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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:
- -----------------------------------------------------------------
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:
- -----------------------------------------------------------------
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 to be published week of April 29, 1996:
EVERYBODY'S
TALKING ABOUT
WESTERN RESOURCES'
OFFER TO KCPL.
HERE'S WHAT THE EXPERTS HAVE TO SAY.
Edward Tirello, NatWest Securities Corporation,
December 22, 1995
"We regard Western Resources' management among the most innovative in the
industry, a characteristic that will become increasingly important as the
industry becomes more competitive."
Barry M. Abramson, CFA, Prudential Securities,
April 23, 1996
"Western Resources has a proven track record of successfully working
through utility mergers in the recent past in a way that creates
shareholder value and benefits for ratepayers. Because of this, we have a
great deal of confidence that the management can accomplish similar success
in a merger with KLT [KCPL]."
Dan Scotto, Bear, Stearns & Co., Inc.,
April 15, 1996
"UtiliCorp (UCU) carries the most downside for KLT (KCPL). We anticipate a
BBB+ rating under this scenario because: (1) UCU has weaker financials; and
(2) has fewer operating synergies. Shareholders will undoubtedly find the
(WR/KCPL) $1.23 per share premium attractive and regulators will
undoubtedly be lured by the $1.043 billion expense savings (1/3 of which
will be passed on to customers)."
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 S.E.C.
Western believes its offer is financially superior to the proposed merger
between UtiliCorp United and KCPL which you will be asked to vote upon at
the KCPL shareholders meeting on May 22, 1996. We intend to solicit
proxies from KCPL shareholders in opposition to the UtiliCorp merger vote.
Vote AGAINST the UtiliCorp/KCPL merger
[LOGO]
Western Resources
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 and Judith A. Wilt.
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.