<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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MERGER
Here's the timeline:
Proxies -- mailed to shareholders
Regulatory/state approvals - On June 17 we filed our amended
applications with KCC and MPSC asking for approval of
our restructured merger agreement. In addition to the
approval of the KCC and the MPSC, the merger is
conditioned upon the approvals of each company's
shareowners, the Federal Energy Regulatory Commission,
the Nuclear Regulatory Commission, and other
governmental approvals
Solicitation period -We're in the midst of a six-week
solicitation period in which shareholders will be asked
to send in proxy cards to vote.
Vote -- A special meeting of shareholders to vote on the
merger will take place at 10 a.m. at the Gem Theater on
Thursday, July 30.
If I don't vote my 401K shares, does that count as a vote against
the merger?
Not necessarily. This explanation can get complicated. Any
401K shares owned but not voted by KCPL employees will be
voted at the discretion of the Plan's trustee - UMB Bank.
They will vote as they see fit. No one at KCPL will know
how UMB intends to vote prior to their actually voting. Any
shares voted by employees will count exactly as the employee
voted. For instance, if 50% of shares are voted <FOR> the
merger by KCPL employees, and 30% are voted <AGAINST> the
remaining 20% will be voted at the discretion of UMB Bank.
Therefore, if you want your vote to be heard, it is
important that you vote your proxy card. Otherwise, you
will not know how your shares are voted.
What happens to my dividend?
KCPL and Western Resources have projected an initial annual
dividend for Westar Energy for the first full year of
operation of $0.72 per share. The actual dividend policy of
Westar Energy will be dependent on numerous factors
including current economic conditions, earnings and
profitability. Western Resources currently pays an annual
dividend of $2.14 per share of Western Resources common
stock. However, there can be no assurances that the boards
of directors of Western Resources and Westar Energy will
declare dividends or the amounts of such dividends.
You will have the option of placing the Western Resources
shares you receive in the stock exchange directly into
Western Resources direct stock purchase plan and the shares
of Westar Energy received into a dividend reinvestment plan
intended to be established by Westar Energy.
<PAGE>
July 8, 1998
Dear KCPL Shareowner:
By now, you should have received your proxy statement and
proxy card for the vote regarding the combination of KCPL and
Western Resources into Westar Energy, a new and larger electric
utility. YOUR IMMEDIATE ATTENTION TO THIS PROPOSAL IS VERY
IMPORTANT AND I URGE YOU TO TAKE ADVANTAGE OF YOUR RIGHT TO VOTE.
Because approval by 67% of all outstanding KCPL common shares is
necessary to approve this transaction, it is essential that all
KCPL shareowners vote by mail or telephone right away.
The creation of Westar Energy is a strategic step toward
becoming a leading national provider of energy and energy-related
products and services. KCPL's objectives have always focused on
growth and increasing value to shareowners. We believe this
transaction with Western Resources achieves these objectives.
But we need your vote to make it happen. YOUR BOARD OF DIRECTORS
HAS CAREFULLY REVIEWED AND APPROVED THIS COMBINATION AND URGES
YOU TO VOTE "FOR" THIS PROPOSAL. If you already sent in your
card or voted by phone, you do not need to do so again. However,
if you have not yet mailed in the original proxy card or voted by
telephone, you may use the enclosed card or phone number to
ensure your vote is counted. Your KCPL shares cannot be voted
unless you sign and return your proxy card or vote by telephone.
If you have any questions about this transaction, you may
call a KCPL representative toll-free at 1-800-566-9061.
Sincerely,
/s/Drue Jennings
<PAGE>
July 8, 1998
Dear Financial Consultant;
We are very excited to be moving our company closer to a
combination with Western Resources by bringing this proposal to
our shareowners for a vote. 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. In
addition, the combination of Westar Energy and Western Resources
stock received will provide a consistent stream of dividends from
diversified sources.
The creation of Westar Energy will united three proven and
established regional electric utilities - KCPL. KGE, and KPL - to
create a larger electric utility positioned to compete in our
changing industry. Headquartered in Kansas City, Westar Energy
will bring together more than 300 collective years of experience
in the industry, a history of operational excellence and
community leadership. Westar Energy will serve more than one
million customers, and will have more than $8 billion in assets
and 8,000 megawatts of electric generation resources.
Enclosed is a brochure that will help you explain to your
clients how the creation of Westar Energy can bring additional
value to their investment. THE BOARD OF DIRECTORS HAS CAREFULLY
REVIEWED AND APPROVED THIS COMBINATION AND URGES SHAREOWNERS TO
VOTE "FOR" THE PROPOSAL. Because approval by 67% of all
outstanding shares is necessary to approve this proposal, we urge
you to remind your clients to vote their proxy card. If you have
any questions, you may call a KCPL representative at 1-800-245-
5275.
Sincerely,
/s/David Myers
Manager, Investor Relations
Kansas City Power & Light Company
