<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:
------------------------------------------------------------------------
/ / 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 and Light
------------------------------------------------------------------------
4) Date Filed:
February 21, 1996 and April 4, 1996
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<PAGE>
UTILICORP UNITED
AND
KANSAS CITY POWER
& LIGHT COMPANY
COMBINE TO CREATE
MAXIM ENERGIES, INC.
Before I close my remarks this morning/this afternoon, I want to spend some time
talking about the merger and give you an opportunity to ask some questions about
the transaction itself and the process going forward.
UtiliCorp needs 50.1% of outstanding shares voted in support of the UCU-KCPL
merger. UCU employees own 13% of outstanding shares, so you can see that your
vote can really have an impact. Additionally, if you understand the terms and
benefits of the merger you can answer questions that your friends, family and
customers may have about the value of the deal.
<PAGE>
TIMELINE OF EVENTS
- JAN. 22 - ANNOUNCED INTENTION TO
MERGE
- MAY 20 - AMENDED AGREEMENT RELEASED
- JUNE 27 - SEC REVIEW COMPLETED
- JULY 1 - PROXY MATERIALS MAILED
- AUG. 14 - SPECIAL SHAREHOLDER MEETING
- MID-1997 - MERGER TRANSACTION COMPLETED
Let's take a look at a timeline of events. On January 22 Rick Green and Drue
Jennings announced at a press conference in Kansas City their plans to initiate
a merger of equals between UtiliCorp and Kansas City Power & Light.
On May 20 - UCU and KCPL announced that they had amended the merger agreement
when it was apparent that the KCPL shareholder vote was not achievable because
of KCPL's 66 2/3% voting requirement.
The SEC completed its review of our amended agreement June 27.
The proxy statement and proxy cards were mailed to shareholders July 1.
And the vote will be counted at a special shareholder meeting Aug. 14 in Kansas
City. Kansas City Power & Light's meeting is scheduled for Aug. 7.
At this point, we're confident that the merger process will be completed by mid-
1997.
2
<PAGE>
AMENDED MERGER
AGREEMENT
- EXCHANGE RATIO IS NOW ONE-FOR-ONE
- CONSISTENT WITH MARKET DEMANDS
- REDUCES VOTING REQUIREMENT FOR KCPL FROM
66.7% OF SHARES OUTSTANDING TO 50.1% OF SHARES
VOTED
Before I go into detail on the strengths of the merger, let me answer a question
that I know is on your mind. "Why in the amended agreement do UCU shareholders
only get a 1:1 exchange ratio rather than 1.096 that was originally announced?"
A lot of people have been saying that UtiliCorp shareholders lost in the new
deal -- but you can't lose what you never had -- and let me tell you, the market
was sending a clear message that at the original exchange ratio the deal wasn't
achievable.
Another effect of the amended agreement is that it changes the voting
requirement for KCPL from approval by two-thirds of all shares outstanding to a
simple majority of the shares voted.
3
<PAGE>
THE PERFECT MERGER OF EQUALS...
...DELIVERS BENEFITS TO ALL KEY STAKEHOLDERS
The merger benefits that were discussed in January are equally valid today. If
we're going to the leading multinational energy provider, we have to be a
growth-oriented company with national and international scope.
We also have to possess operating and financial strength -- and Kansas City
Power & Light brings that strength to this union.
4
<PAGE>
[Map showing KCPL/UtiliCorp operations world wide.]
Let's take a closer look at the strengths of a UCU-KCPL combination
We have tremendous growth prospects. Already we have facilities in 17 states,
serve customers in nearly 48 states and own energy interests in Canada, the
United Kingdom, New Zealand, Australia and Jamaica. KCPL owns interests in a
generating facility in China. Together we'll continue to pursue national and
international expansion.
5
<PAGE>
UCU/KCPL STRENGTHS -
DIVIDENDS
----- 1996 ------
UCU KCPL MAXIM*
$1.76 $1.58 $1.85
*MANAGEMENT FIRST YEAR DIVIDEND
RECOMMENDATION.
The boards of both UCU and KCPL announced that upon completion of the merger the
initial annualized dividend be set a $1.85 per share. In 1996, UtiliCorp
shareholders are expected to receive $1.76 - the $1.85 reflects a 5% increase
for UCU.
6
<PAGE>
UCU/KCPL STRENGTHS -
EARNINGS PER SHARE
<TABLE>
<CAPTION>
Yr. 1 Yr. 2 Yr. 3 Yr. 4
----- ----- ----- -----
<S> <C> <C> <C> <C>
Synergy Savings $.10 $.16 $.22 $.25
Additional Operational
Benefits .08 .08 .07 .06
Income Enhancement
Opportunities .20 .25 .35 .44
--- --- --- ---
Total $.38 $.49 $.64 $.75
</TABLE>
We've said all along that a UCU-KCPL merger isn't about slashing costs and jobs.
We've adopted an offensive strategy that focuses on synergies, growth, and new
markets. The result is that earnings per share by the combined company could
increase as much as $.38 in the first year. By year four that figure is
projected at $.75. These amounts are in addition to the current earnings per
share resulting from normal operations.
As employee stockholders you can begin to see that when we talk "value," we have
something tangible to offer.
