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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.
Advertisement published on May 16, 1996 in the Wall Street Journal and the
Boston Globe, and on May 15, 1996 in The Topeka Capital Journal:
[LOGO]
WESTERN RESOURCES
OFFERS
VALUE
The key to KCPL shareholders can be
reduced to a single word - VALUE.
Price Current Dividend
Western
Resources'
Offer $28.00 (1) $1.88-2.03 (3)
KCPL $23.88 (2) $1.56
Premium
offered by
Western
Resources 17% 20%-30%
The choice is clear.
Choose Value.
Choose Western Resources.
Vote AGAINST the UtiliCorp/KCPL
merger on the BLUE proxy card.
For more information, call Georgeson & Company, Inc.,
assisting us, at 1-800-223-2064.
(1) The Western Resources offer provides $28.00 of Western Resources common
stock per KCPL share as long as Western Resources' share price is between
$28.43 and $30.77. (2) KCPL closing share price on April 12, 1996, the last
trading day before the public announcement of the Western Resources Offer.
(3) Based on current indicated annual dividend of $2.06.
Western Resources has filed exchange offer materials with the Securities and
Exchange Commission and intends to make its offer directly to shareholders of
KCPL as soon as its registration statement has been declared effective by the
Securities and Exchange Commission.
A registration statement relating to the Western Resources securities referred
to in these materials 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. These materials shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale on 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.
Advertisement published on May 15, 1996 in the Wichita Eagle and on May 17,
1996 in the Wichita Business Journal:
[LOGO]
WESTERN RESOURCES
OFFERS
VALUE
The key to KCPL shareholders can be
reduced to a single word - VALUE.
Price Current Dividend
Western
Resources'
Offer $28.00 (1) $1.88-2.03 (3)
KCPL $23.88 (2) $1.56
Premium
offered by
Western
Resources 17% 20%-30%
The key to KGE customers is - LOWER RATES.
$100 million over ten years. (4)
The choice is clear.
Choose Value.
Choose Western Resources.
Vote AGAINST the UtiliCorp/KCPL
merger on the BLUE proxy card.
For more information, call Georgeson & Company, Inc.,
assisting us, at 1-800-223-2064.
(1) The Western Resources Offer provides $28.00 of Western Resources common
stock per KCPL share as long as Western Resources' share price is between
$28.43 and $30.77. (2) KCPL closing share price on April 12, 1996, the last
trading day before the public announcement of the Western Resources Offer.
(3) Based on current indicated annual dividend of $2.06. (4) Western
Resources' proposed annual rate reduction of $10 million as part of its merger
plan, $100 million over the ten years after the merger, in addition to the
rate reductions already proposed.
Western Resources has filed exchange offer materials with the Securities and
Exchange Commission and intends to make its offer directly to shareholders of
KCPL as soon as its registration statement has been declared effective by the
Securities and Exchange Commission.
A registration statement relating to the Western Resources securities referred
to in these materials 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
statements becomes effective. These materials shall not constitute an offer
to sell or the solicitation of an offer to buy nor shall there be any sale on
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.
Advertisement to run in Kansas City Star only on May 15 and May 17, 1996:
KCPL SHAREHOLDERS
Visit our traveling exhibit
and see for yourself why
we believe our offer to
KCPL is better for you.
Wednesday, May 15 Friday, May 17
5:00 to 8:00 p.m. 2:00 to 5:00 p.m.
Overland Park Fire Training Center American Legion Hall
12401 Hemlock 499 South 7 Highway
Overland Park, Kansas Blue Springs, Missouri
Thursday, May 16 Monday, May 20
5:00 to 8:00 p.m. 2:00 to 5:00 p.m.
Independence Town Hall Park Place Hotel
300 West Truman Road I-435 and Front Street
Independence, Missouri Kansas City, Missouri
Don't miss this opportunity to get to know the many facets of
Western Resources. Company representatives will be present
to personally answer your questions about Western Resources
and Western Resources' offer to merge with KCPL.
On display:
* Business Products and Service
* Consumer Products and Services
* Shareholder Services
* Customer Action Centers
* The Wing Group, developer of large
international power generation projects
* Environmental Programs
We look forward to meeting you!
[LOGO]
WESTERN RESOURCES
Western Resources has filed exchange offer materials with the Securities and
Exchange Commission and intends to make its offer directly to shareholders of
KCPL as soon as its registration statement has been declared effective by the
Securities and Exchange Commission.
A registration statement relating to the Western Resources securities referred
to in these materials 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. These materials 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.