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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)) / / Definitive additional materials /x/ 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 Letter to KCPL shareholders mailed on or about April 25, 1996. 1 [Western Resources Logo] April 25, 1996 John E. Hayes, Jr. Chairman of the Board and Chief Executive Officer Dear KCPL Shareholder, On April 14, 1996, Western Resources proposed a tax-free merger with KCPL that would provide you with a significant premium for your shares and a substantial increase in your annual dividend. It would benefit customers and communities with significantly lower electric rates and provide job security for KCPL employees. Unfortunately, the KCPL board of directors, who collectively own less than 1% of KCPL's stock, has rejected the Western Resources offer, thereby refusing to let you realize the benefits of the offer. Instead, the KCPL board of directors is intent on pursuing a merger with UtiliCorp even though that merger offers you significantly less value, particularly with respect to dividends. Because we are convinced that our proposed offer is financially superior to the proposed merger with UtiliCorp, we have decided to submit it directly to KCPL shareholders. We will soon be mailing to you Western Resources proxy materials containing information about why our offer is better for KCPL, its shareholders, customers, employees, and the communities it serves and why you should vote AGAINST the UtiliCorp transaction. Until you receive that information, we urge you not to return any white proxy card sent to you regarding the UtiliCorp transaction. If you have any questions, please call Georgeson & Company Inc. at 1- 800-223-2064. Sincerely, /s/ John E. Hayes, Jr. 1 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 C.A.O.), 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, Shari L. Gentry and Rechell L. Smith. 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 letter, 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 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. 1 The following are print advertisements which appeared April 25, 1996. 1 Thursday, April 25, 1996 ATTENTION KCPL SHAREHOLDERS OUR OFFER PAYS BETTER DIVIDENDS. Critical Our Offer: Their Offer: Issues Western Resources UtiliCorp United KCPL Shareholders' 22% increase in Dividend "at least in Dividend dividend to $1.91 vs. the range" of the $1.56.* current dividend. $28.00 per share in No premium; stock-for- Western Resources stock transfer. stock, a 17% premium over market.** Tax-free transaction. Tax-free transaction KCPL Customers' Rate reduction 30% Rates will be higher Dividend better than UtiliCorp than Western Resources' plan. offer. KCPL Employees' No layoffs. No commitments. Dividend Community Dividend Maintain KCPL/Western Current corporate Resources' level of giving "substantially civic and charitable comparable" for only 2 giving for 5 years. years. Financial Strength Western Resources' bond UtiliCorp's bond rating rating is A-. is BBB. 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 Resources 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. Please look for our materials which will be mailed to you shortly. Western Resources *Based upon closing stock prices April 22, 1996, and Western Resources' current annual dividend of $2.06 per share. ** Based upon closing stock prices April 12, 1996, the last trading date prior to the public announcement of Western Resources' offer. 1 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 C.A.O.), 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, Shari L. Gentry and Rechell L. Smith. 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 letter, 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 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. 1 April 25, 1996 ATTENTION KPL CUSTOMERS OUR OFFER IS BETTER FOR TOPEKA. Critical Our Offer: Their Offer: Issues Western Resources UtiliCorp United KCPL Shareholders' Dividend 24% increase in dividend to Dividend "at least in the $1.93 vs. $1.56* range" of the current dividend. $28.00 per share in Western No premium; stock-for-stock Resources stock, a 17% transfer. premium over market.** Tax-free transaction. Tax-free transaction. Customers' Dividend Continued low rates - 27% Nothing for KPL customers. below the national average. No electric rate increases for 5 years Employees' Dividend No layoffs. No commitments. Community Dividend KPL/Western Resources' Nothing for Topeka. headquarters to remain in Topeka and continued community involvement. Financial Strength Western Resources' bond UtiliCorp's bond rating is rating is A-. BBB. Attention KCPL Shareholders 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 Resources 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. Please look for our materials which will be mailed to you shortly. Western Resources (r) *Based upon closing stock prices April 24, 1996, and Western Resources' current annual dividend of $2.06 per share. ** Based upon closing stock prices April 12, 1996, the last trading date prior to the public announcement of Western Resources' offer. 1 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 C.A.O.), 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, Shari L. Gentry and Rechell L. Smith. 