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 and Bruce
R. Burns.
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
advertisement, 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 advertisement 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 advertisement 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 24, 1996
Wichita Eagle
Chanute Tribune
Wellington Daily News
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:
Resources UtiliCorp 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 develop-
Western Resources business ment commitment in KGE
unit in Wichita; immediate customer area.
employment potential.
KCPL Shareholders' 22% increase in dividend Dividend "at least in the
Dividend to $1.91 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> 2
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 financial 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> 3
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 CAO), 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 and Bruce
R. Burns.
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
advertisement, 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 advertisement 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 advertisement 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
Letters to various constituent groups
(as indicated in salutation)
mailed on or about April 24 and 25, 1996.
<PAGE>
<PAGE> 1
April 23, 1996
[Western Resources Letterhead]
[Kansas City Letter to Business/Community Leaders]
<SALUTATION> <F_NAME> <L_NAME>
<COMPANY>
<ADDRESS1>
<ADDRESS2>
[CITY], [STATE] [ZIP]
Dear <SALUTATION> <L_NAME>,
Last week, I was pleased to tell you about an offer Western Resources
made to merge with the Kansas City Power & Light Company. Our proposal
offers definitive financial opportunity for all concerned, as well as solid
growth potential for both companies and our state.
Yesterday, KCPL's board of directors informed Western Resources that
it is rejecting our merger offer. Needless to say, we are disappointed.
We remain convinced that our proposal -- a tax-free, stock-for-stock
transaction valued at $1.7 billion or $28 per share of KCPL common stock --
is financially superior to the proposed UtiliCorp/KCPL merger. In fact, we
are convinced these benefits are too great to ignore. Therefore, the
Western Resources' board of directors met yesterday and unanimously
authorized the company to move forward with plans to combine Western
Resources and KCPL.
Western Resources has filed proxy solicitation materials and exchange
offer materials with the Securities and Exchange Commission (SEC). The
proxy solicitation materials urge KCPL shareholders to vote against the
UtiliCorp/KCPL merger and will explain our offer in more detail.
To assist you in answering any questions you may have, let me recap
some of the key points in our merger offer:
o It offers earnings improvement for Western Resources and KCPL
shareholders.
<PAGE>
<PAGE> 2
o It provides benefits to our communities through economic development
opportunities, lower electric rates and continued charitable
contribution programs.
o It lowers electric rates for KCPL and KGE customers and establishes a
five-year moratorium on electric rate increases for KCPL and KGE
electric retail customers. With the rate reductions, KCPL and KGE
electric retail rates will be 10 percent below the national average
in 10 years. KPL customers, who already enjoy electric retail rates
27 percent below the national average, also will benefit from a
five-year moratorium on rates.
o It provides better annual dividends for KCPL shareholders and a
premium over market price for KCPL common shares.
o It accomplishes all of these benefits without any employee layoffs.
This merger will improve electric rates for Kansas and Missouri
customers. Additionally, Kansas City and Wichita each benefit by gaining
the headquarters for one of Western Resources' rapidly growing unregulated
businesses. And we are pleased that through the retention of two major
companies, Kansas City receives additional benefits in the areas of civic
involvement and contributions.
We feel very strongly that this is a sound business transaction and
positions our companies to lead the reshaping of the increasingly
competitive global economy.
As always, we will keep you informed of developments. Should you want
more information concerning our actions, I encourage you to access our
Internet home page at http://www.wstnres.com.
Sincerely,
/s/ John E. Hayes, Jr.
<PAGE>
<PAGE> 3
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 CAO), 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 and Bruce
R. Burns.
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 23, 1996
[Western Resources Letterhead]
[Letter to Mayors]
<SALUTATION> <F_NAME> <L_NAME>
<COMPANY>
<ADDRESS1>
<ADDRESS2>
[CITY], [STATE] [ZIP]
Dear <SALUTATION> <L_NAME>,
As I am sure you have heard, Western Resources was pleased last week
to announce an offer to merge with the Kansas City Power & Light Company.
Our proposal offers definitive financial opportunity for all concerned, as
well as solid growth potential for both companies and our state.
Yesterday, KCPL's board of directors informed Western Resources that
it is rejecting our merger offer. Needless to say, we are disappointed.
