SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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Filed by a Party other than the Registrant /X/
Check the appropriate box:
/ / Preliminary Proxy Statement
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/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or
or Rule 14a-12
KANSAS CITY POWER AND LIGHT COMPANY
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(Name of Registrant as Specified In Its Charter)
WESTERN RESOURCES, INC.
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(Name of Person(s) Filing Proxy Statement)
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The following press release / employee update was issued on July 30, 1996:
HAYES ISSUES LETTER TO JENNINGS,
CORRECTS KCPL MISLEADING STATEMENTS
TOPEKA, Kansas, July 30, 1996 -- John E. Hayes, Jr., Western Resources
chairman of the board and chief executive officer, today sent correspondence
to Drue Jennings, Kansas City Power & Light Company (KCPL) chairman of the
board, president, and chief executive officer, addressing what Western
Resources views as misleading statements in KCPL advertisements and shareowner
mailings.
In his correspondence, Hayes corrects significant errors in KCPL's
statements about a compensation package for Jennings, relative total returns
to shareowners, and projected Western Resources earnings.
"Correcting inaccurate statements benefits all who have an interest in
this transaction and are seeking the better value for their investment," said
Hayes. "We firmly believe our offer of $31* per share, with a dividend
increase up to 27 percent, compared with the announced UtiliCorp
recommendation of a $1.85 annual dividend rate*, is real and viable. I urge
you (Jennings) not to be among the last to realize it."
Attached is a copy of the correspondence sent today to Jennings. In
addition, attached are charts depicting total return for shareowners and a
regional utility compensation comparison.
Western Resources (NYSE: WR) is a diversified energy company. Its
utilities, KPL and KGE, operating in Kansas and Oklahoma, provide natural gas
service to approximately 650,000 customers and electric service to
approximately 600,000 customers. Through its subsidiaries, Westar Energy
Westar Security, Westar Capital, and The Wing Group, energy-related products
and services are developed and marketed in the continental U.S., and offshore.
For more information about Western Resources and its operating companies,
visit us on the Internet at http://www.wstnres.com.
This news release / employee update and attached materials are neither
an offer to exchange nor a solicitation of an offer to exchange shares of
common stock of KCPL. Such offer is made solely by the Prospectus dated July
3, 1996, and the related Letter of Transmittal, and is not being made to, nor
will tenders be accepted from or on behalf of, holders of shares of common
stock of KCPL in any jurisdiction in which the making of such offer or the
acceptance thereof would not be in compliance with the laws of such
jurisdiction. In any jurisdictions where securities, blue sky or other laws
require such offer to be made by a licensed broker or dealer, such offer shall
be deemed to be made on behalf of Western Resources, Inc. by Salomon Brothers
Inc or one or more registered brokers or dealers licensed under the laws of
such jurisdiction.
*Dividend per KCPL share is based upon Western Resources' projected
post-merger 1998 annual dividend rate of $2.14 per share of Western Resources
common stock and the exchange ratio in Western Resources' offer. Price per
KCPL share (payable in Western Resources common stock) assumes that Western
Resources' average share price is between $28.18 and $33.23 at the time of
closing.
Attachment to the July 30, 1996 press release and John E. Hayes' letter dated
July 31, 1996 to KCPL shareowners:
The following letter was sent to Drue Jennings, KCPL chairman of the board,
president, and chief executive officer and KCPL shareowners:
July 30, 1996
John E. Hayes, Jr.
Chairman of the Board
and Chief Executive Officer
Dear Drue:
In these last remaining days before your shareowners vote, I want to
make sure you are fully aware of the significant events of the past few days.
These events are not only significant to Western Resources, but they also are
significant to you because you have constantly referred to them in your ad
campaign.
In your mailings to shareowners and in your newspaper ads, you developed
a formula through which you purport to show that our projected earnings would
be in jeopardy from rate reductions. As you know, we now have settled our
issues with the Kansas Corporation Commission staff and your mailings and ads
are flatly wrong. You owe it to your shareowners to correct the record.
