<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:
####
<PAGE>
[KCPL Logo] NEWS RELEASE
Kansas City Power & Light Company
P.O. Box 418679
Kansas City, Missouri 64141-9679
Second Quarter 1998 Earnings/2915 CONTACT: David Myers
July 20, 1998 (816) 5566-2312
Sue Johnson-Kimbel
(816) 556-2904
FOR IMMEDIATE RELEASE
KCPL REPORTS STRONG SECOND QUARTER EARNINGS
KANSAS CITY, MISSOURI, JULY 20, 1998 - KANSAS CITY POWER & LIGHT
COMPANY (NYSE: KLT) announced today increased common stock
earnings of $0.60 per share or $38 million for the second quarter
ended June 30, 1998, compared to $0.37 per share or $23 million
this quarter last year. Increased earnings were attributable to
warmer than normal weather and continued load growth. Last
year's second quarter earnings were negatively affected by
extended outages at the two units of the La Cygne Generating
Station and cooler than normal weather. This quarter's increase
in earnings was partially offset by $3 million ($0.03 per share)
in rate reductions implemented in Kansas on January 1, 1998.
Retail kwh sales increased 13% this quarter compared to the same
quarter last year, increasing retail revenues to $215 million
from $199 million. Total operating revenues for the second
quarter increased to $240 million from $215 million this quarter
last year, reflecting increases in retail sales and bulk power
sales.
Drue Jennings, KCPL's Chairman, President and CEO, stated, "This
quarter exemplifies our ability to focus on managing our business
and serving our customers well. We continue to add value for our
shareholders and are excited to be moving our company closer to a
combination with Western Resources by bringing this to our
shareholders for a vote on July 30, 1998."
For the twelve month period ended June 30, 1998, common stock
earnings were $1.89 per share, or $117 million, up from $0.99 per
share, or $61 million last year. The 1998 twelve month period
reflects a positive contribution of $0.13 per share from KCPL's
nonregulated subsidiary, KLT Inc., compared to $0.03 per share
the prior year. Merger-related charges reduced EPS in the 1998
and 1997 twelve month period by $0.17 and $0.78 respectively.
Costs to implement the new merger structure with Western Resources
announced March 18, 1998, are being expensed as incurred. Twelve
month operating revenues increased to $921 million from $881 million
the previous year reflecting warmer weather and continued load growth.
Kansas City Power & Light Company provides electric power to a
growing and diversified service territory encompassing
metropolitan Kansas City and parts of eastern Kansas and western
Missouri. KCPL is a low-cost producer and leader in fuel
procurement and plant technology. KLT Inc., a wholly-owned
subsidiary of KCPL, pursues opportunities in nonregulated
business ventures.
<PAGE>
<TABLE>
KANSAS CITY POWER & LIGHT COMPANY
FINANCIAL - RESULTS OF OPERATIONS
(In Thousands)
3 Months Ended June Year-to-Date June 12 Months Ended June
------------------- -------------------- ----------------------
Item 1998 1997 1998 1997 1998 1997
- ---------------------------- --------- -------- --------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
1. MWH Retail Sales 3,291,521 2,908,043 6,263,708 5,824,055 13,128,826 12,236,408
2. Operating Revenues $ 239,502 $ 215,420 $ 435,137 $ 410,164 $ 920,916 $ 881,254
3. Net Income $ 38,556 $ 24,129 $ 52,922 $ 8,997 $ 120,485 $ 64,971
4. Preferred Dividends $ 967 $ 959 $ 1,957 $ 1,914 $ 3,832 $ 3,812
5. Earnings Available $ 37,589 $ 23,170 $ 50,965 $ 7,083 $ 116,653 $ 61,159
for Common
6. Average Number of 61,873 61,897 61,873 61,896 61,884 61,899
Shares Outstanding
7. Earnings Per Share $ 0.60 $ 0.37 $ 0.82 $ 0.11 $ 1.89 $ 0.99
8. Common Dividends $ 100,250 $ 100,273
9. Return on Equity 13.3% 7.1%
(end of period)
</TABLE>
<PAGE>
[Drue Jennings' introductory remarks]
Second Quarter Analyst Conference Call
July 20,1998
9 AM CDT
Good morning and welcome. I'm Drue Jennings, Chairman, CEO and
president of KCPL. With me is Bernie Beaudoin, chief financial
officer, Turner White, executive vice president and David Myers,
Manager of Investor Relations. We're holding this conference
call today to discuss KCPL's strong earnings for the second
quarter, our general expectations for 1998, the status of our
transaction with Western Resources, and to give you an
opportunity to ask any questions.
Our discussion this morning may contain some forward-looking
statements relating to the Company's financial results and the
plans and objectives of KCPL, Western Resources and Westar.
Additional information concerning the factors that could cause
differences from those discussed here can be found in KCPL's 10-K
and the Joint Proxy Statement/Prospectus dated June 9, 1998,
which has been provided to all shareholders.
We were pleased to announce earlier this morning that KCPL's
earnings per share for the second quarter increased to $0.60 from
$0.37 this quarter last year. The increase in earnings reflects
the warmer weather conditions that prevailed in our region and
continued load growth. Because of the continued exceptional
performance of our generating plants, we were not greatly
impacted by the high costs of purchased power that plagued many
mid-western utilities.
We continue to see a growing and vibrant local economy and expect
customer growth in the 1.5% to 2% range with load growth
exceeding 2.5%. It is our expectation that our nonregulated
businesses will contribute about 10%-15% of KCPL's total earnings
in 1998.
