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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
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 Rule 240.14a-11(c) or Rule
240.14a-12
KANSAS CITY POWER & LIGHT COMPANY
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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:
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[X] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
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previous filing by registration statement number, or the
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(1) Amount Previously Paid:
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####
(Communication being distributed by Grassroots' Movement
to all KCPL employees)
To: All Executives
From: Grassroots' Movement (Les Boatright, Ken Geier,
Becky Peck, et al.)
Date: May 10, 1996
Re: Invitation To Employee Rally for KCPL/UCU Merger
The memo below is being sent to all KCPL employees. We want to extend
an invitation to each Executive to attend the employee rally.
To: All Employees
From: Grassroots' Movement
(Les Boatright, Ken Geier, Becky Peck, and many others)
Date: May 10, 1996
Re: Employee Rally at Barney Allis Plaza
An employee rally will be held to show our support for the
KCPL/UtiliCorp merger. The rally is scheduled for:
Date: Tuesday, May 14, 1996
Time: 11:00 AM
Location: Barney Allis Plaza (between 12th and 13th on
Central, one block east of Broadway and
across from the Marriott hotel)
We're planning live music, the UtiliCorp hot air balloon (weather
permitting), proxy mania, a few speakers (union and non-union), free
box lunch and soda, buttons, stickers and more balloons.
If you haven't sent in your proxy, you can bring it to the rally and
put it in your location's designated box.
The event should last about 30 minutes, and it's a great way to show
our support for the merger and have fun at the same time.
While we realize that essential employees will be unable to go to the
rally, we encourage you to continue your support by writing letters and
calling your representatives.
Please remember that while we're having fun with the rally, the proxy
vote is important and serious business. Each employee needs to weigh
all available information and make his or her own decision.
And please remember to get your supervisor's approval.
(end of communication)
#####
(KCPL Advertisement to run in various publications commencing
May 13, 1996)
AN IMPORTANT MESSAGE TO ALL KANSAS CITY POWER & LIGHT COMPANY
SHAREHOLDERS:
STRAIGHT TALK ABOUT THE
WESTERN RESOURCES HOSTILE BID
HERE'S WHAT WE AT KCPL BELIEVE
1. WE BELIEVE THAT WESTERN'S HOSTILE BID IS NOT CREDIBLE
-Western's hostile takeover attempt is based on Western's
broad and rapidly escalating merger savings estimates. In
May 1995, Western's Chief Executive Officer, John E. Hayes,
Jr., gave a preliminary estimate of more than $500 million
in merger savings over ten years. Now that Western is
trying to derail the strategic KCPL/UtiliCorp merger, it
claims that it can achieve $1.043 billion in savings over
ten years -- WESTERN'S SAVINGS CLAIMS ARE NOT CREDIBLE TO
KCPL.
-Western claims no layoffs but projects in its filings with
the Kansas Corporation Commission a reduction of precisely
531 employee positions by January 1, 1998. It is hard to
see how reductions without layoffs could be achieved in this
time frame because Western has conceded in its preliminary
prospectus that a hostile takeover of KCPL couldn't close
before the end of 1997 -- WESTERN'S NO LAYOFF COMMITMENT IS
NOT CREDIBLE TO KCPL.
-Western's filings with the Kansas Corporation Commission
seek to have only 30% of merger savings passed on to
customers in the form of rate relief. In connection with
the merger of Western's predecessor and Kansas Gas and
Electric Company, the Kansas Corporation Commission ordered
that 50% of all cost savings be passed on to customers.
Given this fact, WESTERN'S RATE PROPOSAL IS NOT CREDIBLE TO
KCPL.
2. WE BELIEVE THAT WESTERN'S HOSTILE BID IS NOT ACHIEVABLE
-A hostile takeover has never succeeded in the utility
industry. And we're not the only ones who think they make
no sense. This is what Western's Chief Executive Officer,
John E. Hayes, Jr., said in his testimony under oath before
the Kansas Corporation Commission on April 12, 1991;
"Hostile bids in an industry like this just don't have any
place in my mind. It is very difficult to work so closely
together to deliver a product or a service in common to the
public and meet public interest tests with with, [sic]
hostility in, in that process. It is not in the public
interest, in my opinion." HOSTILE TAKEOVERS OF PUBLIC
UTILITIES JUST DO NOT MAKE SENSE!
-In its preliminary prospectus, Western acknowledges that
satisfaction of its condition relating to the Missouri
business combination anti-takeover law may well require
prior KCPL Board approval. And yet Western knows that on
April 21, 1996, KCPL'S BOARD REJECTED WESTERN'S PROPOSED
MERGER TRANSACTION.
3. WE BELIEVE THAT A WESTERN/KCPL COMBINATION IS NOT STRATEGIC
-A combined KCPL/Western would own 94% of the Wolf Creek
nuclear plant. THIS HIGH CONCENTRATION OF CAPITAL IN A
SINGLE ASSET IS NOT STRATEGIC.
-A transaction with UtiliCorp, which serves customers in
eight states and four countries abroad, provides geographic,
regulatory and climatic diversity. Contrast this to a
combination of KCPL and Western's contiguous territories,
which would result in excessive concentration in one market
with similar weather patterns. CONCENTRATED MARKET EXPOSURE
IS NOT STRATEGIC.
[KCPL logo]
VOTE FOR THE KCPL/UTILICORP MERGER ON THE WHITE PROXY CARD
THE KCPL/UTILICORP MERGER
IT'S CREDIBLE -- IT'S ACHIEVABLE -- IT'S STRATEGIC
If you have any questions and need assistance in completing the
WHITE proxy card, please call our proxy solicitor, D. F. KING &
CO., INC., toll free, at 1-800-714-3312.
(end of ad)