You should tell your shareowners that the KCC settlement will have no
impact on our previously reported post-merger earnings projections or our
ability to pay our projected dividends. None.
As for your old song about our merger savings, I can only point out that
we've done major mergers before, and you have not. Our advisor, Deloitte &
Touche Consulting Group, has provided synergies advice in most of the recent
utility mergers. Working together, we have a track record of producing
accurate savings projections.
In 1990, we forecasted that by 1996, savings from the KPL/KGE merger
would reach $39.5 million. The KCC staff has agreed that in 1996, we have
achieved $40 million per year in savings. And, they have agreed that one-third
of the savings will be passed on to customers, with the remaining two-thirds
being retained by the company.
While you work to correct this information, you also should correct the
line in another ad that stated that I offered you (in my letter last April)
the same salary package as in your UtiliCorp merger. As you know, Drue, that
is simply untrue.
In your merger agreement with UtiliCorp, there is a formula for
determining your compensation that pegs it to the highest compensation in the
merged company. It was this formula I agreed to adopt. In a merger with
Western Resources, your compensation would be pegged to what I receive. As you
know, when you calculate my compensation package, which is much smaller than
Rick Green's, the end result for you would be a compensation level with very
little difference from your current earnings. Please tell your shareowners the
true story.
Your most recent ad showing our respective relative total returns seems
to me to be clearly manipulative. You've used comparisons of two-year periods
and eight-year periods. However, when we use the industry standards of
one-year periods and five-year periods, the results are reversed. But, the key
message here is we are both good companies.
The relevant comparison for your shareowners is how Western Resources
compares with UtiliCorp. As you know, the poorer UtiliCorp record does not
appear to be one that should be recommended to a KCPL investor.
Finally, Drue, I would urge you to consider:
. . . an overwhelming number of independent industry analysts see our
offer as superior to a UtiliCorp combination;
. . . the marketplace has not reduced the value of our offer, in spite
of your misleading attacks on us;
. . . our second-quarter results showed significant growth in areas that
can supply recurring growth and revenue, as opposed to UtiliCorp's numbers,
which reflected much one-time-only income;
. . . your own labor unions, which you touted in support ads a few
weeks ago, now have withdrawn their support for the UtiliCorp combination.
All these developments should make it clear that the Western
Resources/KCPL combination is the superior one. We firmly believe our offer of
$31 per share, with a dividend increase up to 27 percent compared with the
announced UtiliCorp recommendation, is real and viable.* I urge you not to be
among the last to realize it.
Sincerely,
/s/
John E. Hayes, Jr.
*Dividend per KCPL share is based upon Western Resources' projected
post-merger 1998 annual dividend rate of $2.14 per share of Western Resources
common stock and the exchange ratio in Western Resources' offer. Price per
KCPL share (payable in Western Resources common stock) assumes that Western
Resources' average share price is between $28.18 and $33.23 at the time of
closing.
Attachment to the July 30, 1996 press release:
The following bar graph was issued with the press release / employee update on
July 30, 1996:
WESTERN RESOURCES,
KCPL AND UTILICORP
TOTAL RETURN FOR SHAREOWNERS
The Securities and Exchange Commission requires public companies to disclose
their trailing five-year performance. KCPL has chosen to present its returns
over and uncommon two-year period and a so-called "8-year" period(1).
We believe this is an effort to mislead and confuse KCPL shareowners.
The fact is that Western Resources has outperformed both UtiliCorp and KCPL in
terms of total returns for its shareowners in both the short term (one year)
and the long term (five years).