7
<PAGE>
PROJECTED EPS CONTRIBUTIONS
[GRAPH]
[see page 7 for data points]
This slide helps to graphically reinforce why we're able to confidently say that
this merger is about growth and value.
Yes, the synergies we've identified will contribute to earnings per share, but
look at how those contributions are improved over a four-year period as a result
of international growth, new products, additional operational benefits, and
energy marketing initiatives.
I think you can reasonably conclude that these projections translate into new
opportunities for employees.
8
<PAGE>
ACCESS TO CAPITAL
[GRAPH]
It takes money to fund the tremendous growth we're realizing. In 1986, UtiliCorp
invested $65 million in new markets and facilities. By 1997, those investments
are projected to provide us with $320 million in capital that can be used to
fund new initiatives.
As a combined company we will more than double our access to capital -- to $700
million. When your vision is to become the leading multinational provider of
energy solution, $700 million can help that vision become reality.
9
<PAGE>
CREDIT ANALYSIS
"BBB" "A" "A-"*
UTILICORP KCPL MAXIM
* Management anticipates an A- rating. The actual rating
will be determined at the time of closing.
When you talk about funding growth, you want a solid credit rating. Currently
UtiliCorp is rated BBB, and we're on watch for an upgrade.
KCPL is an A rated company, and we expect that the new company would receive an
A- (minus) rating. The higher the rating, the lower the costs of borrowing
money.
10
<PAGE>
WINNER IN MARKETPLACE
- Operational excellence
- Strong credit rating
- National gas marketer/trader -
10.5 bcf/day (top 10)
- National power marketer/trader -
over 10,000 mwh/day (top 10)
In essence, what shareholders are being asked to vote on is a new company with
an exciting future -- a company that we now know will operate as Maxim Energies.
This is a company that has winning characteristics for the marketplace of the
future.
REVIEW BULLET POINTS
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<PAGE>
WINNER IN MARKETPLACE
- First and dominant national brand -EnergyOne
- Stand-alone 10-year average total return is above
the industry -- UCU: 17.3%; KCPL: 17.7%;
industry 13.1%
- Diverse products, territories, asset base &
generating mix
- Experience operating competitive, nonregulated
businesses
REVIEW BULLET POINTS
What I've shared with you this morning/this afternoon, is similar to the message
that's being shared with analysts, brokers, the media and others. It's a message
that's based on fact and analysis -- not fiction.
I hope it's one that you'll help us share with others to help secure the vote.
12
<PAGE>
NEXT STEPS
- Grassroots efforts and support from employees and
community leaders
- Visits with key institutional shareholders and brokers
- Shareholder - to - shareholder campaign
- Shareholder mailings
- Media interviews
- Employee Proxy Day - July 17
So what steps are planned to make sure we get shareholder approval for the
merger? We have an aggressive plan under way that's targeted at key audiences.
We're meeting with our large institutional shareholders and brokers, and we're
initiating a new shareholder-to-shareholder campaign. Employee shareholders will
contact other shareholders who hold 1,000 or more UCU shares to talk about the
value of the UCU-KCPL merger.
We think this will be a very effective way to reach those shareholders who have
questions but didn't want to take the time to get them answered, and who
traditionally may not vote, because they didn't think their vote mattered. Every
vote matters. In this case, a non-vote is a "No" vote.
Your vote is particularly important, because it signifies that you have a stake
in the company's future and equally important, you have an opinion about how the
company positions itself for a changing marketplace.
All UCU locations will promote July 17 as "Proxy Day". There will be proxy boxes
in convenient locations for you to return your completed proxy.
13
<PAGE>
HOW CAN YOU HELP?
- Know the facts
- Vote
- Talk to others
- Provide feedback
The best thing you can do is to know the facts and Vote! By not voting, you have
automatically voted "No."
I understand that if we get a 90% employee vote, I and the other 13 members of
the Leadership Team/Monday Group will be doing someone's job for a day.
I might be answering phones in Michigan, reading gas meters in Minnesota, or
climbing a pole in Colorado. You will receive/received details on the "Win-A-
Temp" promotion the second week of July. So it's up to you as to whether or not
I'm someone's temporary employee for a day, but it sounds like fun -- and I'm
more than willing to be involved.
Also, if you're comfortable, share these messages with neighbors, family members
and customers. Let them know their vote is important, too.
And let the Kansas City office know if you don't think the message is getting
out there. You can call the employee hotline (800-2400-UCU) or the Investor
Relations line (800-487-6661).
14
<PAGE>
THE PERFECT MERGER OF EQUALS...
I'll close my remarks today with the same three words that we used to describe
this deal in January.
The UCU-KCPL merger is credible -- you've seen the value it's projected to
create.
It's achievable -- Traditionally, our shareholder vote is very high, and
historically our shareholders have indicated they trust UCU management by voting
in accordance with management's recommendations.
It's strategic -- We articulated our vision in 1994 -- we want to be the leading
multinational provider of energy solutions. A UCU-KCPL merger doesn't alter our
strategy, it simply accelerates the attainment of our vision.
In the time remaining, I'd be happy to try and answer your questions.
Questions & Answer Session
15