We remain convinced that our proposal -- a tax-free, stock-for-stock
transaction valued at $1.7 billion or $28 per share of KCPL common stock --
is financially superior to the proposed UtiliCorp/KCPL merger. In fact, we
are convinced these benefits are too great to ignore. Therefore, the
Western Resources' board of directors met yesterday and unanimously
authorized the company to move forward with plans to combine Western
Resources and KCPL.
Western Resources has filed proxy solicitation materials and exchange
offer materials with the Securities and Exchange Commission (SEC). The
proxy solicitation materials urge KCPL shareholders to vote against the
UtiliCorp/KCPL merger and will explain our offer in more detail.
To assist you in answering any questions you may have, let me recap
some of the key points in our merger offer:
o It offers earnings improvement for Western Resources and KCPL
shareholders.
<PAGE>
<PAGE> 2
o It provides benefits to our communities through economic development
opportunities, lower electric rates and continued charitable
contribution programs.
o It lowers electric rates for KCPL and KGE customers and establishes a
five-year moratorium on electric rate increases for KCPL and KGE
electric retail customers. With the rate reductions, KCPL and KGE
electric retail rates will be 10 percent below the national average
in 10 years. KPL customers, who already enjoy electric retail rates
27 percent below the national average, also will benefit from a
five-year moratorium on rates.
o It provides better annual dividends for KCPL shareholders and a
premium over market price for KCPL common shares.
o It accomplishes all of these benefits without any employee layoffs.
This merger will improve electric rates for Kansas and Missouri
customers. Additionally, Kansas City and Wichita each benefit by gaining
the headquarters for one of Western Resources' rapidly growing unregulated
businesses. And we are pleased that through the retention of two major
companies, Kansas City receives additional benefits in the areas of civic
involvement and contributions.
We feel very strongly that this is a sound business transaction and
positions our companies to lead the reshaping of the increasingly
competitive global economy.
As always, we will keep you informed of developments. Should you want
more information concerning our actions, I encourage you to access our
Internet home page at http://www.wstnres.com.
Sincerely,
/s/ John E. Hayes, Jr.
<PAGE>
<PAGE> 10
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 CAO), 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 and Bruce
R. Burns.
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 23, 1996
[KGE Letterhead]
[Wichita Letter to Business/Community Leaders]
<SALUTATION> <F_NAME> <L_NAME>
<COMPANY>
<ADDRESS1>
<ADDRESS2>
[CITY], [STATE] [ZIP]
Dear <SALUTATION> <L_NAME>,
Last week, we were pleased to tell you about an offer Western
Resources made to merge with the Kansas City Power & Light Company. Our
proposal offers definitive financial opportunity for all concerned, as well
as solid growth potential for both companies and our state.
Yesterday, KCPL's board of directors informed Western Resources that
it is rejecting our merger offer. Needless to say, we are disappointed.
We remain convinced that our proposal -- a tax-free, stock-for-stock
transaction valued at $1.7 billion or $28 per share of KCPL common stock --
is financially superior to the proposed UtiliCorp/KCPL merger. In fact, we
are convinced these benefits are too great to ignore. Therefore, the
Western Resources' board of directors met yesterday and unanimously
authorized the company to move forward with plans to combine Western
Resources and KCPL.
Western Resources has filed proxy solicitation materials and exchange
offer materials with the Securities and Exchange Commission (SEC). The
proxy solicitation materials urge KCPL shareholders to vote against the
UtiliCorp/KCPL merger and will explain our offer in more detail.
To assist you in answering any questions you may have, let me recap
some of the key points in our merger offer:
o It offers earnings improvement for Western Resources and KCPL
shareholders.
o It provides benefits to our communities through economic development
opportunities and lower electric rates.
<PAGE>
<PAGE> 2
o It lowers electric rates for KGE and KCPL customers and establishes a
five-year moratorium on electric rate increases for KGE, KCPL and KPL
electric retail customers. With the rate reductions, KGE and KCPL
electric retail rates will be 10 percent below the national average
in 10 years.
o It provides better annual dividends for KCPL shareholders and a
premium over market price for KCPL common shares.
o It accomplishes all of these benefits without any employee layoffs.
This merger will improve electric rates for Kansas and Missouri
customers. Additionally, Wichita and Kansas City each benefit by gaining
the headquarters for one of Western Resources' rapidly growing unregulated
businesses.
We feel very strongly that this is a sound business transaction and
positions our companies to lead the reshaping of the increasingly
competitive global economy.