Bar Graph
Cumulative Total Return(2) for the year ending December 31, 1995
Western Resources - 24 percent
Kansas City Power & Light - 22 percent
UtiliCorp - 18 percent
Bar Graph
Cumualtive Total Return(2) for the five years ending December 31, 1995
Western Resources - 121 percent
Kansas City Power & Light - 107 percent
UtiliCorp - 94 percent
The important comparison is not a strong Western Resources vs. a strong KCPL
but rather a strong Western Resources vs. what we believe is a financially
weak UtiliCorp. Which merger makes sense? Look at the record and decide for
yourself. We think it's common sense.
Please vote the GOLD proxy card today.
Thank you for your support.
(1) Although KCPL disclosed its five-year cumulative total return in
connection with the 1996 Annual Meeting, it has not chosen to do so in its
recent communications to shareowners.
(2) Cumulative total return is measured by stock price appreciation, assuming
reinvestment of dividends.
Attachment to the July 30, 1996 press release:
The following CEO salary comparison table was issued with the press release /
employee update on July 30, 1996:
CEO SALARY COMPARISON - REGIONAL UTILITIES
CEO
Electric, Gas & Year Annual CEO
Combination Co. CEO Ended Compensation Long Term
Kansas City Power A. Drue
& Light Company Jennings 1995 $535,062 $ 38,638
UtiliCorp United Richard C.
Green, Jr. 1995 548,730 880,027
Western Resources, Inc. John E.
Hayes, Jr. 1995 569,236 44,169
Regional Utility Average $588,870 $134,629
CEO SALARY COMPARISON - REGIONAL UTILITIES (continued)
CEO Total
Electric, Gas & Year Total CEO Compensation
Combination Co. CEO Ended Compensation Customers Per Customer
Kansas City Power A. Drue
& Light Company Jennings 1995 $ 573,700 430,000 1.33
(proposed Maxim) 1997 up to 1,670,000
UtiliCorp United Richard C.
Green, Jr. 1995 1,428,757 1,200,000 1.191
(proposed Maxim) 1997 up to 1,670,000
Western Resources, Inc. John E.
Hayes, Jr. 1995 613,405 1,248,807 0.491
Regional Utility Average $ 723,499 1,014,861 0.713
Companies included in the regional average are: Central & South West
Corporation, Cilcorp Inc., IES Industries (Iowa Southern Inc.) Illinova
(Illinois Power), Interstate Power-Iowa, Kansas City Power & Light Company,
LaClede Gas Company, MidAmerican Energy (Iowa Illinois G&E), Northern States
Power Company, Oklahoma Gas & Electric, Public Service Company of Colorado,
Union Electirc Company, UtiliCorp United and Western Resources, Inc.
Source: 1996 Proxy Statements
This news release / employee update and attached materials are neither
an offer to exchange nor a solicitation of an offer to exchange shares of
common stock of KCPL. Such offer is made solely by the Prospectus dated July
3, 1996, and the related Letter of Transmittal, and is not being made to, nor
will tenders be accepted from or on behalf of, holders of shares of common
stock of KCPL in any jurisdiction in which the making of such offer or the
acceptance thereof would not be in compliance with the laws of such
jurisdiction. In any jurisdictions where securities, blue sky or other laws
require such offer to be made by a licensed broker or dealer, such offer shall
be deemed to be made on behalf of Western Resources, Inc. by Salomon Brothers
Inc or one or more registered brokers or dealers licensed under the laws of
such jurisdiction.
The following advertisement will be used in newspapers:
ATTENTION KCPL SHAREOWNERS
KCPL EMPLOYEES
WITHDRAW SUPPORT
FOR UTILICORP
MERGER.
LATE-BREAKING NEWS LATE-BREAKING NEWS LATE BREAKING NEWS
On July 26, 1996, after previously having endorsed the UtiliCorp merger, the
International Brotherhood of Electrical Workers Local 1613, announced that the
three IBEW locals representing KCPL workers had officially withdrawn their
support for the UtiliCorp merger.
Western Resources has been keeping promises for 72 years. Here's what another
IBEW Business Manager said about the merger of KGE and KPL in 1992.
