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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):
/ / No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
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.
/ / 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:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
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INFONET MANAGERS PAK - 2ND QUARTER, APRIL 1998
TABLE OF CONTENTS
EMPLOYEE TALKING POINTS
Explaining the UCU Proxy Vote 1
FEEDBACK 3
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EMPLOYEE TALKING POINTS
A CORPORATE COMMUNICATIONS RESOURCE FOR UCU MANAGERS TO USE IN DISCUSSIONS WITH
EMPLOYEES.
EXPLAINING THE UCU PROXY VOTE
BACKGROUND
UtiliCorp recently mailed proxy cards and statements to shareholders, along with
the annual report. Unlike typical proxies, this one includes four issues
designed to help protect the company against an unwanted takeover and two others
authorizing the issue of additional shares - and it will require a vote of
support from a majority of UCU's outstanding shares. (Typical proxy votes only
require a simply majority of the votes that are cast.)
Employee shareholder votes are always important, but they are particularly
important for this proxy vote. And gaining approval of the proxy items is
considered critical to protecting UCU's ability to choose its own destiny.
Please share the following information with your employees so they can
understand the issues as well as how important it will be for them to vote their
proxies.
POINTS
- - The proxy cards and statements were mailed in late March. Please encourage
employees to complete and return their proxies by mid-April. To be
counted, proxies must be received prior to the shareholder meeting, which
is set for May 6.
- - Employees own 12% - 6.4 million - of UCU's 53.7 million outstanding shares,
so their votes are critical.
- - The anti-takeover proxy issues are numbers 5 through 8. In addition, there
are two items - numbers 3 and 4 - related to increasing the number of
shares that UCU can issue. Explanations of the anti-takeover proposals
begin on page 22 of the proxy statement. Each proposal outlines the
advantages and disadvantages of the proposed changes. There is also a
section on page 23 that lists the anti-takeover provisions that UCU
already has in place.
- - Since UtiliCorp needs a majority of outstanding shares to vote "For" the
proxy issues, it's important to know that not voting your proxy is the same
as voting "Against."
InforNet Managers Pak -- 2nd Quarter, April 1997 1
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- - Each proxy issue will be considered individually, so shareholders will need
to check "For" or "Against" for each one.
- - UtiliCorp's Board of Directors has unanimously approved and recommends that
stockholders vote "For" all the proposals.
- - Employees who need to request a duplicate proxy card can call the UCU
shareholder line, 800-487-6661 (467-3513 or 467-3087 for Kansas City area
employees).
A look at the pros and cons
- ---------------------------
(NOTE: THE PROXY STATEMENT THAT WAS MAILED TO SHAREHOLDERS IN LATE MARCH
CONTAINS A MORE DETAILED EXPLANATION OF THESE ISSUES. MANAGEMENT RECOMMENDS
THAT YOU REVIEW THE PROXY STATEMENT BEFORE YOU VOTE YOUR PROXY CARD. THE UCU
BOARD HAS UNANIMOUSLY RECOMMENDED THAT SHAREHOLDERS VOTE "FOR" EACH OF THESE
PROXY ISSUES.)
1. To elect three Directors of the Company to hold office for three years and
until their successors have been duly elected and qualified.
THIS RELATES TO THE ANNUAL ELECTION OF OFFICERS, A ROUTINE PROXY ITEM.
2. To consider and act upon a proposal to approve an amendment to the UCU
Annual and Long-Term Incentive Plan.
THIS RELATES TO EXECUTIVE COMPENSATION, ALSO A ROUTINE PROXY ITEM.
3. To consider and act upon a proposal to amend the Amended and Restated 1986
Stock Incentive Plan to allow the issuance of an additional 2 million
shares pursuant to the plan.
THIS AUTHORIZES UCU TO ISSUE ADDITIONAL SHARES FOR UCU'S STOCK INCENTIVE
PLAN, WHICH IS USED AS AN INCENTIVE FOR EMPLOYEES.
4. To consider and act upon a proposal to amend the Certificate of
Incorporation to increase the number of authorized shares of common stock
to 200 million.
THIS AUTHORIZES UCU TO ISSUE ADDITIONAL SHARES FOR FUTURE FINANCING,
INVESTMENT OPPORTUNITIES, STOCK DIVIDENDS, ETC.
5. To consider and act upon an amendment to the Certificate of Incorporation
of the Company to allow the Board to designate voting rights for preference
stock.
THIS ANTI-TAKEOVER MEASURE WOULD GIVE THE UCU BOARD THE POWER TO DESIGNATE
THE VOTING RIGHTS OF PREFERENCE STOCK, SIMILAR TO THE POWER IT ALREADY HAS
RELATED TO COMMON STOCK.
6. To consider and act upon an amendment to the Certificate of Incorporation
of the Company to increase the number of shares required to call a special
meeting.
THIS ANTI-TAKEOVER MEASURE WOULD PREVENT A SMALL NUMBER OF SHAREHOLDERS
FROM CALLING A SPECIAL MEETING TO MAKE PROPOSALS THAT COULD BE DISRUPTIVE
TO UCU.
InforNet Managers Pak -- 2nd Quarter, April 1997 2
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7. To consider and act upon an amendment to the Certificate of Incorporation
of the Company to eliminate cumulative voting.
THIS ANTI-TAKEOVER MEASURE WOULD PREVENT A MINORITY OF SHAREHOLDERS FROM
OBTAINING REPRESENTATION ON UCU'S BOARD IN ORDER TO ELECT A DIRECTOR WHO IS
INTENT ON A TAKEOVER.
8. To consider and act upon an amendment to the Certificate of Incorporation
of the Company to provide for removal of board members only for cause.
THIS ANTI-TAKEOVER MEASURE HELPS PREVENT REMOVAL OF A DIRECTOR UNLESS
REMOVAL IS WARRANTED FOR REASONS OTHER THAN TO TAKE CONTROL OF THE BOARD.
9. To consider and transact such other business as may properly come before
the meeting or any adjournment thereof.
THIS IS A ROUTINE PROXY ITEM.
InforNet Managers Pak -- 2nd Quarter, April 1997 3
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FEEDBACK FORM
TO SHARE YOUR COMMENTS ABOUT THIS INFONET MANAGERS PAK AND SUGGESTIONS FOR
FUTURE EDITIONS.
COMPLETED BY______________________________ LOCATION_________________________
1. How would you rate the contents of this INFONET MANAGERS PAK?
/ / Very useful / / Useful / / Not useful
2. What can we do to improve it?
3. What information would you like to see in future editions of the INFONET
MANAGERS PAK?
4. Is quarterly the right frequency for the MANAGERS PAK? If no, what do you
recommend?
PLEASE RETURN THIS COMPLETED FORM TO DIANE WALKER, UCU CORPORATE
COMMUNICATIONS, 20 WEST NINTH (2-133), KANSAS CITY, MO 64105 OR FAX TO
816-467-3005.
InforNet Managers Pak -- 2nd Quarter, April 1997 4