As always, we will keep you informed of developments. Should you want
more information concerning our actions, please contact me, or I encourage
you to access our Internet home page at http://www.wstnres.com.
Sincerely,
/s/ William B. Moore
<PAGE>
<PAGE> 3
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 CAO), 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 and Bruce
R. Burns.
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 23, 1996
[Western Resources Letterhead]
Name
Company
Address
Address
Address
City, State Zip
Dear Representative/Senator,
Last week, I was pleased to tell you about an offer Western Resources
made to merge with the Kansas City Power & Light Company. Our proposal
offers definitive financial opportunity for all concerned, as well as solid
growth potential for both companies and our state.
Yesterday, KCPL's board of directors informed Western Resources that
it is rejecting our merger offer. Needless to say, we are disappointed.
We remain convinced that our proposal -- a tax-free, stock-for-stock
transaction valued at $1.7 billion or $28 per share of KCPL common stock --
is financially superior to the proposed UtiliCorp/KCPL merger. In fact, we
are convinced these benefits are too great to ignore. Therefore, the
Western Resources' board of directors met yesterday and unanimously
authorized the company to move forward with plans to combine Western
Resources and KCPL.
Western Resources has filed proxy solicitation materials and exchange
offer materials with the Securities and Exchange Commission (SEC). The
proxy solicitation materials urge KCPL shareholders to vote against the
UtiliCorp/KCPL merger and will explain our offer in more detail.
To assist you in answering any questions your constituents may have,
let me recap some of the key points in our merger offer:
o It offers earnings improvement for Western Resources and KCPL
shareholders.
<PAGE>
<PAGE> 2
o It provides benefits to our communities through economic development
opportunities, lower electric rates and continued charitable
contribution programs.
o It lowers electric rates for KCPL and KGE customers and establishes a
five-year moratorium on electric rate increases for KCPL, KPL and KGE
electric retail customers. KPL customers will continue to enjoy
electric rates 27 percent below the national average. With the rate
reductions, KCPL and KGE electric retail rates will be 10 percent
below the national average in 10 years.
o It provides better annual dividends for KCPL shareholders and a
premium over market price for KCPL common shares.
o It accomplishes all of these benefits without any employee layoffs.
This merger will improve electric rates for Kansas and Missouri
customers. Additionally, Kansas City and Wichita each benefit by gaining
the headquarters for one of Western Resources' rapidly growing unregulated
businesses.
Obviously, we believe that a Western Resources/KCPL merger is a sound
business opportunity. We also believe that once KCPL shareholders review
our information in detail, they, too, will conclude we are offering a
better transaction for everyone involved.
As always, we will keep you informed of developments. Should you want
more information concerning our actions, please contact Ed Schaub, vice
president, government affairs, at (913) 575-6422. Or, I encourage you to
access our Internet home page at http://www.wstnres.com.
Sincerely,
/s/ John E. Hayes, Jr.
<PAGE>
<PAGE> 3
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 CAO), 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 and Bruce
R. Burns.
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 23, 1996
[Western Resources Letterhead]
Dear Retiree,
Last week, I was pleased to tell you about an offer Western Resources
made to merge with the Kansas City Power & Light Company. Our proposal
offers definitive financial opportunity for all concerned, as well as solid
growth potential for both companies and our state.
Yesterday, KCPL's board of directors informed Western Resources that
it is rejecting our merger offer. Needless to say, we are disappointed.
We remain convinced that our proposal -- a tax-free, stock-for-stock
transaction valued at $1.7 billion or $28 per share of KCPL common stock --
is financially superior to the proposed UtiliCorp/KCPL merger. In fact, we
are convinced these benefits are too great to ignore. Therefore, the
Western Resources' board of directors met yesterday and unanimously
authorized the company to move forward with plans to combine Western
Resources and KCPL.
Western Resources has filed proxy solicitation materials and exchange
offer materials with the Securities and Exchange Commission (SEC). The
proxy solicitation materials urge KCPL shareholders to vote against the
UtiliCorp/KCPL merger and will explain our offer in more detail.