"I believe that promise (no layoffs) is something the people at KCPL can count
on. When KGE and KPL merged in 1992 the company promised no layoffs and kept
its promise."
Emil Nobile
Business Manager of Electrical Workers (IBEW) Local 1523
WESTERN RESOURCES' OFFER IS THE STRONGER OF THE TWO OFFERS.
The merger of Western Resources and KCPL creates the stronger company for the
benefit of shareowners, employees and customers.
WESTERN RESOURCES' OFFER*
Dividend per KCPL share: $2.00 - $2.35
Price per KCPL share: $31.00
We believe when KCPL's excuses are stripped away, all that's left is KCPL
executives' desire for the big bonuses UtiliCorp's proposal is offering them.
THE CHOICE IS CLEAR. CHOOSE WESTERN RESOURCES. MAKE YOUR LAST VOTE COUNT.
Vote AGAINST the Proposed Merger with UtiliCorp on the GOLD Proxy Card.
Western Resources
[Logo]
IF YOU HAVE ANY QUESTIONS ON OUR OFFER, CALL GEORGESON & COMPANY, ASSISTING US
AT 1-800-223-2064, OR ACCESS OUR WEB SITE AT http://www.wstnres.com.
*Dividend per KCPL share is based upon Western Resources' projected post-
merger 1998 annual dividend rate of $2.14 per share of Wester Resources common
stock and the exchange ratio in Western Resources' offer. Price per KCPL
share (payable in Western Resources common stock) assumes that Western
Resources' average share price is between $28.18 and $33.23 at the time of
closing.
This advertisement is neither an offer to exchange not a solicitation of an
offer to exchange shares of common stock of KCPL. Such offer is made solely
by the Prospectus dated July 3, 1996, and the related Letter of Transmittal,
and is not being made to, nor will tenders be accepted from or on behalf of,
holders of shares of common stock of KCPL in any jurisdiction in which the
making of such offer or the acceptance thereof would not be in compliance with
the laws of such jurisdiction. In any jurisdictions where securities, blue
sky or other laws require such offer to be made by a licensed broker or
dealer, such offer shall be deemed to be made on behalf of Western Resources,
Inc. By Salomon Brothers Inc or one or more registered brokers or dealers
licensed under the laws of such jurisdiction.
The following letter was sent to KCPL shareowners on July 31, 1996:
John E. Hayes, Jr.
Chairman of the Board
and Chief Executive Officer
July 31, 1996
Dear KCPL Shareowner:
Attached is correspondence sent yesterday to Mr. Drue Jennings, KCPL
chairman of the board, president, and chief executive officer, that addresses
what we view as misleading statements made by KCPL and UtiliCorp in newspaper
advertisements and in shareowner mailings.
We believed it necessary to set the record straight and thought you
would be interested in the corrections we discuss in this letter.
We encourage you to vote AGAINST the proposed UtiliCorp/KCPL merger by
signing, dating, and returning the enclosed GOLD proxy card today.
Sincerely,
/s/ John E. Hayes, Jr.
IMPORTANT
If you have any questions or need assistance in last-minute voting of
your shares, please contact Georgeson & Company Inc. At 1-800-223-2064.
If you oppose the UtiliCorp transaction you must return a proxy voting
AGAINST for your views to be represented. A FAILURE TO VOTE COULD RESULT IN
APPROVAL OF WHAT WE BELIEVE IS AN INFERIOR TRANSACTION WITH UTILICORP. Please
return the GOLD proxy today AGAINST the UtiliCorp transaction.
KCPL shareowners are being sent information on voting by toll-free
proxygram. If you have questions about this procedure, please contact
Georgeson at the above telephone number.
This letter (and the enclosed materials) is neither an offer to exchange
nor a solicitation of an offer to exchange shares of common stock of KCPL.