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 letter, 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 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. 1 April 25, 1996 ATTENTION KCPL EMPLOYEES OUR OFFER HAS NO LAYOFFS. Critical Our Offer: Their Offer: Issues Western Resources UtiliCorp United 23% increase in dividend to Dividend "at least in the $1.92 vs. $1.56* range" of the current dividend. KCPL Shareholders' $28.00 per share in Western No premium; stock-for-stock Dividend Resources stock, a 17% transfer. premium over market.** Tax-free transaction. Tax-free transaction. KCPL Customers' Rate reduction 30% better Rates will be higher than Dividend than UtiliCorp plan. Western Resources' offer. KCPL Employees' No layoffs. No commitments. Dividend Community Dividend Maintain KCPL/Western Current corporate giving Resources' level of civic "substantially comparable" and charitable giving for for only 2 years. 5 years. Financial Strength Western Resources' bond UtiliCorp's bond rating is rating is A-. BBB. 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 Resources 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. Please look for our materials which will be mailed to you shortly. Western Resources (r) *Based upon closing stock prices April 23, 1996, and Western Resources' current annual dividend of $2.06 per share. ** Based upon closing stock prices April 12, 1996, the last trading date prior to the public announcement of Western Resources' offer. 1 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 C.A.O.), 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, Shari L. Gentry and Rechell L. Smith. 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 letter, 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 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. 1 April 25, 1996 Attention KGE customers: Our offer to KCPL will reduce your energy rates. It's this simple: if Western Resources and Kansas City Power & Light merge, your KGE energy rates drop. They drop in the very first year of the new partnership. The annual rate reduction from the merger is $10 million, $100 million over the ten years after the merger, in addition to the rate reductions already proposed. Combining efficiencies of Western Resources and KCPL will save KGE customers money. Western Resources has already proposed rate reductions of $8.7 million a year beginning this August, through 2002. Joining forces with KCPL will increase that reduction $10 million per year, all without any KGE/KCPL employee layoffs. KGE consumers will feel the effect of this merger for years to come. You'll feel it every month in lower energy costs. You'll pay less than the national average. [Bar chart indicating that KGE customers would pay lower rates if Western Resources and Kansas City Power & Light merge.] The bottom line: A common sense offer. With uncommon benefits for you. No other offer comes close. Critical Issues Our Offer: Western Their Offer: UtiliCorp Resources United KGE Customers' Dividend Additional rate reductions No additional rate to KGE customers of $100 reductions for KGE million over ten years. customers. Employees' Dividend No layoffs. No commitments. Community Dividend Locate headquarters of a No economic development Western Resources business commitment in KGE unit in Wichita; immediate customer area. employment potential. KCPL Shareholders' 23% increase in dividend Dividend "at least in the Dividend to $1.92 vs. $1.56.* range" of the current $28.00 per share in dividend. Western Resources' stock, No premium; stock-for- a 17% premium over stock transfer. market.** Tax-free transaction. Tax-free transaction Financial Strength Western Resources' bond UtiliCorp's bond rating rating is A-. is BBB. 1 Attention KCPL Shareholders: 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 Resources 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. Please look for our materials which will be mailed to you shortly. Western Resources * Based upon closing stock prices April 23, 1996, and Western Resources' current annual dividend of $2.06 per share. ** Based upon closing stock prices April 12, 1996, the last trading date prior to the public announcement of Western Resources' offer. 1 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 C.A.O.), 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, Shari L. Gentry and Rechell L. Smith. 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 letter, 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 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. 1 Proxy Guide/Questionnaire to be used on or about April 25, 1996. 1 Western Resources making life a little easier [SM] KCPL Shareholder Proxy Guide Vote "AGAINST" Shareholder Questions: 1. I have not yet voted. What should I do? Wait for Western Resources' proxy materials and vote WR's blue proxy card "AGAINST" the proposed UCU/KLT merger. 2. I have already voted for the UtiliCorp deal. Can I change my vote? Yes. Simply mark the BLUE proxy card you receive from Western Resources "AGAINST" the UtiliCorp deal, sign it, and return it. Only the most recently dated proxy will count. 