Simply put, the Western Resources/KCPL merger is better in a variety
of ways:
o It offers earnings improvement for Western Resources and KCPL
shareholders.
o It provides benefits to our communities through economic development
opportunities, lower electric rates and continued charitable
contribution programs.
o It lowers electric rates for KCPL and KGE customers and establishes a
five-year moratorium on electric rate increases for KCPL, KPL and KGE
electric retail customers. KPL
<PAGE>
<PAGE> 2
customers will continue to enjoy electric rates 27 percent below the
national average. With the rate reductions, KCPL and KGE electric
retail rates will be 10 percent below the national average in 10
years.
o It provides better annual dividends for KCPL shareholders and a
premium over market price for KCPL common shares.
o It accomplishes all of these benefits without any employee layoffs.
Obviously, we believe that a Western Resources/KCPL merger is a sound
business opportunity. We also believe that once KCPL shareholders review
our information in detail, they, too, will conclude we are offering a
better transaction for everyone involved.
As always, we will keep you informed of developments. Should you want
more information concerning our actions, access our Internet home page at
http://www.wstnres.com.
Sincerely,
/s/ John E. Hayes, Jr.
<PAGE>
<PAGE> 3
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 CAO), 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 and Bruce
R. Burns.
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 23, 1996
[Western Resources Letterhead]
Dear Shareholder,
Last week, I was pleased to tell you about an offer Western Resources
made to merge with the Kansas City Power & Light Company. Our proposal
offers definitive financial opportunity for all concerned, as well as solid
growth potential for both companies and our state.
Yesterday, KCPL's board of directors informed Western Resources that
it is rejecting our merger offer. Needless to say, we are disappointed.
We remain totally convinced that our proposal -- a tax-free,
stock-for-stock transaction valued at $1.7 billion or $28 per share of KCPL
common stock -- is financially superior to the proposed UtiliCorp/KCPL
merger. In fact, we are convinced these benefits are too great to ignore.
Therefore, the Western Resources' board of directors met yesterday and
unanimously authorized the company to move forward with plans to combine
Western Resources and KCPL.
Western Resources has filed proxy solicitation materials and exchange
offer materials with the Securities and Exchange Commission (SEC). The
proxy solicitation materials urge KCPL shareholders to vote against the
UtiliCorp/KCPL merger and will explain our offer in more detail.
Simply put, the Western Resources/KCPL merger is better in a variety
of ways:
o It offers earnings improvement for Western Resources and KCPL
shareholders.
o It provides benefits to our communities through economic development
opportunities, lower electric rates and continued charitable
contribution programs.
<PAGE>
<PAGE> 2
o It lowers electric rates for KCPL and KGE customers and establishes a
five-year moratorium on electric rate increases for KCPL, KPL and KGE
electric retail customers. KPL customers will continue to enjoy
electric rates 27 percent below the national average. With the rate
reductions, KCPL and KGE electric retail rates will be 10 percent
below the national average in 10 years.
o It provides better annual dividends for KCPL shareholders and a
premium over market price for KCPL common shares.
o It accomplishes all of these benefits without any employee layoffs.
Obviously, we believe that a Western Resources/KCPL merger is a sound
business opportunity. We also believe that once KCPL shareholders review
our information in detail, they, too, will conclude we are offering a
better transaction for everyone involved.
As always, we will keep you informed of developments. Should you want
more information concerning our actions, access our Internet home page at
http://www.wstnres.com or you may call our shareholder services department
at 1-800-527-2495.
Sincerely,
/s/ John E. Hayes, Jr.
<PAGE>
<PAGE> 3
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 CAO), 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 and Bruce
R. Burns.
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
Transcript of recorded statement
on 1-800 call-in number
first available on or about April 24, 1996.
<PAGE>
<PAGE> 1
Thank you for calling the Western Resources toll-free public
information line.
In a moment ... you will hear a message from John E. Hayes,
Jr., chairman and CEO of Western Resources Incorporated ... regarding
Western Resources' recent actions to file documents with the Securities and
Exchange Commission to make its offer to combine with KCP&L directly to the
shareholders of KCP&L.
Mr. Hayes' comments were recorded on April 22 at a news
conference in Kansas City, Missouri. The following information constitutes
proxy solicitation material and is not an offer to sell securities of
Western Resources. Important information required by the federal
securities laws of the United States follows the statement you are about to
hear.
If you would like more information, please leave your name,
address and telephone number after the tone which follows this recorded
statement and a representative of Western Resources will contact you as
soon as possible.
Thank you for calling.
And now ... Mr. Hayes' statement.
[Play Hayes' Remarks]
<PAGE>
<PAGE> 2
Good afternoon. I'm John Hayes, CEO of Western Resources.
