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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LIGHTLINES
Published for All Active and Retired Employees June 11, 1998
_____________________________________________________________________
SHAREHOLDER MEETING DATE SET, PROXY MATERIALS TO BE MAILED
On June 9, the Securities and Exchange Commission (SEC)
declared the proxy materials describing the restructured
merger agreement between Kansas City Power & Light and
Western Resources to be "effective." That means the two
companies will soon be mailing joint proxy materials that
provide details of the revised agreement to all KCPL and
Western Resources shareholders. It also means the companies
can schedule special shareholder meetings to vote on the
agreement.
KCPL and Western Resources have set the date for those
special meetings for July 30. KCPL's meeting will be held
at the Gem Theater, 18th & Vine, at 10 a.m. Western
Resources' meeting will be held at the Bradbury Thompson
Alumni Center in Topeka, Kans., at 10 a.m.
Approval by 66 2/3 percent of KCPL's outstanding shares
is needed to approve the agreement; majority approval is
required of Western's shareholders. The voting thresholds
are determined by laws governing the states where the
companies are incorporated. KCPL is incorporated in
Missouri; Western Resources in Kansas.
As outlined in the proxy materials, a new electric
utility, called Westar Energy, will be formed by combining
KCPL, KPL and KGE. Upon closing of the transaction,
shareholders of Kansas City Power & Light will receive both
Western Resources stock and Westar Energy stock.
If the agreement is approved, Western Resources will
own approximately 80.1% of Westar Energy. The remaining
approximate 19.9% will be owned by KCPL shareholders.
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FINAL APPROVAL OF THE AGREEMENT
Once the proposed agreement is approved by
shareholders of both companies, it must also be approved by
regulatory agencies including the Kansas Corporation
Commission (KCC), the Missouri Public Service Commission
(MPSC), the Federal Energy Regulatory Commission (FERC) and
the Nuclear Regulatory Commission (NRC). State filings will
be made within the next few weeks. The remainder will be
made later this summer. The transaction is expected to be
completed by mid-year 1999, pending all approvals.
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_____________________________ 2 _______________________________
THREE UTILITIES MERGE INTO ONE
The new company, Westar Energy, will be head-quartered
in Kansas City, MO. It will be comprised of the electric
utility assets of Kansas City Power & Light and Western
Resources. Customer service operations will be
headquartered in Wichita; field operations will be
headquartered in Topeka.
[graph of three small circles joining a single large circle]
[circle] [circle] [circle]
KCPL KPL KGE
[arrow down [arrow down [arrow down]
to Westar Energy to Westar Energy to Westar Energy
Circle] Circle] Circle]
[circle]
WESTAR ENERGY
[end of graph]
John Hayes will serve as chairman of Westar Energy;
Drue Jennings will serve as chief executive officer. A 10-
member board of directors will govern Westar Energy. Six
positions will be appointed by Western Resources and four
positions will be appointed by KCPL.
Westar Energy will have assets of $8.2 billion, 8,000
megawatts of electric generation resources, and more than
one million electric customers. The company will also have
a dividend policy consistent with an electric utility
company. Westar Energy anticipates paying an expected
initial annual dividend, for the first full year of
operation, of $0.72 per share. The actual dividend policy
of Westar Energy will be dependent upon numerous factors
including current economic conditions, earnings and
profitability.
WESTERN RESOURCES
Western Resources will continue to be headquartered in
Topeka, Kansas. If the transaction is approved, it will
acquire 100% of KLT, Inc., KCPL's unregulated business,
which has investments in affordable housing, gas and oil
exploration, energy services, telecommunications, economic
development and power projects. In addition, Western
Resources will own approximately 80.1% of Westar Energy; 80%
of Protection One, the second largest monitored security
company in the United States with more than one million
customers in 48 states; 45% of ONEOK, Inc., the eighth
largest natural gas distribution company in the nation;
Westar Communications, a paging service for Kansas and
Oklahoma; Westar Capital, a wholly-owned subsidiary that
holds Western Resources' non-operating interests in other
companies including Hanover Compressor, a leading provider
of natural gas compression rental equipment, and Onsite
Business Services, an energy consulting firm.
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_____________________________ 3 _______________________________
HOW THE STOCK WILL BE EXCHANGED
Each KCPL shareowner will receive a fractional share of
Western Resources common stock worth between $21.50 and
$26.50 for each share of KCPL common stock exchanged. Based
on the closing price of Western Resources' common stock as
reported on the New York Stock Exchange Composite Tape on
June 8, 1998, each share of KCPL common stock would have
been converted into a fractional share of Western Resources
common stock worth $23.50.
In addition, for each KCPL common share owned, each
KCPL shareholder will receive one share in the new company -
Westar Energy - with an estimated value of between
approximately $10 and $12 per share. This amount is based
on valuation calculations by Merrill Lynch, KCPL's financial
advisor, and Salomon Smith Barney, Western Resources'
financial advisor. The projected price takes into account
historical performance of KCPL, KGE and KPL, a well as
current market conditions.
Currently, Western Resources has an indicated annual
dividend of $2.14 per Western Resources share. It is
presently the intention of Westar Energy to pay annual
dividends at a target rate consistent with the dividend
payout ratios of other electric utilities, or approximately
$0.72 per Westar Energy share the first full year of
operation.
[box with text]
YOU CAN DETERMINE APPROXIMATELY HOW MUCH STOCK YOU WILL
RECEIVE WHEN THE COMBINATION IS COMPLETED:
# of KCPL shares you currently own ______________
multiplied by the assumed exchange
ratio* (for this example only) x .603
______________
= approximate number of Western
Resources shares you will receive ______________
______________
plus
# of KCPL shares you currently own ______________
multiplied by exchange ratio of 1 to 1 x 1
______________
______________
= number of Westar Energy shares
you will receive ______________
______________
________
* Assumes a Western Resources stock price of $39.
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_____________________________ 4 _______________________________
WHY VOTE "FOR" THE AGREEMENT?
- By uniting three well-known proven electric utilities
in to one larger company - Westar Energy - shareholders
will have ownership in a company that will be in a better
position to grow and prosper in a deregulating marketplace.
- Shareholders will gain the benefits of Westar Energy, a
regulated electric utility, and become owners of Western
Resources, a diversified consumer services company with a
strong growth profile.
- The combination of stock received will provide a consistent
stream of dividends from diversified sources.
- A larger, stronger Westar Energy benefits shareholders,
customers, employees and the communities we serve.
- The creation of Westar Energy is a strategic step
toward becoming a leading national provider of electric
energy.
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HAVE A QUESTION? CALL THE
EMPLOYEE ANSWERLINE AT
556-2424
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LightLines
Nancy Bellis
Editor & Designer
LightLines is published by
Communication Programs for active
and retired KCPL employees.
Editorial offices are located on
the 11th floor, 1201 Walnut, Kansas
City, Mo., 64106-2124. Call 556-2823
with your ideas, comments or Suggestions.
Printing provided by KCPL's Print Shop.
Visit our website at www.kcpl.com
