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1 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant / / Filed by party other than the registrant /x/ Check the appropriate box: / / Preliminary proxy statement / / Confidential, for Use of the Commission Only (as permitted by / / Definitive proxy statement Rule 14a-6(e)(2)) /x/ Definitive additional materials / / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12 KANSAS CITY POWER & LIGHT COMPANY (Name of Registrant as Specified In Its Charter) WESTERN RESOURCES, INC. (Name of Person(s) Filing Proxy Statement) Payment of filing fee (Check the appropriate box): / / $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a- 6(j)(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: (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: 1 The following letter was sent to KCPL shareholders on or about May 14, 1996: 1 [Western Resources Letterhead] May 14, 1996 Dear KCPL Shareholder, The key for KCPL shareholders can be reduced to a single word - VALUE. Western Resources is offering $28.00 worth of Western Resources stock for each share of KCPL you own. This represents a 17% PREMIUM over market value[F1]. With our offer, the dividend you would receive is $1.97 in the year following the merger of Western Resources and KCPL, compared with your current annual indicated dividend of $1.56. This represents a DIVIDEND INCREASE OF 26.5%[F2]. Western Resources is bringing you, the KCPL shareholder, real value for your shares in an investment that carries the same standards of sound financial management and customer service you have enjoyed. The resulting company, we believe, will be stronger and better able to weather the new world of competition facing all utility companies. You have an alternative to the proposed UtiliCorp merger, which offers you no price premium and a smaller projected dividend. We believe our merger brings you greater value. To exercise your right to choose, you must vote AGAINST the proposed UtiliCorp/KCPL merger. Please sign, date and return the BLUE proxy card today. Thank you. Sincerely, /s/ John E. Hayes, Jr. John E. Hayes, Jr. Chairman of the Board and Chief Executive Officer [F1] The Western Resources offer provides $28.00 worth of Western Resources common stock per KCPL share as long as Western Resources' share price is between $28.43 and $30.77. The premium is based on KCPL's closing share price on April 12, 1996, the last trading day before the public announcement of the Western Resources offer. [F2] Based on the closing price of Western Resources common stock on May 13, 1996 and Western Resources' projected 1998 dividend of $2.14 per share, as set forth in its preliminary prospectus filed with the Securities and Exchange Commission with respect to the Western Resources offer. Under the terms of the Western Resources offer, the projected dividend at closing will be between $1.95 and $2.10 per KCPL share. 2 IMPORTANT If your shares of common stock are held in the name of a bank or brokerage firm, only that firm can execute a proxy card on your behalf. Please contact the person responsible for your account and give instructions for a BLUE proxy card to be voted AGAINST the approval and adoption of the UtiliCorp/KCPL Merger Agreement and the proposed UtiliCorp/KCPL transaction. If you have questions or need assistance in voting your shares, please contact the firm assisting us in the solicitation of proxies: GEORGESON & COMPANY INC Wall Street Plaza New York, New York 10005 1-800-223-2064 Western Resources has filed exchange offer materials with the Securities and Exchange Commission and intends to make its offer directly to the 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 this letter 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 letter 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.