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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:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
####
[form of shareholder letter]
[KCPL logo]
June 22, 1998
Dear KCPL Shareowner:
We are very excited to be moving our company closer to a combination
with Western Resources by bringing this proposal to you for a vote. The
unique, creative approach we have taken with this transaction brings to
shareowners the predictable earnings of a regulated electric company and
also makes them shareowners in Western Resources, a diversified consumer
services company with a strong growth profile. In addition, the
combination of Westar Energy and Western Resources stock received will
provide a consistent stream of dividends from diversified sources.
The creation of Westar Energy will unite three proven and established
regional electric utilities - KCPL, KGE and KPL - to create a larger
electric utility positioned to compete in our changing industry.
Headquartered in Kansas City, Westar Energy will bring together more than
300 collective years of experience in the industry, a history of
operational excellence and community leadership. Westar Energy will serve
more than one million customers, and will have more than $8 billion in
assets and 8,000 megawatts of electric generation resources.
Enclosed is a brochure that will help you understand how the creation
of Westar Energy can bring additional value to your investment. YOUR BOARD
OF DIRECTORS HAS CAREFULLY REVIEWED AND APPROVED THIS COMBINATION AND URGES
YOU TO VOTE "FOR" THE PROPOSAL. Because approval by 67% of all outstanding
shares is necessary to approve this proposal, we urge you to take advantage
of your right to vote. If you have any questions, you may call a KCPL
representative at 1-800-566-9061.
Sincerely,
/s/Drue Jennings
[form of shareholder brochure]
KANSAS CITY POWER & LIGHT
AND WESTERN RESOURCES
create...
[Westar Energy(TM) logo]
LEADING THE ELECTRIC ENERGY INDUSTRY
INCREASING SHAREOWNER VALUE
BUILDING GROWTH OPPORTUNITIES
ENHANCING CUSTOMER SERVICE
Vote "FOR" the KCPL/Western Resources proposal today!
Westar Energy...
is committed to delivering value to customers and increasing the value of
your investment.
FEATURES
- - Over 1 million customers
- - More than $8 billion in assets
- - Over 8,000 megawatts of electric generation resources
- - Innovative value-added products and services
[transaction chart showing KCPL and Western Resources, KGE and KPL
joining into Westar Energy, and KLT Inc. going to Western Resources]
Western Resources, Inc.
[dotted arrow up
from KLT Inc.]
Western Resources KLT, KCPL
electric operations Inc. electric operations
KGE, KPL
[arrow down to [arrow down to
Westar(TM) Westar(TM)
Energy] Energy]
Westar(TM)
Energy
[end of chart]
You and your fellow shareowners are being asked to vote on a proposal: to
combine the proven and established electric utility operations of Kansas
City Power & Light and Western Resources into a new company. The new company,
Westar Energy, will be a larger electric utility positioned to compete in a
changing marketplace.
In addition, you will become an owner of Western Resources, a diversified
consumer services company with a strong growth profile.
In the following pages, we will attempt to answer frequently asked
questions about this transaction and its benefits.
1
Q. WHAT HAPPENS TO MY STOCK WHEN THE COMBINATION TAKES PLACE?
A. You will exchange each share of your KCPL common stock for common
share ownership in two companies:
KCPL COMMON STOCK
1. WESTERN RESOURCES COMMON STOCK: a fractional share of Western
Resources common stock worth between $21.50 and $26.50(1)
PLUS
2. WESTAR ENERGY COMMON STOCK: one share of Westar Energy common stock,
estimated by KCPL and Western Resources to be worth approximately $10 to
$12.(2)
(1) Based on the closing price of Western Resources common stock as
reported on the NYSE Composite Tape on June 11, 1998, each share of KCPL
common stock would have been converted into a fractional share of Western
Resources common stock worth $23.50.
(2) Based on current market conditions and comparable publicly traded
electric utilities' dividend yields and price-to-earnings ratios. There
can be no assurance as to the actual prices at which Westar Energy stock
will trade once listed on the NYSE. Actual prices could be significantly
higher or lower than the estimated range.
