<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.
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(Name of Registrant as Specified In Its Charter)
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(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:
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2) Aggregate number of securities to which transaction applies:
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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:
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5) Total fee paid:
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/ / 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
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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
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3) Filing Party:
UTILICORP UNITED, KANSAS CITY POWER & LIGHT
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4) Date Filed:
FEBRUARY 21, 1996 AND APRIL 4, 1996
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<PAGE>
July 31, 1996
Dear Fellow Shareholder:
Our records indicate that as of this date you may not have voted on our proposed
merger with Kansas City Power & Light Company. If you have not yet voted "YES"
I urge you to complete the enclosed proxy card at your earliest convenience,
since a non-vote is automatically counted as a "NO" vote. Your participation is
very important to UtiliCorp's future.
Financial results for the second quarter demonstrate the strong foundation on
which this merger is being built. I'm enclosing the complete text of our July
25 news release so that you can review the details of our earnings gain of 285
PERCENT over the 1995 quarter. This year-to-year increase was produced by
strong contributions from our domestic non-regulated businesses and our
international operations in Australia and New Zealand. With a continuing record
of creating value, we now are poised to join with the people of KCPL to build
upon, AND ACCELERATE, this kind of superior performance by merging our two
companies next year.
We greatly appreciate your support, and urge you to use the enclosed proxy card
to vote "YES" for the future of our new company -- Maxim Energies.
If you would like additional information or need assistance with voting, please
don't hesitate to call our proxy solicitor, Morrow & Co., at 1-800-566-9058; or
UtiliCorp Shareholder Relations at 1-800-487-6661. Both numbers are toll-free.
Sincerely,
/s/ RICHARD C. GREEN, JR.
Richard C. Green, Jr.
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[UtiliCorp Logo]
MEDIA CONTACTS:
Sally McElwreath - 816-467-3596
Media Relations - 816-467-3000
INVESTOR CONTACTS:
Dale J. Wolf - 816-467-3536
Ellen Fairchild - 816-467-3506
UTILICORP SECOND QUARTER EARNINGS UP 285 PERCENT,
BOOSTED BY STRONG PERFORMANCE OF
ENERGY MARKETING BUSINESSES AND INTERNATIONAL VENTURES
KANSAS CITY, MO, July 25, 1996 -- UtiliCorp United (NYSE: UCU) today
announced that for the second quarter ended June 30, 1996, its earnings
available for common shares were $25.8 million, up 285 percent from earnings of
$6.7 million in the second quarter of 1995.
The second quarter results reflect increased contributions from
international ventures and domestic non-regulated businesses. Earnings from the
UtilCo Group subsidiary included an after-tax gain of $11.8 million, primarily
the result of a long-term lease arrangement at an independent power project in
California in which UtilCo Group holds a 23 percent interest. Earnings from
domestic utility operations were also stronger than in last year's quarter.
"The excellent results for the second quarter further demonstrate the
success of our strategy for growth in non-regulated and international
businesses," said Richard C. Green, Jr., UtiliCorp chairman and chief executive
officer. "Not including the net gain from transactions at UtilCo Group,
earnings were more than double the year-ago results, which positions us with
very positive momentum for the second half of this year."
Primary earnings per common share for the 1996 quarter were $.55, up 267
percent from $.15. Average common shares outstanding increased 3.7 percent,
from 45.1 million a year earlier to 46.7 million, due primarily to a positive
response to the company's direct customer stock purchase plan.
Green said that the Aquila Energy subsidiary reported increased gas
pipeline throughput and natural gas liquids production. Natural gas trading
activities also grew during the quarter, a period marked by increased price
volatility. Net income of Aquila Gas Pipeline
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UtiliCorp Earnings, page 2
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Corporation, which is 82 percent owned by Aquila Energy, increased 88 percent
over the 1995 quarter, reflecting growth in pipeline throughput and higher
natural gas liquids production and pricing. The Aquila Power subsidiary has
grown very quickly since being started in 1995, Green added. In the 1996 first
quarter it was ranked as the 15th largest national marketer of electricity and
its volumes have already more than doubled since then.