3. When do I act on the WR offer? Western Resources will be sending you an exchange offer with all the details, as soon as possible after the Securities and Exchange Commission (SEC) completes its review. However, Western Resources' offer cannot even proceed unless shareholders vote "AGAINST" the UtiliCorp deal. 4. What is the timetable for all of this? You have already received a white proxy card from KLT. You may receive at least one more of these in the next few days. You will also receive a BLUE proxy card (and additional information on our offer) from Western Resources in the next several days. After SEC review Western Resources will distribute the exchange offer materials. 5. I am a Western shareholder. What do I do? Do nothing at this time. Any questions call: Georgeson Company, Inc. 1-800-223-2064 2 Western Resources making life a little easier [SM] 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 C.A.O.), 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, Shari L. Gentry and Rechell L. Smith. 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 letter, 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 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. 3 Western Resources making life a little easier [SM] 10 Reasons to Vote "AGAINST" the proposed UtiliCorp transaction (and wait for the WR tax-free exchange offer) 1. The WR offer provides superior dividend enhancement for each KLT share based on Western Resources most recent stock price (4-23-96) and Western Resources' annual dividend. KLT current dividend$1.56 WR Offer (4/23/96) 1.92 KLT dividend increase 23% UCU/KLT "at least in the range" of the current dividend 2. The WR offer provides superior market value for each KLT share. KLT Price (4/12/96) $23.87 WR Offer 28.00 WR Premium to KLT (4/12/96) 17% UCU/KLT offered no premium 3. WR has a stronger balance sheet and credit rating. Western is rated A-/A3. UtiliCorp is rated BBB/Baa3. 4. The market likes the WR deal better. Since WR's announcement, WR's price is up, KLT is up, and UCU is down. 5. WR has a better track record than UtiliCorp. Total shareholder returns (dividends and capital appreciation) 50% greater than UtiliCorp since the WR KPL/KGE merger in March of 1992. 6. The WR offer has far greater projected merger savings. WR/KLT savings (10 years) $1,043 million UCU/KLT savings (10 years) 636 million WR/KLT% greater savings 64% 7. The WR offer is better for customers. WR plan offers rate reductions of $210 million to KLT customers in first 10 years (30% more than the UCU plan). 4 Western Resources making life a little easier [SM] 8. The WR offer requires fewer regulatory approvals. Western needs approval or review from just two states (Kansas & Missouri), the Federal Energy Regulatory Commission (FERC), Hart- Scott-Rodino, and the Nuclear Regulatory Commission (NRC). UtiliCorp needs approvals from the FERC, Hart-Scott-Rodino, NRC, 10 states and three foreign countries. 9. The WR offer is employee friendly. Western has committed to no lay-offs. UCU has made no such commitments. 10. WR has demonstrated success with large mergers. Western's KPL/KGE merger in 1992 was precedent setting and highly successful. For questions, call Rick Kready, Western Resources' director of investor relations: 913-575-8226 Dated: April 25, 1996 1 Reservation Form 1 Western Resources, Inc. (NYSE: WR) Merger Information Presentation (Reservations Required) City: Location: Date: Time: Please join members of senior management of Western Resources (WR) as they explain the benefits of its proposed merger with: Kansas City Power & Light Co. (KLT) This meeting will be of specific interest to analysts, portfolio managers, investment advisors, registered representatives and stockholders of both companies. Please RSVP to Sheila Ferhadson at (800) 829-1255, or fax this back to us at (602) 998-1971. Name: ____________________________ [ ] Yes, I will attend. Company: __________________________ [ ] No, I cannot attend. Phone: ____________________________ Fax: ______________________________ For information purposes only - does not constitute an offer to sell or a solicitation of an offer to buy WR securities. 1 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 C.A.O.), 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, Shari L. Gentry and Rechell L. Smith. 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 letter, 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 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. 1 Materials for presentations to be used on or about April 25, 1996. 1 Western Resources(r) and KCPL The common-sense combination 2 Western Resources(r) and KCPL Superior merger in all respects o SMART ... a better deal for ALL The common-sense o SOUND ... a stronger union combination o STRATEGIC ... a better fit o VISIONARY ... a better future 3 Western Resources(r) and KCPL Overview The common-sense combination Critical Issues Western Resources' Offer KCPL Shareholders' Increased annual dividends Advantages Premium stock price Earnings accretion Tax-free transaction KCPL Customers' 30% better deal Advantages Five-year electric rate moratorium KCPL Employees' No layoffs Advantages Opportunities for professional growth Kansas City Community Relocation of new business to Advantages Kansas City Enhanced economic development Continued philanthropic support 4 Western Resources(r) and KCPL The common-sense combination Shareholder advantages Critical issue: Stock value/dividend Western Resources' Offer UtiliCorp's Offer Dividend increase to Dividend "at least in the $1.72 to $2.03 per