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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):
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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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[IMAGE OF A WALL] A LEGAL AND REGULATORY WALL
WESTERN RESOURCES HOSTILE BID ONLY HAPPENS IF MULTIPLE CONDITIONS ARE MET.
CONDITIONS
FREE TO AMEND OR "In their sole discretion," Western is free to
TERMINATE amend the terms of the deal or terminate it
completely at any time before closing.
REALITY: THE TERMS OF THE MERGER WITH UTILICORP
ARE FIXED.
90 PERCENT MINIMUM TENDER Western won't close unless they get 90% tendered.
This is unprecedented in any hostile exchange.
REALITY: NO POOLING, THEREFORE A SIGNIFICANT NON-
RECOVERABLE PREMIUM MUST BE ABSORBED BY
SHAREHOLDERS.
MISSOURI BUSINESS To comply with this statute, KCPL board must
COMBINATION approve the acquisition by Western PRIOR to
closing the tender (KCPL Board has rejected
Western Resources offer 3 times!)
REALITY: WITHOUT APPROVAL, NO MERGER IS POSSIBLE
WITH WESTERN FOR 5 YEARS.
REDEMPTION OF KCPL KCPL's bylaws require board approval in order to
PREFERRED STOCK redeem all preferred stock.
REALITY: KCPL BOARD HAS CONSISTENTLY REJECTED
WESTERN AND THEREFORE APPROVAL IS UNLIKELY.
MISSOURI CONTROL SHARE Shares acquired in a hostile transaction (more
ACQUISITION than 20%) have no voting rights unless granted by
KCPL Shareholders.
REALITY: WESTERN WOULD NEED TO CONVINCE MORE THAN
66 2/3 OF REMAINING KCPL SHAREHOLDERS TO APPROVE
DEAL.
WESTERN SHAREHOLDER Western shareholders, who may find the deal
APPROVAL extremely dilutive to them, must approve any KCPL
deal before it can close.
REALITY: SHAREHOLDERS GENERALLY DON'T LIKE
DILUTIVE TRANSACTIONS; THERE IS NO ASSURANCE
WESTERN SHAREHOLDERS WILL APPROVE.
MISSOURI PUBLIC SERVICE The MPSC must approve transaction.
COMMISSION REALITY: HOSTILE, UNFRIENDLY OFFER FOR A MISSOURI
COMPANY WOULD BE DIFFICULT - MISSOURI GOVERNOR
SUPPORTS UCU/KCPL!
TWO YEAR OPEN TENDER An exchange offer cannot close, and tendered
shares cannot be purchased, until ALL state and
federal regulatory approvals HAVE BEEN OBTAINED.
REALITY: 90% TENDER CONDITION PLUS REGULATORY
APPROVALS, PUTS WESTERN'S PROPOSAL ON
INDETERMINABLE TIME LINE.
THE NUMBER OF CONDITIONS IMPOSED BY WESTERN UNDERMINES THEIR COMMITMENT TO THIS
TRANSACTION AND THE NUMBER OF HURDLES CAN EXTEND THEIR REJECTED OFFER FOR MANY
YEARS.
(SEE PG. II OF WESTERN'S 7/3/96 PROSPECTUS FOR A LIST OF THESE CONDITIONS).