2
YOU CAN DETERMINE APPROXIMATELY HOW MUCH STOCK YOU WILL RECEIVE WHEN THE
COMBINATION IS COMPLETED:
[calculation workchart]
KCPL shares you currently own [arrow pointing right] ________
multiplied by the assumed exchange
ratio (for this example only) (1) x .598
________
= approximate number of Western
Resources shares you will receive [arrow pointing right] ________
________
PLUS
KCPL shares you currently own [arrow pointing right] ________
multiplied by exchange ratio of
1 to 1 x 1
________
=number of Westar Energy shares
you will receive ________
________
(1)This number assumes a Western Resources common stock price of $39.25,
which was its closing price on June 11, 1998, as reported on the NYSE
Composite Tape. As of this date, each share of KCPL common stock would have
been converted into a fractional share of Western Resources common stock
worth $23.50. KCPL shareholders may call 800-621-0518 for the exact number
of shares to be issued to them based on the most recent Western Resources
Index Price.
[end of chart]
3
Q. WHAT HAPPENS TO MY DIVIDEND?
A. KCPL and Western Resources have projected an initial annual
dividend for Westar Energy for the first full year of operation of $0.72
per share. The actual dividend policy of Westar Energy will be dependent on
numerous factors including current economic conditions, earnings and
profitability. Western Resources currently pays an annual dividend of
$2.14 per share of Western Resources common stock. However, there can be
no assurances that the boards of directors of Western Resources and Westar
Energy will declare dividends or the amounts of such dividends.
You will have the option of placing the Western Resources shares you
receive in the stock exchange directly into Western Resources direct stock
purchase plan and the shares of Westar Energy received into a dividend
reinvestment plan intended to be established by Westar Energy.
4
YOU CAN DETERMINE APPROXIMATELY HOW MUCH YOU WILL RECEIVE IN DIVIDENDS FROM
EACH COMPANY:
[calculation workchart]
Western Resources shares received
(calculated on previous page) [arrow pointing right] ________
multiplied by Western Resources
current annual dividend per share
of $2.14(1) x 2.14
________
=approximate Western Resources
annual dividends in dollars you
will initially receive (1) [arrow pointing right] ________
________
PLUS
Westar Energy shares received
(calculated on previous page) [arrow pointing right] ________
multiplied by estimated Westar
Energy annual dividend per share
of $0.72 (1) x .72
________
= approximate Westar Energy
annual dividends in dollars you
will initially receive (1) [arrow pointing right] ________
________
(1) There can be no assurances that the boards of directors of Westar
Energy and Western Resources will declare dividends in the future, or if
declared, the amount of such dividends.
5
Q. WHY SHOULD I VOTE "FOR" THIS COMBINATION?
A. The benefits of this transaction are four-fold:
- - Westar Energy unites three well-known, successful electric utilities
into one larger utility better positioned to grow and prosper in a
deregulating marketplace.
- - Shareowners will gain the predictable earnings of Westar Energy, a
regulated electric utility, and will become owners in Western
Resources, a diversified consumer services company with a strong growth
profile.
- - The combination of Westar Energy and Western Resources stock received
will provide a consistent stream of dividends from diversified sources.
- - The creation of Westar Energy is a strategic step toward becoming a
leading national provider of electric energy and energy-related
products and services.
6
Q. WHY ARE WE JOINING WITH WESTERN RESOURCES?
A. Western Resources brings to this combination its history and
commitment to growth and shareholder value:
- - Total return for Western Resources shareowners exceeded 48% in 1997.(1)
- - Investments in monitored security businesses in 1997 and 1998 created
the second largest security business in America, with more than 1
million monitored security customers in 48 states.(1)
- - A strategic alliance with ONEOK gives Western Resources 45% ownership
in the nation's eighth largest natural gas distribution company.(1)
- - Western Resources diversified properties helped increase its revenues
in 1997 from the previous year.(1)
- - Western Resources solid financial management reduced short-term debt in
1997.(1)
(1) As reported in Western Resources 1997 annual report
7
Q. WHO WILL MANAGE WESTAR ENERGY?
A. John Hayes, Western Resources' current chairman and CEO, will hold
the position of chairman of Westar Energy. Drue Jennings, KCPL's current
chairman, president and CEO, will assume CEO responsibilities of Westar
Energy. Both have used their expertise and management insight to achieve
success in the electric utility industry.
A ten-member board of directors will govern Westar Energy. Initially, six
positions will be appointed by Western Resources and four by KCPL.
Westar Energy will be headquartered in Kansas City, Missouri, with
significant electric operations located in Wichita and Topeka, Kansas.
8
Q. WHAT IS THE TIMETABLE FOR CLOSING THE TRANSACTION?
A. The combination is expected to be completed by mid-year 1999. Assuming
KCPL and Western Resources shareowners grant approval of the combination
and certain other matters at meetings scheduled on July 30, 1998, it must
receive approval from the Kansas Corporation Commission, the Missouri
Public Service Commission, the Federal Energy Regulatory Commission, the
Nuclear Regulatory Commission and other governmental agencies.