Such offer is made solely by the Prospectus dated July 3, 1996, and the
related Letter of Transmittal, and is not being made to, nor will tenders be
accepted from or on behalf of, holders of shares of common stock of KCPL in
any jurisdiction in which the making of such offer or the acceptance thereof
would not be in compliance with the laws of such jurisdiction. In any
jurisdictions where securities, blue sky or other laws require such offer to
be made by a licensed broker or dealer, such offer shall be deemed to be made
on behalf of Western Resources, Inc. By Salomon Brothers Inc or one or more
registered brokers or dealers licensed under the laws of such jurisdiction.
The following advertisement will be used in newspapers:
ATTENTION KCPL SHAREHOLDERS
WE KNOW KCPL AND
WESTERN RESOURCES
CAN CREATE VALUE...
IT'S UTILICORP YOU
NEED TO WORRY ABOUT.
CUMULATIVE TOTAL RETURN FOR SHAREOWNERS 1991-1995
BAR GRAPH
KCPL 107% Western Resources 121% UtiliCorp 94%
WESTERN RESOURCES OFFER*
Dividend per KCPL share: $2.00 - $2.35
Price per KCPL share: $31.00
We believe the only "value" the UtiliCorp/KCPL merger proposal creates is big
bonuses to KCPL executives.
NO MORE EXCUSES. THE CHOICE IS CLEAR. CHOOSE VALUE. CHOOSE WESTERN
RESOURCES.
Vote AGAINST the Proposed Merger with UtiliCorp on the GOLD Proxy Card.
Western Resources
[Logo]
IF YOU HAVE ANY QUESTIONS ON OUR OFFER, CALL GEORGESON & COMPANY, ASSISTING US
AT 1-800-223-2064, OR ACCESS OUR WEB SITE AT http://www.wstnres.com.
*Dividend per KCPL share is based upon Western Resources' projected post-
merger 1998 annual dividend rate of $2.14 per share of Western Resources
common stock and the exchange ratio in Western Resources' offer. Price per
KCPL share (payable in Western Resources common stock) assumes that Western
Resources' average share price is between $28.18 and $33.23 at the time of
closing.
This advertisement is neither an offer to exchange nor a solicitation of an
offer to exchange shares of common stock of KCPL. Such offer is made solely
by the Prospectus dated July 3, 1996, and the related Letter of Transmittal,
and is not being made to, nor will tenders be accepted from or on behalf of,
holders of shares of common stock of KCPL in any jurisdiction in which the
making of such offer or the acceptance thereof would not be in compliance with
the laws of such jurisdiction. In any jurisdictions where securities, blue
sky or other laws require such offer to be made by a licensed broker or
dealer, such offer shall be deemed to be made on behalf of Western Resources,
Inc. By Salomon Brothers Inc or one or more registered brokers or dealers
licensed under the laws of such jurisdiction.
The following press release / employee update was issued on July 31, 1996:
ISS RECOMMENDS VOTE AGAINST
UTILICORP/KCPL PROPOSAL FOR SECOND, CONSECUTIVE TIME
TELLS ITS MEMBERSHIP THAT WESTERN RESOURCES' OFFER
REMAINS SUPERIOR IN TERMS OF PRICE, DIVIDEND, AND FINANCIAL STRENGTH
TOPEKA, Kansas, July 31, 1996 -- Institutional Shareholder
Services (ISS), one of the most widely followed independent
organizations specializing in proxy analysis, late yesterday
recommended a vote AGAINST the proposed merger of UtiliCorp (UCU) and
Kansas City Power & Light Company (KCPL).
"At this time, Western's deal is superior," said ISS in its report.
"(KCPL) shareholders are being asked to approve the KCPL/UCU
transaction despite the fact that there is an offer on the table from
a larger, financially stronger company that is worth approximately 20
percent more.
"In a previous analysis (May 15, 1996), we reviewed the KCPL/UCU
merger agreement and the Western offer and concluded that shareholders
should send a message to the KCPL board that their interests would
best be served by abandoning its stance against dealing with Western
and negotiating the best possible offer.