Today's KCPL action confirms that we have a better offer. KCPL did not and
could not challenge that. KCPL's shareowners get a substantial dividend
increase and premium for their stock. Customers in Kansas City get greater
rate reductions. For KCPL and our own employees there will be no layoffs.
The community does not lose a corporate citizen, but gains KCPL with its
many programs, and its employee activities remain in place. Western
Resources, with its over $400,000 a year in corporate contributions in the
community and its many programs, stays in place. At the conclusion of the
merger, we will add another Western Resources business unit in Kansas City
- -- one with at least a national reach and many employees located here.
How come KCPL doesn't see it? Because they wouldn't meet with us. This is
a deal we are backing with the facts. We can walk the talk. We have the
detailed analyses. We have the track record of hitting savings, rate
reduction and no layoff targets in a previous major merger. The Western
Resources Board has voted to move forward with a plan to combine the two
companies by taking the facts directly to the Kansas City Power & Light
shareholders. Shortly after noon today, we filed the necessary papers with
the Security and Exchange Commission to go directly to Kansas City Power &
Light shareholders and ask them to vote against the proposed UtiliCorp
merger so that we can combine with KCPL. Western Resources' proxy
solicitation materials will be mailed to Kansas City Power & Light
shareholders within the next 10 days.
Western Resources is also filing exchange offer materials with the SEC and
we intend to make our offer directly to shareholders of KCPL as soon as our
registration statement has been declared effective by the SEC -- normally,
about 30 to 60 days from now.
If I understand KCPL's statement, if we can prove our offer is solid, we've
got a deal. So let's get the process started.
Savings. First, let me point out that the savings were developed by
Deloitte & Touche, who hit the savings on the nose when we acquired KG&E.
Second, the earlier savings estimates were preliminary, about a year ago,
and for a shorter period of time. Since then, we have done a detailed
analysis with Deloitte & Touche and have verified those numbers against
KCPL's regulatory filings and their recent proxy statement.
Layoffs. KCPL says there have to be layoffs. In fact, they are telling
their employees today that our offer means the loss of 500 jobs. That is
wrong, and it is wrong to employ such scare tactics. I commit to you, our
employees, and to the KCPL
<PAGE>
<PAGE> 3
employees that no one will lose their job because of this merger. We
promised no layoffs in the KG&E acquisition, and we made good on that
promise. Positions will be eliminated, but the people in those positions
will be offered jobs in the many, growing parts of our company. No
individual will lose his or her job because of this merger. Period.
Financial strength. It is odd KCPL questions the financial strength of
combining an A- rating while pursuing a merger with a much lower rating --
BBB -- company. The same Standard & Poors report cited today by KCPL
speaks favorably of our merger with KCPL. The same report also puts KCPL
on credit watch because of negative implications in this merger with
UtiliCorp. Western Resources has not had to write off millions of dollars
in bad investments. UtiliCorp has written off $120 million in bad
investments since 1992.
Business vision. Our vision works. We know and understand the markets we
enter and how to make long-term growth out of these investments. We have
entered the changing marketplace thoughtfully and successfully, with key
investments focused on industries that offer synergies and long-term
growth.
o Westar -- we are the largest marketer of wholesale power in our
region. We market gas in 13 states.
o The Wing Group -- the premier developer of independent power projects
worldwide.
o ADT -- with our 24 percent interest, we are the largest shareowner
and the nation's largest provider of monitored home security.
This vision is not dependent upon acquiring KCPL, but it is in the interest
of shareowners, customers and employees not to pass on this opportunity.
We have a growth business plan, independent of this acquisition, that has
been consistently effective. This acquisition complements our business
plan.
We are taking these facts in detail directly to the KCPL shareholders. We
are asking them to vote against the UtiliCorp plan. Unless they vote
against it, they will not be given the opportunity to review our program
and combine with Western Resources. We don't take this lightly. If the
numbers weren't there in such a dramatic fashion, we would not be taking
this step. Period. Our offer has better dividends -- for the
shareholders, customers, employees and communities.
[At the conclusion of Hayes' Remarks, Announcer Reads the Legend on the
Next Page]
<PAGE>
<PAGE> 4
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 CAO), 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 and Bruce
R. Burns.
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 recorded
statement, 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 recorded statement 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 recorded statement 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.
