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UTILICORP UNITED INC.
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(Name of Registrant as Specified In Its Charter)
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This material is being filed pursuant to Rule 14a-6 and will appear in the
Kansas City Star newspaper on May 8, 1996.
PROPOSED KCPL-UTILICORP UNITED UTILITIES
MERGER IS WORTHY OF SUPPORT
It is difficult to pick up an area newspaper these days and not find
stories or full-page advertisements proclaiming the benefits of the merger
between Kansas City Power & Light and UtiliCorp United. It is also hard to miss
the contrary assertions being made Western Resources management over in Topeka
who view our strong Kansas City-based partnership with decidedly less
enthusiasm.
It may be tempting to consider it all just corporate noise and quickly turn
the page to find out how the Royals are doing or what Ann Landers has to say.
But with so much hanging in the balance -- metro area jobs, energy costs
affecting hundreds of thousands of customers, millions of dollars flowing into
the local economy and supporting area charities, and the millions of dollars of
shares held by local investors -- Kansas Citians should pay very close attention
to this debate.
Last January, we announced a new, forward-looking relationship combining
KCPL and UtiliCorp into a company with a common vision to create a strong, full-
service energy provider that will bring significant added value and security to
our customers, employees, communities, and shareholders. This new partnership,
a friendly merger of equals, provides the strengths of continued low-cost power,
dependable service, job stability, and sustained growth.
In an increasingly competitive utility industry, our successful financial
histories, excellent operations, and access to low-cost power sources makes our
combination well positioned to succeed and uniquely qualified to meet your
energy needs.
Specifically, our new company will provide:
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Jennings/Green -2
- - CUSTOMERS with continued access to reliable, low-cost energy along with
greater choice of new energy-related products and services;
- - EMPLOYEES with increased opportunities as part of a stronger, growth-
oriented company with international reach and a stable and expanding
employee base;
- - GREATER KANSAS CITY AND AREA COMMUNITIES with the continuity and commitment
of a strong locally-based energy provider that can provide the global
support to attract business and stimulate economic growth in our region;
the merger also provides enhanced resources for philanthropic, volunteer
and economic development efforts;
- - SHAREHOLDERS with a secure investment and an initial recommended dividend
rate of $1.85 per share, representing an 18.6 percent increase for KCPL
shareholders, and a 15.2 percent boost for UtiliCorp shareholders.
The bottom line of the KCPL/UtiliCorp agreement is a productive growth
RELATIONSHIP... not just another "deal."
But intruding on our efforts to build for the future, Topeka-based Western
Resources launched an aggressive hostile takeover bid for KCPL. Recognizing the
realities of the new deregulating energy marketplace, Western is trying to block
the creation of a new and formidable competitor.
We believe the Western offer really is no offer at all. Its financial
assumptions simply do not add up and are not credible. For example, Western
changed its increased dividend forecast within days of its initial hostile
takeover announcement. Western also first announced to the public that its
plans included NO layoffs; then, the very next day told Kansas regulators in
official documents that 531 jobs in fact WOULD be eliminated.
Western seems prepared to make Missouri and Kansas the testing ground for
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dealmaking, and the battle ground for a hostile utility takeover. The simple
truth is that Western seems to us more intent on doing deals and transactions
than building businesses and relationships.
No hostile intrusion like that of Western Resources has ever been
successful in the history of the utility industry, and we don't expect that will
have changed after the shareholder vote for our merger of equals is counted on
May 22. We believe our communities and our investors clearly understand and
appreciate KCPL and UtiliCorp's plans to further strengthen our ties to Kansas
City... to the people of this area who look to us for safe, reliable, low-cost
energy... and for jobs... and for growth in shareholder value.
We know that strong companies are born not from hostile beginnings, but
from a partnership of equals working for the benefit of our customers,
employees, communities, and shareholders. That support and commitment is
something solid you can see and grasp. Its roots have taken firm hold over the
century and more that we both have conducted our main operations in Kansas City
and surrounding communities.
The KCPL/UtiliCorp relationship and plan for the future here include a
combined world headquarters where thousands of area employees will be working to
bring our vision to life, and strengthen Kansas City's role as a major player in
the emerging global energy marketplace.
We don't intend to allow interlopers from the west to block that vision in
any way.
/s/Drue Jennings /s/Richard C. Green, Jr.
Chairman, President and Chief Chairman and Chief executive Officer
Executive Officer UtiliCorp United
Kansas City Power & Light Company
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