"Based on further meetings with management of both companies, we
maintain that little has changed since the initial solicitation prior
to the postponed special meeting . . . While the terms of the
respective offers have changed, Western's offer to merge with KCPL
again remains superior in terms of price, dividend, and the financial
strength of the combined companies. With a clearly superior offer on
the table, we believe it is incumbent upon the KCPL board to work with
Western toward a deal that will best benefit its shareholders.
"Our recommendation is grounded in the belief that it is the duty
of the board to maximize value for KCPL shareholders and to fairly
consider all offers, including those that are unsolicited."
Among other items in the report, ISS told its membership:
* Western's offer represents a 30 percent premium to the KCPL common
stock price on the last trading day prior to the Western offer (April
12, 1996). The current value of the UtiliCorp/KCPL merger for KCPL
stockholders is 11.8 percent above its closing price on the same date.
The range of potential dividends proposed by Western ranges from eight
to 27 percent higher than the proposed KCPL/UCU dividend, depending on
the actual exchange ratio. The current exchange ratio, and hence the
$31 Western offer, appears to be relatively stable.*
* KCPL continues to argue that the Western cost savings estimate of
about $1 billion are . . . (based on) faulty assumptions. From a
logical standpoint, that seems highly unlikely, given that a
combination with Western creates a company nearly twice the size of a
merger of KCPL and UCU.
* Western offers KCPL a much stronger partner financially, one that
should be able to deliver on its promise of higher dividends. Western
has increased dividends each year for the past 20 years and has an
uninterrupted dividend payment history of 71 years.
* While a combined KCPL/UCU can claim more far-flung international
enterprises, Western offers a stronger core business. Both companies
(Western and UCU) are in the process of building nationally branded
power products.
"We are extremely gratified with the ISS recommendation to KCPL
institutional shareowners to vote AGAINST the UtiliCorp/KCPL
proposal," said John E. Hayes, Jr., Western Resources chairman of the
board and chief executive officer. "Once again, respected individuals
and groups following the developments of this transaction are
validating our beliefs that our offer provides the better value for
all involved."
Western Resources (NYSE: WR) is a diversified energy company. Its
utilities, KPL and KGE, operating in Kansas and Oklahoma, provide
natural gas service to approximately 650,000 customers and electric
service to approximately 600,000 customers. Through its subsidiaries,
Westar Energy, Westar Security, Westar Capital, and The Wing Group,
energy-related products and services are developed and marketed in the
continental U.S., and offshore. For more information about Western
Resources and its operating companies, visit us on the Internet at
http://www.wstnres.com.
This news release is neither an offer to exchange nor a
solicitation of an offer to exchange shares of common stock of KCPL.
Such offer is made solely by the Prospectus dated July 3, 1996, and
the related Letter of Transmittal, and is not being made to, nor will
tenders be accepted from or on behalf of, holders of shares of common
stock of KCPL in any jurisdiction in which the making of such offer or
the acceptance thereof would not be in compliance with the laws of
such jurisdiction. In any jurisdictions where securities, blue sky or
other laws require such offer to be made by a licensed broker or
dealer, such offer shall be deemed to be made on behalf of Western
Resources, Inc. by Salomon Brothers Inc or one or more registered
brokers or dealers licensed under the laws of such jurisdiction.
*Dividend per KCPL share is based upon Western Resources' projected
post-merger 1998 annual dividend rate of $2.14 per share of Western
Resources common stock and the exchange ratio in Western Resources'
offer. Price per KCPL share (payable in Western Resources common
stock) assumes that Western Resources' average share price is between
$28.18 and $33.23 at the time of closing.
The following postcard was sent to brokers on July 31, 1996:
Page 1 (front of postcard)
Western Resources' offer is the stronger of the two offers.
Vote AGAINST the UCU/KCPL proposal on the GOLD proxy card.
FIRST CLASS
U.S. POSTAGE
PAID
TOPEKA, KS
Permit No. 499
Page 2 (back of postcard)
The merger of Western Resources and KCPL creates the stronger company for the
benefit of shareowners, employees, and customers.
