UTILICORP UNITED INC
DEFA14A, 1996-07-26
ELECTRIC & OTHER SERVICES COMBINED
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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.
- --------------------------------------------------------------------------------
                (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 & Light
        ------------------------------------------------------------------------
     4) Date Filed:
        February 21, 1996 and April 4, 1996
        ------------------------------------------------------------------------
<PAGE>

   SUPPORT FOR THE UTILICORP/KCPL COMBINATION ECHOES FROM MAIN STREET TO WALL
                                     STREET

                             [IMAGE OF STREET SIGNS]

We believe that the proposed UtiliCorp and KCPL merger presents an attractive
opportunity for both companies to significantly enhance their growth prospects.
UtiliCorp has been a market leader in international projects while developing a
successful energy marketing affiliate.  Coupled with KCPL's financial strength,
urban service territory and generation experience, the new company should be
well positioned for the changes embracing the energy markets.

               * Ronald J. Barone, Daniel L. Barcelo, PaineWebber, July 24, 1996

I am confident that the result of this merger will be strong corporate
leadership and a valuable ally in our economic development efforts.  This
proposal provides the best future prospects for Missouri and the Kansas City
area.

                                  * Missouri Governor Mel Carnahan, May 15, 1996

The combination of these two fine companies, each an industry leader, in
striving to bring the benefits of competition and efficiency to energy
consumers, will ensure Kansas City's and Missouri's strong participation in the
new global energy marketplace that is taking shape.

                                       * Missouri Senator Kit Bond, May 16, 1996

We have revised our recommendation for several reasons. . .  We recommend that
KCPL shareholders vote YES for the UCU/KCPL merger. . . . . Recent events . . .
raise serious questions concerning Western Resources' sustainable earnings
levels and, therefore, its stock price.

                            * David Parker, Robert W. Baird & Co., July 19, 1996

The assumptions needed to make the Western Resources offer and all its component
parts a realization . . . are somewhat questionable.  Moreover, the long-term
strategic benefits and growth opportunities created by a UCU/KCPL merger appear
greater. . . .

                   * Kyle P. Rudden, J. P. Morgan Securities Inc., July 23, 1996

UtiliCorp's efforts distinguish it as the most aggressive and visionary utility
company in the Midwest. . . .  All evidence indicates the two utility companies
have complementary strengths that will result in a strong, unified firm well-
suited to continue serving our state.

                 * Area Economic Development Commission, Nevada, MO, May 8, 1996
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REAL PEOPLE SUPPORTING REAL VALUE

Cast Your YES Vote Today!  Remember, a non-vote is a no vote.

                                [UtiliCorp Logo]

          Vote YES to the UtiliCorp/KCPL Merger on the WHITE Proxy Card
If you need assistance call our proxy solicitor, Morrow & Co., Inc., toll free,
         at 1-800-566-9058.  For more information, please call UtiliCorp
                               at 1-800-487-6661.


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