<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 240.14a-11(c) or Rule
240.14a-12
KANSAS CITY POWER & LIGHT COMPANY
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $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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[Article to appear in LightLines employee newsletter distributed to
KCPL employees and retirees commencing July 22, 1998]
SPECIAL SHAREHOLDER MEETING SET FOR NEXT WEEK;
401(K) VOTING DEADLINE IS JULY 28
Proxy materials that provide details of the revised
merger agreement between Kansas City Power & Light and
Western Resources are in the hands of shareholders, and
special shareholder meetings will be held next week.
Both KCPL and Western Resources have set July 30 as the
date for those special meetings. KCPL's meeting will be
held in the Gem Theater, 18th & Vine, at 10 a.m. Western
Resources' meeting will be held at the Bradbury Thompson
Alumni Center in Topeka, Kan., also at 10 a.m.
If you choose to vote your shares of KCPL stock through
the company's 401(k) Plan, your ballot must be returned to
UMB by July 28. Each employee in the 401(k) Plan has the
right to instruct UMB how to vote the common stock share
allocated to his/her account. If no instructions are
received by July 28, UMB will vote the remaining "unvoted"
shares in its own discretion. All information to UMB
regarding your voting instructions is completely confidential.
All KCPL shareholders, other than those holding shares
through the 401(k) plan, can cast their vote until KCPL
Chairman of the Board and President Drue Jennings declares
the polls "closed" during next week's special meeting. It
is anticipated the results will be announced at the close of
the meeting.
Approval of the transaction requires a majority (50%)
of Western Resources common shares outstanding, and 66 2/3%
of all outstanding KCPL shares. Shareowners of record as of
June 11 are eligible to vote.
If the merger is approved by shareholders of both
companies, the transition process will resume shortly after
the vote. During that process, designated employees from
KCPL and Western Resources will look at the work processes
and best practices of KCPL, KPL and KGE, and then make
recommendations for bringing the three together under the
new company, Westar Energy.
KCPL and Western Resources jointly filed amended
applications with the Kansas Corporation Commission (KCC)
and the Missouri Public Service Commission (MPSC) on June
17, asking for approval of their restructured merger
agreement. Filings will be made with the Federal Energy
Regulatory Commission (FERC), the Nuclear Regulatory
Commission (NRC), and other government agencies later this
year. The approval process is expected to take from 12 to
18 months.
Upon approval of the merger by shareholders and
regulatory agencies, John Hayes, chairman of the board of
Western Resources, will become chairman of the board of
Westar Energy. Jennings will assume the new company's chief
executive officer responsibilities.
Under the present agreement, each KCPL shareholder will
receive a fractional share of Western Resources common
stock, worth between $21.50 and $26.50 for each KCPL common
share owned. Based on Western Resources current price, each
share of KCPL common stock would have been converted into a
fractional share of Western Resources stock worth $23.50.
In addition, KCPL shareholders will receive one share
of Westar Energy common stock for each share of KCPL common
stock owned. The companies estimate that each share of
Westar Energy common stock will have an approximate value of
between $10 and $12 per share.
A merger would create a company with more than one
million electric customers in Kansas and Missouri, $8.2
billion in assets, and more than 8,000 megawatts of electric
generation resources.
