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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
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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(4) Date Filed:
xxxx
[Advertisement ran on April 29, 1996]
[The following letter was reproduced as part of the ad]
IBEW
INTERNATIONAL BROTHERHOOD OF ELECTRICAL WORKERS
Monday, April 22, 1996
To the members of Locals 412, 1464, and 1613 regarding the
proposed merger:
We have had an opportunity to review information filed by Western
Resources with the Kansas Corporation Commission as well as
information supplied by KCPL. We have jointly come to a unified
stance regarding the Western Resources offer. Additionally we
offer a joint recommendation regarding the merger with UtiliCorp
and your proxy vote.
On Monday, April 22, all of us had a meeting at our respective
locations regarding this matter. These meetings have made one
thing very clear to the leadership of your respective local
unions. We believe that our best interest lies with the merger
of KCPL and UtiliCorp. To pursue a merger with Western Resources
would truly be like buying a "pig in the poke." At the last
minute Western Resources has made an offer that can not be
reconciled with reality and is obviously only an attempt to buy
time in order to get UtiliCorp out of the Picture. Their
prediction on savings can only come about by the loss of jobs.
We are talking layoffs, not attrition or retirement. Think about
it.
The leadership of our company has planned for many months the
merger of equals and not the hostile takeover by another company.
The plans they have made are being discussed with us and the
ability to accomplish this without loss of jobs has always been
in the forefront of our discussions. Can we trust them to
continue to work with us towards this end? We think the odds on
this bet are better than the alternative. We believe our new
company will rely heavily on the people they employ to achieve
the goals they are setting forth, and this is music to our ears.
As to the offer from Western Resources, in our eyes their claims
are unjustifiable with too many unknowns. In a filing with the
Kansas Corporation Commission, Western Resources reports 531 jobs
will be severed at the time of the merger. This comes just a
week after publicly stating there would be no layoffs. Western
Resources has stated that there would be a corporate headquarters
in Kansas City. This is similar to the promises that KPL made
five years ago to KGE. We understand at that time in Wichita KGE
had 500+ employees, today that number is less than 200. Claims
of higher stock price and higher dividends are also very suspect
and unsubstantiated. Western Resources move is an attempt at a
hostile takeover as opposed to a friendly merger.
We are asking you to give the same consideration to these
conclusions that we have. We are asking you to vote your proxy
"for" the merger of UtiliCorp and KCPL. Most importantly we are
asking you to take an active part in the development of our new
company. Read all the newsletters you can and come to your union
meetings. Together we will become a force in this movement and
strive to maintain the good jobs, benefits, and seniority rights
we have earned.
Meetings will be held at each location in the next week with
Union Leaders and Company Executives to answer your questions and
concerns.
/s/WALT LITTLE /s/GARY PHELPS
/s/ROBERT N. MADRIGAL /s/JAMES WHALEN
/s/NIGEL PECK /s/LINDA MATHEWS
[end of letter]
KCPL and UtiliCorp
Our unions are for our union
After reviewing all the facts, Locals 412, 1464 and 1613 of
the International Brotherhood of Electrical Workers have come to
the same conclusion we have. They've endorsed the proposed
merger of Kansas City Power & Light Company with UtiliCorp
United.
It just makes sense. Not just for the workers, but also for
the community and especially for the shareholders. The last
ditch effort of Western Resources to block this merger is a
desperate attempt to derail the formation of a strong competitor.
Western's hostile takeover attempt has been accompanied by a
host of empty promises. Promises that flat out defy reality and
are neither believable or achievable.
Western has made inflated savings claims. They've promised
dividend increases while their official SEC filings admit the
dividend may be substantially less than what they are promising
publicly. Don't believe the hype!
The new KCPL/UtiliCorp company will be a merger of two
committed partners. Compare that with a forced marriage of a
hostile raider and an unwilling victim. Which company would you
invest in for growth, success and increased shareholder value?
The answer is obvious.
Don't gamble on Western's self-serving "promises."
Vote YES to the KCPL/UtiliCorp merger on the WHITE proxy card.
[KCPL Logo]
XXXXX
[Advertisement ran April 29, 1996]
IT'S ABOUT CREDIBILITY
To Our Shareholders:
OUR FRIENDLY MERGER CREATES A STRONG, NEW COMPANY
... WESTERN IS TRYING TO BREAK IT UP
Clearly, Western Resources, Inc.'s hostile bid is not designed to
create a company, it's to break up what it sees as a
formidable, new competitor -- the company created through
the friendly merger of equals between Kansas City Power &
Light Company and UtiliCorp United Inc.
Think about it. To pay fair and equitable dividends -- and to
deliver enduring value to shareholders over the long term --
much more is needed than simply an illusory offer built upon
faulty assumptions. And Western Resources' "offer" has so
many conditions and hurdles attached to it that shareholders
have to wonder just how real it really is.
Ask Why is Western conditioning its ... which is
yourself: "offer" on at least 90% of KCPL unlikely to be
shares being tendered ... achieved in any
hostile situation?
Ask Are you willing to wait as long as ... who will have to
yourself: two years hoping to get Western approve a deal that
shares knowing that the payoff is appears to be
in the hands of Western's dilutive to them?
shareholders ...
Ask Are you at all confident that ... when it states,
yourself: Western will receive all in its own S-4 SEC
"necessary or desirable" filing, that there
governmental and regulatory can be no assurances
approvals ... that such approvals
can be obtained?
Ask Are you certain that this ... when Western
yourself: transaction is tax-free (which the admitted, in its S-4
KCPL/UtiliCorp merger would be) SEC filing, that the
... tax-exempt status of
the transaction "is
not free from
doubt"?
Ask Are you certain that Missouri's ... when KCPL's
yourself: anti-takeover statute, which among Board of Directors
other things requires KCPL's board already has rejected
approval, won't preclude the deal Western's offer?
from closing ...
Ask Are you aware that an exchange ... which could take
yourself: offer in the utility industry up to two years?
can't close until all regulatory
approvals are received ...
Ask Are you comfortable with Western ... when it may do
yourself: having up to two years to amend so, at any time
its offer, or terminate it during that period,
completely ... at its sole
discretion?
Ask Are you confident that there will ... when Western
yourself: be no layoffs in a hostile admits in its
takeover of KCPL ... official filings to
531 "merger related
reductions"?
Your conclusion should be obvious.
Western's hostile bid is not credible,
it's not achievable,
and it's not strategic.
And your choice also should be obvious. Vote for the
KCPL/UtiliCorp merger. Don't let this transaction go away.
Please sign, date and mail the WHITE proxy card today.
If you have any questions or need assistance in completing the
WHITE proxy card, KCPL shareholders should call KCPL's proxy
solicitor, D.F. King & Co., Inc., toll free, at 1-800-714-
3312.
April 29, 1996 [KCPL LOGO]