+A Western Resources/KCPL merger offers the best value to KCPL shareholders*
-$31.00 per share with a protective collar mechanism vs. the value of the
UtiliCorp proposal which can fluctuate each day with the market
-Up to a 45% increase in dividends as compared to KCPL's current dividend
rate of $1.56, and up to a 27% increase in dividends as compared to the
"recommended" dividend of $1.85 stated in the UtiliCorp proposal
+Western Resources has a proven track record
-WR has returned 50% greater value (price appreciation plus dividends) to
its shareowners since 1992 than UtiliCorp over the same period
-WR has paid dividends every year since 1924 and has increased them every
year for the last 20 years
-Mergers with Gas Service and KGE are successful with savings attained and
companies fully integrated
+Recently settled, in our favor, a regulatory package with the Kansas
Corporation Commission (KCC) staff which will not reduce our previously
reported projections of post-merger earnings or our ability to pay
projected dividends
-KCC staff also verified that projected savings for the 1992 merger with
KGE are on target
+WR can get a KCPL merger transaction done and without undue delay
-Filed merger plans with Kansas and Missouri public service commissions on
7/29 that call for close of merger in 1997
-WR's offer requires fewer regulatory approvals -- two states (Kansas &
Missouri), FERC, Hart-Scott-Rodino, and the NRC. A deal with UtiliCorp
needs approvals from the FERC, Hart-Scott-Rodino, NRC, seven states and
three foreign countries. KCC has suspended the UtiliCorp/KCPL hearing
schedule
+We believe when KCPL's excuses are stripped away, all that's left is KCPL
executives' desire for the millions of dollars of higher compensation and
big bonuses UtiliCorp's proposal is offering them
-On July 26, 1996, after previously having endorsed the UtiliCorp merger,
the International Brotherhood of Electrical Workers Local 1613, announced
that the three IBEW locals representing KCPL workers had officially
withdrawn their support for the UtiliCorp merger
IF YOU HAVE ANY QUESTIONS ON OUR OFFER, CALL OUR DIRECTOR OF
INVESTOR RELATIONS AT 913/575-8226
* Dividend per KCPL share is based upon Western Resources' post-merger 1998
annual dividend rate of $2.14 per share of Western Resources common stock and
the exchange ratio in Western Resources' offer. Price per KCPL share (payable
in Western Resources common stock) assumes that Western Resources' average
share price is between $28.18 and $33.23 at the time of closing.
This postcard is neither an offer to exchange nor a solicitation of an offer
to exchange shares of common stock of KCPL. Such offer is made solely by the
Prospectus dated July 3, 1996, and the related Letter of Transmittal, and is
not being made to, nor will tenders be accepted from or on behalf of, holders
of shares of common stock of KCPL in any jurisdiction in which the making of
such offer or the acceptance thereof would not be in compliance with the laws
of such jurisdiction. In any jurisdiction where securities, blue sky or other
laws require such offer to be made by a licensed broker or dealer, such offer
shall be deemed to be made on behalf of Western Resources, Inc. by Salomon
Brothers Inc or one or more registered brokers or dealers licensed under the
laws of such jurisdiction.
The following letter was sent to David Anderson of United Missouri Bank, N.A.
on July 30, 1996 from John K. Rosenberg, Executive Vice President and General
Counsel of Western Resources:
July 30, 1996
David Anderson
UMB Bank, N.A.
P.O. Box 419692
Kansas City, Missouri 64141-6692
Dear Mr. Anderson:
We understand that, in connection with the special meeting of Kansas
City Power & Light Company ("KCPL") shareholders to be held on August 7, 1996
with respect to the proposed issuance of shares of KCPL common stock pursuant
to the Merger Agreement with UtiliCorp United Inc., you, as trustee for the
KCPL 401(k) plan (the "Plan"), intend to vote all uninstructed shares under
the Plan in your sole discretion in accordance with your fiduciary duties as
trustee. We believe that such approach is consistent with the Employee
Retirement Income Security Act of 1974 ("ERISA") and the pronouncements of and
positions taken by the Department of Labor.