share* range" of the current dividend 17% price premium** No premium Tax-free transaction Tax-free transaction * Based on Western Resources current annual dividend of $2.06 per share ** Prices at market closing April 12, 1996, which was the last trading day before announcement of Western Resources' offer Result: Superior financial offer by Western Resources 5 Western Resources(r) and KCPL The common-sense combination Customer advantages Critical issue: Rate Impact Western Resources' Offer UtiliCorp's Offer KCPL rates decrease $21 million KCPL rates decrease $16 million per year (30 percent better than per year UtiliCorp's plan) No electric rate increase for five No electric rate increase for years five years KGE rates decrease $10 million per year Result: KCPL, KGE rates 10% below current national average in seven years 6 Western Resources(r) and KCPL The common-sense combination Employee advantages Critical issue: Job security/job opportunities Western Resources' Offer UtiliCorp's Offer No layoffs No commitment Job opportunities with Western Resources business units relocated to Kansas City and Wichita Results: Opportunities for career advancement Accomplished based on previous KPL/KGE merger experience 7 Western Resources(r) and KCPL The common-sense combination Community advantages Critical issue: Charitable giving/ economic development Western Resources' Offer UtiliCorp's Offer Maintain Western Resources/KCPL's Current corporate giving level of civic and charitable "substantially comparable" for giving for five years only two years Results: Stronger community presence by larger participant Coordinated economic effort focused on growth 8 Western Resources(r) and KCPL The common-sense combination Review of stand-alone companies: Western Resources vs. UtiliCorp 9 Western Resources(r) and KCPL The common-sense combination Strategic position Western Resources: The company has a history of growing its business profitably. Going forward, WR has a stated policy of only growing through accretive transactions. The company's low- cost profile provides a big advantage in the developing competitive market. UtiliCorp:* "UtiliCorp United Inc.'s credit quality reflects an average business position and financial measures that are weak for the rating." "Its acquisition strategy (including plans to increase non- regulated operations, which comprise about 25% of operations), the unpredictability of future acquisitions and the capital expenditures associated with these acquisitions impair credit quality." "The disperse service territory causes some unique operating challenges that may result in costs being slightly higher than competitors who have contiguous service areas and who operate integrated systems." "Given the company's acquisition strategy, the most significant risk is that the company will overextend itself with additions, and earnings will not be sufficient to meet the added capital costs." WR strategic plan complements KCPL's plan * Standard & Poor's Utility Credit Report - August 1995 10 Western Resources(r) and KCPL The common-sense combination Financial Profile WR UtiliCorp Four-year annualized total return to 12.4% 8.3% shareholders* Current bond ratings** A-/A3 BBB/Baa3 1995 financial results*** Total Debt/Total Capital 47% 61% Payout ratio 74% 100% Return on average equity 11.1% 8.4% * Since completion of the March 31, 1992 KPL/KGE merger ** Source: S&P's and Moody's published reports *** Source: 1995 Annual Reports Result: Western Resources is a stronger company 11 Western Resources(r) and KCPL The common-sense combination Better geographic match [U.S. Map] Western Resources o Kansas City Power & Light's Electric o System o UtiliCorp's Electric System 12 Western Resources(r) and KCPL The common-sense combination Operational synergies: joint ownership of generating properties Western Resources: WR and KCPL jointly own Wolf Creek (under a separate operating company) and LaCygne generating plants More than $2.2 billion in common plants UtiliCorp: No common plants with KCPL 13 Western Resources(r) and KCPL The common-sense combination Operational synergies: common customers Western Resources: WR and KCPL share common customers in 26 communities Approximately 100,000 customers in common communities UtiliCorp: Few common customers with KCPL 14 Western Resources(r) and KCPL The common-sense combination Operational synergies: transmission interconnects All of Western Resources' and Kansas City Power & Light's electric operations are directly interconnected at high voltage through FIVE 345 kV lines. Only one of UtiliCorp's electric divisions is directly interconnected with Kansas City Power & Light through TWO 345 kV lines. 