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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 / /
Filed by a Party other than the Registrant /X/
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/X/ 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)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
/ / $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:*
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4) Proposed maximum aggregate value of transaction:
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Set forth the amount on which the filing fee is calculated and state how it
was determined.
/ / 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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/x/ Filing fee paid with preliminary filing.
OUR OFFER MEANS
MORE MONEY FOR
KCPL SHAREHOLDERS.
24%
MORE
Western Resources' merger offer to KCPL pays shareholders a 24%* increase in
dividend, and delivers a 17%** premium over market value.
The bottom line:
Western Resources' offer is better for KCPL shareholders.
Western Resources
*Based upon closing stock prices April 30, 1996, and Western Resources'
current annual dividend of $2.06 per share. **Based upon closing stock prices
April 12, 1996, the last trading date prior to the public announcement of
Western Resources' offer.
SHARES OF KANSAS CITY POWER & LIGHT COMPANY ("KCPL")
COMMON STOCK HELD BY WESTERN RESOURCES, INC. ("WESTERN RESOURCES"), ITS
DIRECTORS AND EXECUTIVE OFFICERS AND CERTAIN EMPLOYEES, OTHER
REPRESENTATIVES OF WESTERN RESOURCES AND CERTAIN OTHER PERSONS WHO MAY SOLICIT
PROXIES, AND CERTAIN TRANSACTIONS BETWEEN ANY OF THEM AND KCPL
Western Resources may solicit proxies against the KCPL/UtiliCorp
United Inc. merger. The participants in this solicitation may include
Western Resources, the directors of Western Resources (Frank J.
Becker, Gene A. Budig, C.Q. Chandler, Thomas R. Clevenger, John C.
Dicus, John E. Hayes, Jr., David H. Hughes, Russell W. Meyer, Jr.,
John H. Robinson, Louis W. Smith, Susan M. Stanton, Kenneth J. Wagnon
and David C. Wittig), and the following executive officers and
employees of Western Resources or its subsidiaries: Steven L. Kitchen
(E.V.P. and C.F.O.), Carl M. Koupal, Jr. (E.V.P. and CAO), John K.
Rosenberg (E.V.P. and G.C.), Jerry D. Courington (Controller), James
T. Clark (V.P.), William G. Eliason (V.P.), Thomas L. Grennan (V.P.),
Richard M. Haden (E.V.P.), Norman E. Jackson (E.V.P.), James A. Martin
(V.P.), Hans E. Mertens (V.P.), Carl A. Ricketts (V.P.), David E. Roth
(V.P.), Mark A. Ruelle (V.P.), Edward H. Schaub (V.P.), Thomas E. Shea
(Treasurer), Richard D. Terrill (Secretary), William B. Moore
(President, KGE), Steven A. Millstein (President, Westar Consumer),
Rita A. Sharpe (V.P., Westar Business), Kenneth T. Wymore (President,
Westar Business), C. Bob Cline (President, Westar Capital), Fred M.
Bryan (President, KPL), Roderick S. Donovan (V.P., Westar Gas
Marketing), Catherine A. Forbes, Hal L. Jensen, Lisa A. Walsh, Donald
W. Bartling, Michael L. Faler, Clyde R. Hill, Leroy P. Wages, David R.
Phelps, Wayne Kitchen, Glen A. Scott, Jr., Kelly B. Harrison, Marcus
J. Ramirez, Anita J. Hunt, Ira W. McKee, Jr., Michael D. Clark
(Controller, Westar Business), Douglas J. Henry, Annette M. Beck, C.W.
Underkofler, Carol E. Deason, James N. Wishart, Gregory M. Wright,
Richard D. Kready, Michel' J. Philipp, Greg A. Greenwood, Carolyn A.
Starkey, Bruce A. Akin, James J. Ludwig, Bruce R. Burns, Kelly D.
Foley, Robin D. Brown, Rechell L. Smith, Shari L. Gentry, Gay V.
Crawford, Susan K. Reese, Don W. Whitlock, Denise A Schumaker, Duane
D. Goertz, Robert J. Knott, Judith A. Wilt and Lori A. Finney.
As of April 19, 1996, Western Resources had no security holdings in
KCPL. Robert L. Rives, a person who will solicit proxies, is the
beneficial owner of 500 shares of common stock, no par value, of KCPL
(the "KCPL Common Stock"). Western Resources director Susan M.
Stanton serves as co-trustee of two trusts, which beneficially own
7,900 shares of KCPL Common Stock. No trading activity has occurred
with respect to any of such stock during the last two years. Western
Resources director C.Q. Chandler is Chairman of the board of directors
of INTRUST Financial Corporation. INTRUST Bank, a subsidiary of
INTRUST Financial Corporation, holds in ten trust accounts an
aggregate of 5,468 shares of KCPL Common Stock. Wayne Kitchen is the
beneficial owner of 400 shares of KCPL Common Stock.
Other than as set forth, herein, as of the date of this news
release, neither Western Resources nor any of its directors, executive
officers or other representatives or employees of Western Resources,
or other persons known to Western Resources, who may solicit proxies
has any security holdings in KCPL. Western Resources disclaims
beneficial ownership of any securities of KCPL held by any pension
plan of Western Resources or by any affiliate of Western Resources.
Although Salomon Brothers Inc, financial advisors to Western
Resources, do not admit that they or any of their directors, officers,
employees or affiliates are a "participant," as defined in Schedule
14A promulgated under the Securities Exchange Act of 1934 by the
Securities and Exchange Commission, or that such Schedule 14A requires
the disclosure of certain information concerning Salomon Brothers Inc,
Gregg S. Polle (Managing Director), Arthur H. Tildesley, Jr.
(Director), Terence G. Kawaja (Vice President) and Anthony R.
Whittemore (Associate), in each case of Salomon Brothers Inc, may
assist Western Resources in such a solicitation. Salomon Brothers Inc
engages in a full range of investment banking, securities trading,
market-making and brokerage services for institutional and individual
clients. In the normal course of their business, Salomon Brothers Inc
may trade securities of KCPL for their own account and the account of
their customers and, accordingly, may at any time hold a long or short
position in such securities. As of April 19, 1996, Salomon Brothers
Inc did not hold any securities of KCPL.
Except as disclosed above, to the knowledge of Western Resources,
none of Western Resources, the directors or executive officers of
Western Resources or the employees or other representatives of Western
Resources named above has any interest, direct or indirect, by
security holdings or otherwise, in KCPL.
A registration statement relating to the Western Resources
securities referred to in this news release has been filed with the
Securities and Exchange Commission but has not yet become effective.
Such securities may not be sold nor may offers to buy be accepted
prior to the time the registration statement becomes effective. This
news release shall not constitute an offer to sell or the solicitation
of an offer to buy nor shall there be any sale of these securities in
any state in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of
any such state.