WE NEED YOUR VOTE!
Begin delivering value by voting "FOR" this proposal.
KCPL's Board of Directors approved this combination and encourages you to
vote "FOR" the KCPL/Western Resources proposal on the proxy card enclosed
if you have not already done so.
If you have any questions about the proxy information you received, you may
contact a KCPL representative at the number below.
Morrow & Company
1-800-566-9061
[form of televote proxy card]
[KCPL Logo]
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
KANSAS CITY POWER & LIGHT COMPANY
SPECIAL MEETING OF SHAREHOLDERS, JULY 30, 1998
The undersigned hereby appoints A.D. Jennings, J.S. Latz and B. J.
Beaudoin, and each or any of them, proxies for the undersigned, with power
of substitution, to vote the stock of the undersigned at the Special
Meeting of Shareholders on July 30, 1998, and any adjournment of
postponement thereof, on the proposed item, and in their discretion upon
such other matters as may properly come before the meeting.
The shares represented by this Proxy will be voted as directed by the
shareholder. If no direction is given when the duly signed Proxy is
returned, such shares will be voted "FOR" the proposal.
(CONTINUED, AND TO BE MARKED, DATED AND SIGNED, ON THE OTHER SIDE)
[scissors clip art] - - - - - - - - - - - - - - [scissors clip art]
[up arrow] FOLD AND DETACH HERE [up arrow]
YOUR VOTE IS IMPORTANT !
YOU CAN VOTE IN ONE OF TWO WAYS:
1. Mark, sign and date your proxy card and return it promptly in the
enclosed envelope.
OR
2. Call TOLL FREE 1-888-698-8082 on a TOUCH-TONE telephone and follow the
instructions on the reverse side. There is NO CHARGE for this call.
PLEASE VOTE
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
Please mark your votes as indicated in this example [X]
1. Approval and adoption of the FOR AGAINST ABSTAIN
Amended and Restated Agreement and [ ] [ ] [ ]
Plan of Merger dated as of March 18,
1998 by and among Western Resources,
Inc., Kansas Gas and Electric Company,
NKC, Inc. (to be renamed Westar Energy
Inc.), and Kansas City Power & Light
Company; and the merger of KCPL with
and into Westar Energy.
2. A proposal to grant discretionary FOR AGAINST ABSTAIN
power to adjourn or postpone the Special [ ] [ ] [ ]
Meeting to solicit additional votes for
Item 1 if required.
SPECIAL MEETING
Mark here if you plan to attend the Special Meeting [ ]
***IF YOU WISH TO VOTE BY TELEPHONE, PLEASE READ THE INSTRUCTIONS BELOW***
DATE / /1998
______________________________
Signature
______________________________
Signature, If Jointly Held
If acting as Attorney,
Executor, Trustee or in other
representative capacity,
please sign name and title
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
[up arrow] FOLD AND DETACH HERE [up arrow]
[telephone clip art] [telephone clip art]
VOTE BY TELEPHONE
QUICK* * * EASY* * * IMMEDIATE
Your telephone vote authorizes the named proxies to vote your shares in the
same manner as if you marked, signed and returned your proxy card.
- - There is NO CHARGE for this call.
- - On a TOUCH-TONE Telephone call TOLL FREE 1-888-698-8082 24 hours per
day -- 7 days a week.
- - You will be asked to enter a Control Number, which is located in the
box in the lower right hand corner of this form.
OPTION #1: TO VOTE AS THE BOARD OF DIRECTORS RECOMMENDS ON ALL PROPOSALS:
PRESS 1.
WHEN ASKED, PLEASE CONFIRM YOUR VOTE BY PRESSING 1.
OPTION #2: IF YOU CHOOSE TO VOTE ON EACH PROPOSAL SEPARATELY, PRESS 0.
YOU WILL HEAR THESE INSTRUCTIONS:
Proposal 1: To vote FOR, press 1; AGAINST, press 9; ABSTAIN, press 0.
The Instructions are the same for Proposal 2.
WHEN ASKED, PLEASE CONFIRM YOUR VOTE BY PRESSING 1.
PLEASE DO NOT RETURN THE ABOVE PROXY CARD IF VOTED BY PHONE.
Call ** Toll Free ** On a Touch-Tone Telephone [CONTROL NUMBER]
1-888-698-8082 - ANYTIME
There is NO CHARGE to you for this call