Turning to the transaction with Western Resources, we are very
excited about moving our company closer to the creation of Westar
Energy by bringing this proposal to our shareholders for a vote
on July 30th. This unique, creative approach we have taken with
this transaction brings to our shareholders the predictable
earnings of a regulated electric company and also makes them
shareowners in Western Resources, a diversified consumer services
company with a strong growth profile. The creation of Westar
Energy will unite three proven and established regional electric
utilities - KCPL, KGE and KPL - to create a larger electric
utility positioned to compete in our changing industry.
We'd be happy to answer any of your questions.
<PAGE>
[Drue Jennings prepared remarks for July 20, 1998 Broker Call-Out]
Q&A for Edward D. Jones
Broker Call-out
Drue Jennings Presenting
Thank you very much for allowing me a few minutes to answer your
questions about our proposed combination with Western Resources.
FORWARD LOOKING STATEMENT
Our discussion this afternoon will contain some forward-looking
statements relating to the plans and objectives of Western
Resources and Westar Energy which are subject to numerous risks
and uncertainties. Additional information concerning these risk
factors can be found in the Joint Proxy Statement/Prospectus
dated June 9, 1998, which has been provided to all shareholders.
QUESTION 1.
Q: IF YOU OWN ONE SHARE OF KCPL STOCK, WHAT WILL YOU GET IN
EXCHANGE WHEN THE TRANSACTION IS COMPLETED?
ANSWERS:
- - You will exchange each share of KCPL stock for common share
ownership in two companies:
- One share of Westar Energy common stock estimated by
KCPL and Western Resources to be worth approximately
$10 to $12, based on current market conditions and
comparable publicly traded electric utilities' dividend
yields and price-to-earnings ratios.
- A fractional share of Western Resources common stock
worth not less than $21.50 and not more than $26.50
pursuant to a collar mechanism
- Based on the closing price of Western Resources
on July 14, 1998, you would receive 0.59400 shares
of Western Resources common stock which would have
a value of $23.50
- - Following this transaction, current KCPL shareholders will own
approximately 19.9% of Westar Energy (which will own all of
the electric utility businesses of KCPL, KGE and KPL) and
approximately 35% of Western Resources. Western Resources
will own approximately 80.1% of Westar Energy and
substantially all of KCPL's nonregulated businesses
QUESTION 2:
Q: WHY WAS THE SECOND COMPANY, WESTAR ENERGY, CREATED AND WHAT
WILL BE THE IMPACT ON DIVIDENDS?
ANSWERS:
- - The unique, creative approach we have taken with this
transaction brings to shareowners the predictable earnings of
a regulated electric company and also makes them shareowners
in Western Resources, a diversified consumer services company
with a strong growth profile.
- Westar Energy unites three well-known successful
electric utilities into one larger utility better
positioned to grow and prosper in a deregulating
marketplace.
- Westar Energy will concentrate the electric utility
operations into a single entity focusing on that line
of business
- The creation of Westar Energy is a strategic step
toward becoming a leading national provider of electric
energy and energy-related products and services
- KCPL shareholders will have a high degree of
flexibility in holding investments in Western Resources
and Westar
- - KCPL's current annual dividend is $1.62 per share
- KCPL and Western Resources have projected an initial
annual dividend for Westar Energy of $0.72 per share
and assumes a normal electric utility payout ratio.
- Western Resources currently pays an annual dividend of
$2.14. Based on the 0.59400 exchange ratio I
previously discussed, the Western dividend per KCPL
share would be $1.27.
- There can be no assurances that the boards of directors
of Westar Energy and Western Resources will declare
dividends in the future, or if declared, the amount of
such dividends.
QUESTION 3:
WHY WAS THE INITIAL MERGER AGREEMENT WITH WESTERN RESOURCES
RENEGOTIATED?
ANSWER:
- - Western's financial advisors were unable to issue a fairness
opinion and we negotiated the restructured agreement we
announced in March 1998.
- - The new transaction between KCPL and Western is an entirely
different structure from the previous agreement announced in
1997.
- - This transaction has been restructured in order to achieve the
highest value for shareholders, while allowing the transaction
to move forward.
<PAGE>
[text from bulletin published on KCPL employee electronic news
wire service]
ISS RECOMMENDS VOTE FOR MERGER AGREEMENT
Institutional Shareholders Services (ISS) one of the most
widely followed independent organizations specializing in proxy
analysis, on July 15 recommended a vote FOR the merger of Western
Resources and Kansas City Power & Light Company.
Under the agreement, a new company - Westar Energy - will be
created from the KGE and KPL electric operations of Western
Resources and the electric operations of KCPL. Each KCPL
shareowner will receive $23.50 worth of Western Resources common
stock, subject to a collar mechanism, and one share of Westar
Energy common stock, anticipated to have an approximate value
between $10 and $12 per share.*
In its report, ISS concluded that based on the favorable
pricing, the strategic merits of the transaction, the increased
dividend for KCPL shareholders, and the fairness opinions
rendered by the financial advisors of both companies, ISS
believes the merger agreement warrants shareholder support.
Among other items in the report, ISS told its membership:
- The successive collar steps in the amended agreement are
designed to protect both Western Resources' and KCPL's
shareholders from any price swings that may occur during the
regulatory process.
- Based on Western Resources' most recent closing price, the
offer would be $23.50 and the exchange ratio would be 0.5930.
Including the estimated value of the Westar shares, the
acquisition would provide a market premium of between 17 and 24
percent over KCPL's closing price the day before the original
merger agreement (Feb. 6, 1997).
- Following the merger and creation of Westar Energy, KCPL
shareowners should realize a 23-percent increase in the annual
dividend payment.
Western Resources and KCPL have scheduled shareowner
meetings for July 30 to approve the merger agreement.
* THERE CAN BE NO ASSURANCE AS TO THE ACTUAL PRICE AT WHICH
WESTAR ENERGY COMMON STOCK WILL TRADE ONCE LISTED ON THE NYSE.