As you know, Western Resources, Inc. has made an offer to exchange $31
in Western Resources common stock for each KCPL share. This represents a
30% premium over KCPL's closing price on April 12, 1996 (the last trading day
before the public announcement of Western Resources' original offer) and a 18%
premium over KCPL's closing price on July 29, 1996 (the last trading day
before the date of this letter). Moreover, a Western Resources/KCPL
combination is projected to provide an annual dividend of between $2.00 and
$2.35 for each KCPL share.* This dividend rate is significantly higher than
the $1.85 annual dividend rate "recommended" under the proposed UtiliCorp/KCPL
transaction.
In addition, nearly all independent industry analysts have praised the
Western Resources' offer as superior to UtiliCorp's. Here is what some have
said:
"Western Resources has a proven track record of
successfully working through utility mergers in the
recent past in a way that creates shareholder value
and benefits for ratepayers. Because of this, we have
a great deal of confidence that the management can
accomplish similar success in a merger with KLT."
Barry M. Abramson, CFA, Prudential Securities,
July 25, 1996.
"UCU's recent acquisitions have diluted shareholder
value. Given the lower rate of return on these
incremental investment, ... a dividend reduction may
be more likely under UCU-KLT combination in our view
than under a WR-KLT combination." (Emphasis added.)
John Edwards, Redwood Securities Group, Inc., July 25,
2996.
In fact, according to recent UtiliCorp Annual Reports, it has had no
growth in earnings per share over the last ten years (pg. 57, 1995 report),
has written off $120 million in bad investments (pg. 45 & 46, 1995 report; pg.
46, 1994 report), and earned less than 3% on its $1.8 billion non-regulated
investments (pg. 54, 1995 report). It also substantially underperformed the
comparative indexes over the latest five years (pg. 10, 1995 report).
I would also like to bring to your attention that on July 25, 1996
Western Resources reached an agreement with the staff of the Kansas
Corporation Commission for rate adjustments in its service area. This
agreement confirms Western Resources' previously reported projections of post-
merger earnings. These rate adjustments are offset by lower than proposed
depreciation charges relating to Wolf Creek, so there will be no reduction in
earnings per share from those projected for the merger. As one of the most
respected utility analysts said about this development:
"The settlement also effectively takes the wind out of Kansas City
Power & Light's sails in its labored attempt to stave off WR's
advances. We regard this settlement as one more example of WR's
ability to make good on its promises. We believe KCPL
shareholders have only one clear choice, and that is to vote
against the proposed KCPL/ UtiliCorp United merger and to tender
their shares to WR." (Emphasis added.) Edward Tirello, NatWest
Markets, July 26, 2996.
In connection with your voting of uninstructed shares, we wish to remind
you that under ERISA as a plan fiduciary you are required to manage plan
investments prudently and solely in the economic interests of plan
participants and beneficiaries, in their capacity as participants and
beneficiaries of the plan. Your analysis in voting upon the issuance of KCPL
shares in connection with the proposed transaction with UtiliCorp should not,
therefore, be based upon factors other than such economic considerations.
We believe that the Western Resources offer is clearly financially
superior to the proposed transaction with UtiliCorp and that the proposed
merger with UtiliCorp is not in the best economic interests of Plan
participants and beneficiaries. Accordingly, we strongly urge you to exercise
your fiduciary duties by voting "AGAINST" the proposed issuance of KCPL
shares.
If you have any questions or need additional information, please do not
hesitate to contact me at (913) 575-6401.
Very truly yours,
/s/ John K. Rosenberg
John K. Rosenberg
Executive Vice President
and General Counsel
cc: Mark Herman
(United Missouri Bank, n.a.)
