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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
/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)
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.
The following press release and employee update was issued on August 14, 1996:
WESTERN RESOURCES TO FILE TESTIMONY WITH
FEDERAL ENERGY REGULATORY COMMISSION SUPPORTING MERGER
FILING WILL CONTINUE THE PROCESS OF UNITING THE TWO COMPANIES
TOPEKA, Kansas, August 14, 1996 -- Western Resources took one more step
in completing its merger with KCPL when it announced August 22 as the date it
will file its application and testimony with the Federal Energy Regulatory
Commission (FERC) supporting its exchange offer to KCPL shareowners.
The testimony will reinforce the benefits of a Western Resources/KCPL
merger and seeks FERC's authorization of Western Resources' merger plan. It
also will further accelerate Western Resources' momentum in the merger with
KCPL and reinforce the value such a merger would have for customers,
shareowners, employees, and those communities served by both companies.
This step follows similar filings with the Kansas Corporation Commission
(KCC) and the Missouri Public Service Commission (PSC) last month.
"It is gratifying to see the process of bringing our two companies
together continue," said John E. Hayes, Jr., Western Resources chairman of the
board and chief executive officer. "We are convinced that a Western
Resources/KCPL merger is the best value for all concerned."
"A merger with KCPL complements our business plan by enhancing our
position as a significant national and regional competitor," Hayes continued.
Overlapping service areas, more than $2 billion in shared generating
plant assets, and similar operations mean savings advantages for shareowners
and customers alike.
"This filing is the next step in the process of examining the tangible
merits of our merger offer and bringing closure to this process, Hayes said.
This combination is the right thing to do. Both companies have solid
reputations for high quality and efficient service to customers. This,
coupled with the opportunity for savings and the ability to position our
companies to meet the changes coming to our industry, make this combination
sound. We are happy the process is continuing."
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 and employee update 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 letter was sent on August 15, 1996. This same letter may be
used again if it applies to other addressees.
Addressee
Dear Addressee,
Thank you for forwarding to me a copy of your letter to Mr. Drue
Jennings.
I agree with you. We would love to have an opportunity to meet with the
board of Kansas City Power & Light to review our proposal. As you know, on
June 17 we sent our revised offer to the board of directors of Kansas City
Power & Light. We believe this revised offer, as we believe our original
offer was, is financially superior as well as the most beneficial for all
involved.
Despite our strong offer, KCPL management has refused to meet with us.
We have been extremely disappointed that we have not been given an opportunity
to meet with the KCPL board to present our offer. We are convinced that,
given the opportunity to fully understand our offer, the KCPL board would have
concluded that it is depriving its shareowners of the benefits of what we
believe is the better proposal.
Once again, I appreciate your comments and look forward to an
opportunity to work with you to enhance the value of your investment.
Sincerely,
John E. Hayes, Jr.
Chairman of the Board and
Chief Operating Officer
This letter 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 letter was sent on August 15, 1996. This same letter may be
used again if it applies to other addressees.
Addressee
Dear Addressee,
Thank you for your comments regarding Western Resources' proxy
solicitation materials. We value input from KCPL shareowners during our
effort to combine our two fine companies in what we believe will be a very
successful new energy company.
I was very surprised to read that you were told on August 6 the voting
on the UtiliCorp proposal had been closed, and we are looking into the reason.
I am aware that Ken Wymore from our office has talked with you. As you know,
the KCPL meeting was rescheduled for the 16th and you still have time to vote
against the UtiliCorp proposal and preserve your ability to obtain what we
believe is the greater value in our $31 per KCPL offer*.
I know you have received a great deal of information about this
transaction. In view of the tremendous benefits we see from a WR/KCPL merger
to shareowners, customers, employees and the communities we serve, we strongly
feel that the cost and effort behind these communications are well justified.
I hope you will agree.
If you have any questions about our offer, please feel free to call me
or Rick Kready (913/575-8226).
Sincerely,
John E. Hayes, Jr.
Chairman of the Board and
Chief Operating Officer
*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 letter 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 letter was sent on August 15, 1996. This same letter may be
used again if it applies to other addressees.
Addressee
Dear Addressee,
Thank you for your recent letter regarding our proposed merger with
Kansas City Power & Light. We also believe in the strengths of neighboring
companies with strong reputations who work together for a successful future.
In fact, we have had discussions with KCPL for some time concerning a possible
merger. As you know, Western Resources and KCPL have overlapping service
territories and more than $8 billion in combined assets. Today, more than $2
billion, or 25 percent, of those assets are jointly owned or operated.
In regard to Mr. Jennings' compensation, I did not offer him the same
compensation as he would receive under the UtiliCorp proposal. What I agreed
to adopt was the formula which would peg his compensation to the highest
compensation paid to any employee of the merged company. In our company, that
would be the same salary he receives now, since he and I make approximately
the same amount -- much less than Rick Green's salary at UtiliCorp.
I appreciate your comments about a potential combination of all three
companies. At this time, we have reviewed other options and believe this
potential merger with KCPL offers the most significant benefits to our company
and to you as shareowners. At its core, our offer is a demonstrated interest
in a neighboring utility company. KCPL is, we believe, a high- quality company
similar to ours in its dedication to customer service and managing for the new
competitive environment over the long-term. Our merger proposal is an offer
based on careful and professional review and certainly not on personal issues.
Please know that we have worked hard to create a respected reputation on
business matters that, above all else, benefit shareowners, customers and the
communities we serve. Ours is clearly a well-thought, well-studied, sincere
effort to build a partnership that will benefit all.
Again, thank you for sharing your comments.
Sincerely,
John E. Hayes, Jr.
Chairman of the Board and
Chief Operating Officer
This letter 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.