UTILICORP UNITED INC
DEFA14A, 1996-07-09
ELECTRIC & OTHER SERVICES COMBINED
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<PAGE>
                            SCHEDULE 14A INFORMATION
 
                  Proxy Statement Pursuant to Section 14(a) of
            the Securities Exchange Act of 1934 (Amendment No.    )
 
    Filed by the Registrant / /
    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:
        ------------------------------------------------------------------------
/ /  Fee paid previously with preliminary materials.
/X/  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:  $1,078,816
        ------------------------------------------------------------------------
     2) Form, Schedule or Registration Statement No.:
        Preliminary Joint Proxy Statement/Prospectus on Schedule 14A and KC 
        United Corp. Form S-4 File No. 333-02223
        ------------------------------------------------------------------------
     3) Filing Party:
        UtiliCorp United, Kansas City Power & Lignt
        ------------------------------------------------------------------------
     4) Date Filed:
        February 21, 1996 and April 4, 1996
        ------------------------------------------------------------------------


<PAGE>

This letter will be sent to all employees on July 10, 1996, along with attached
materials already filed pursuant to Rule 14a-6.

        All UCU Employees

        Rick Green

        July 10, 1996

        Merger materials
        

In mid-June all employees received a preliminary joint proxy statement and
prospectus on our merger with Kansas City Power & Light.  By now you should have
received the definitive joint proxy statement and your proxy voting card.   It's
important that you review these materials to make an informed vote.  If you
don't vote, your shares are automatically counted as  "No" votes.

A merger-related issue that has created confusion for shareholders and the
public is the Western Resources proposal to KCPL shareholders.  Based on
analysts comments in news accounts, some are concluding that the UCU/KCPL merger
is no longer viable.  Nothing could be farther from the truth!  You can help us
communicate that message simply by knowing the facts.

Attached is information about the merger that provides answers to some commonly
asked questions.  If you have additional questions after reviewing this
material, call Investor Relations at 1-800-487-6661.

I encourage you to join your UtiliCorp colleagues next week and participate in
the UtiliCorp Proxy Day promotion.  This is a great opportunity to show your
enthusiasm and support for your company's future. 




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