"Our utilities in Canada, Australia and New Zealand all contributed to the
rise in second quarter earnings," Green said. Earnings from Canadian operations
rose significantly compared to a year ago, reflecting a recent rate increase and
growth in customers. UtiliCorp's 49.9 percent interest in United Energy, the
Australian electric distribution utility which it has operated since September
1995, contributed $3.3 million to net income for the second quarter. "United
Energy's contribution to date is well above our original expectations," Green
said, "due largely to favorable results from transforming its operations and
marketing to a competitive, customer-focused model ahead of plan."
For the 1996 quarter sales were $765.0 million, up 27 percent percent
compared to 1995 second quarter sales of $600.8 million. Income from operations
was $35.1 million, up from $34.9 million.
For the six months ended June 30, 1996, sales were $1.8 billion, up 39
percent from $1.3 billion in the six months a year earlier. Income from
operations was $122.1 million, up from $116.5 million. Earnings available for
common shares were $62.6 million, up 63 percent from $38.4 million, and primary
earnings per share were $1.35, up 59 percent from $.85.
UtiliCorp United is an international energy company with customers and
operations across the United States and in Canada, the United Kingdom,
Australia, New Zealand and Jamaica. In 1995 the company launched EnergyOne-SM-,
the first nationally branded line of products and services for electric and gas
customers. In January 1996 UtiliCorp and Kansas City Power & Light Company
(NYSE: KLT) announced a definitive agreement to merge the two companies into
Maxim Energies, a new corporation, subject to approval by shareholders of both
companies and by various regulatory authorities.
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UtiliCorp Earnings, page 3
UTILICORP UNITED INC.
CONDENSED CONSOLIDATED STATEMENT OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
For the Three Months For the Six Months For the 12 Months
Ended June 30, Ended June 30, Ended June 30,
IN MILLIONS, EXCEPT PER SHARE 1996 1995 1996 1995 1996 1995
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<S> <C> <C> <C> <C> <C> <C>
Sales $ 765.0 $ 600.8 $ 1,849.4 $ 1,327.1 $ 3,320.9 $ 2,435.5
Cost of sales 562.6 404.2 1,397.3 894.3 2,384.8 1,591.2
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Gross profit 202.4 196.6 452.1 432.8 936.1 844.3
Expenses 167.3 161.7 330.0 316.3 705.6 613.7
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Income from operations 35.1 34.9 122.1 116.5 230.5 230.6
Equity in earnings of
investments and partnerships 47.7 5.8 60.2 7.9 84.1 17.2
Interest income 2.6 2.5 5.1 4.4 12.9 8.2
Interest charges and minority
interests (38.6) (33.4) (75.6) (64.7) (147.9) (119.7)
Income taxes (20.5) (2.6) (48.2) (24.7) (75.5) (48.8)
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Net income 26.3 7.2 63.6 39.4 104.1 87.5
Preference dividends .5 .5 1.0 1.0 2.1 1.6
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Earnings Available for
Common Shares $ 25.8 $ 6.7 $ 62.6 $ 38.4 $ 102.0 $ 85.9
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Weighted Average Common
Shares Outstanding:
Primary 46.70 45.05 46.47 44.93 46.03 45.14
Fully Diluted 47.03 45.55 46.80 45.43 46.37 45.65
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Earnings Per Common Share:
Primary $ .55 $ .15 $ 1.35 $ .85 $ 2.22 $ 1.90
Fully Diluted .55 .15 1.34 .85 2.21 1.88
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</TABLE>
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- more -
UtiliCorp Earnings, page 4
UTILICORP UNITED INC.
OPERATING STATISTICS
<TABLE>
<CAPTION>
For the Three Months Ended June 30,
1996 1995
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<S> <C> <C>
Electric utility sales (MWH) 2,639,012 2,508,311
Gas utility sales (000 MCF) 19,595 16,043
Gas transportation 38,662 40,110
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Total gas sales and transportation 58,257 56,153
Gas pipeline throughput (MILLION CUBIC FEET PER DAY) 533 488
Gross natural gas liquids production (MILLION BARRELS PER DAY) 40 30
Gas marketing volumes (MILLION CUBIC FEET PER DAY) 1,380 1,349
Electricity marketing volumes (MWH) 711,857 --
</TABLE>
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