<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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 Section 240.14a-11(c) or Section
240.14a-12
UTILICORP UNITED INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
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>
This material is being filed pursuant to Rule 14a-6 and will be sent to certain
elected officials.
May , 1996
Dear:
Many people in the community have been watching the pending merger between
UtiliCorp and KCPL with great interest. I thought I would explain the
reasons for the merger and what it means to Missouri communities and
customers. Hopefully, this letter will address some of your questions and
those of the people you represent.
As you know, legislative and regulatory reforms, changing customer demands,
and technological advances are reshaping the utility industry. Merging our
two companies allows us to achieve the critical mass, operating efficiencies,
and ongoing innovation necessary to compete effectively in this new arena.
It means retaining local control over energy services, rather than the
potential of becoming subsidiaries of larger, more distant companies.
The merger means added security for the communities in which we operate.
Specifically, the merger will provide:
- - Customers with lower rates than otherwise would be possible, a greater
choice of energy related products, and continued access to reliable, low-cost
energy solutions;
- - Employees with increased opportunities as part of a stronger,
locally-based, growth-oriented company with a stable and expanding employee
base;
- - Communities with the continuity and commitment of a strong locally-based
energy provider that can provide the support to attract business and
stimulate economic growth in our region as well as enhanced resources for
philanthropic, volunteer, and economic development efforts.
In the midst of our efforts to complete this beneficial merger, Topeka-based
Western Resources has launched an aggressive hostile takeover bid for KCPL.
Western's hostile bid seems designed to block our friendly merger and prevent
the new combined company from becoming a stronger regional competitor.
Western seems prepared to make Missouri and Kansas the testing ground and the
battleground for the first hostile takeover in the U.S. utility industry.
<PAGE>
May 7, 1996
Page 2
If you believe, as we do, that strong companies are born not from hostile
beginnings, but from a partnership of equals working for the benefit of our
employees, customers, and shareholders, we hope you will support the merger
of UtiliCorp and KCPL by making a phone call or writing to Governor Carnahan,
or by sending me a letter for public endorsement of this merger. Please feel
free to call me at 816-467-3516 if you have any questions.
UtiliCorp and KCPL have grown with the communities we serve. Together, we
want to continue to provide local energy services into the future.
Thank you for your support.
Sincerely,
/s/ Richard Green, Jr.