15 Western Resources(r) and KCPL The common-sense combination Merger considerations 16 Western Resources(r) and KCPL The common-sense combination 10 year savings (net) WR/KCPL UCU/KCPL* ($ in Millions) ($ in Millions) Generation Electric Dispatch $65 $107 Capacity Deferrals 57 162 Other Generation 117 46 Field Operations 106 36 Purchasing Economies (non-fuel) 239 51 Corporative & Administrative: Information Services 133 109 Other Administrative & General (net of costs to achieve) 326 125 TOTAL $1,043 $ 636 * Source: UCU/KCPL Kansas Corporation Commission merger application 17 Western Resources(r) and KCPL The common-sense combination Simpler regulatory approval * Western/KCPL UtiliCorp/KCPL The o Federal Energy Regulatory o Federal Energy Regulatory Commission Commission o Kansas Corporation Commission o Kansas Corporation Commission o Missouri Public Service Commission o Missouri Public Service Commission o Nuclear Regulatory Commission o Nuclear Regulatory Commission o Hart-Scott-Rodino o Hart-Scott-Rodino o Colorado Public Service Commission o Iowa State Utility Board o Michigan Public Service Commission o Minnesota Public Utility Commission o W. Virginia Public Service Commission o British Columbia Utilities Commission o Treasury of Australia o New Zealand Investment Commission * Source: UCU/KCPL joint proxy statement 18 Western Resources(r) and KCPL The common-sense combination Combined company profile* Western KS, MO, OK Resources KCPL Merged Company Electric Customers 600,000 430,000 1,030,000 Gas Customers 650,000 0 650,000 Annual Revenues $1.57 billion $886 million $2.46 billion Assets $5.49 billion $2.88 billion $8.37 billion Transmission (miles of line) 6,300 1,700 8,000 Generating Capacity 5,240 3,103 8,343 (MW) * Source: 1995 Annual Reports and FERC Form 1 19 Western Resources(r) and KCPL The common-sense combination Combined company financial forecast 1998 1999 2000 (dollars in thousands, except per share amounts) Operating revenues $2,663,371 $2,726,047 $2,799,694 Operating expenses 2,193,688 2,241,227 2,316,283 Transaction costs 88,000 -- -- Operating income 381,683 484,820 483,411 Other income and deductions 65,943 94,531 100,599 Income before interest charges 447,626 579,351 584,010 Interest charges 216,531 210,379 206,877 Net income 231,095 368,972 377,133 Preferred and preference dividends 1,129 1,129 1,129 Earnings applicable to common stock $229,966 $367,843 $376,004 Average common shares outstanding 126,732 128,020 128,020 Earnings per common share $1.81 $2.87 $2.94 Earnings per common share excluding costs to achieve savings and transaction costs $2.64 $2.89 $2.94 Dividends per share $2.14 $2.18 $2.22 20 Western Resources(r) and KCPL The common-sense combination Analyst comments* o "Western Resources' offer to merge with KLT appears significantly better than KLT's proposed merger with UtiliCorp. New company would have higher earnings, higher dividend, strong balance sheet and good cash flow." Greg Gordon, CFA, Oppenheimer & Co., Inc. April 18, 1996 o "WR's offer is clearly better for KLT shareholders and customers than the agreed-to merger with UCU." Douglas A. Fischer, CFA, A.G. Edwards & Sons, Inc., April 15, 1996 o "... we believe that WR's proposal is clearly superior from both a shareholder (premium and dividend increase), ratepayer (larger rate cuts), and political standpoint." Steven I. Fleishman, Dean Witter Reynolds, Inc., April 16, 1996 * Permission was neither sought nor obtained to use the above quotes from industry experts. 21 Western Resources(r) and KCPL The common-sense combination Analyst comments* o "... UtiliCorp (UCU) carries the most downside for KLT. We anticipate a BBB+ rating under this scenario because: (1) UCU has weaker financials; (2) proposes a 'single' company structure; and (3) has fewer operating synergies. A WR/KLT combination would be an easier 'sell' to shareholders and regulators the two most important constituencies involved here. Shareholders will undoubtedly find the $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)." Dan Scotto, Bear Stearns & Co., Inc., April 15, 1996 o "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 rate payers. Because of this, we have a great deal of confidence that the management can accomplish similar success in a merger with KLT." Barry M. Abramson, CFA, Prudential Securities, April 16, 1996 * Permission was neither sought nor obtained to use the above quotes from industry experts. 22 Western Resources(r) and KCPL The common-sense combination Typical merger timeline Western Resources proxy and exchange offer filing April 22 Effective date of proxy 7-10 days from April 22 combination Effective date of 30-60 days registration statement from April 22 KCPL shareholder meeting May 22 Exchange offer 12-18 months closes/regulatory approval from April 22 1 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 C.A.O.), 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, Shari L. Gentry and Rechell L. Smith. 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 letter, 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 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. 1 Pre-recorded telephone message 1 VRS Script Opening Message On Wednesday, April 24, the closing market price for Western Resources common stock was $29.875. The company announced an offer to merge with the Kansas City Power & Light Company in a tax-free stock for stock transaction. From the main menu press 5 from a touch tone telephone for additional information regarding the merger offer. VRS Message Announcing KCPL Offer On April 14 Western Resources made an offer to merge with the Kansas City Power & Light Company. In the proposed offer, Western Resources and KCPL would merge in a tax-free stock for stock transaction valued at approximately $1.7 billion, or $28 per KCPL commons share. The combination is expected to provide earnings accretion for Western Resources shareholders and holders of KCPL common stock. In addition, this combination will strengthen the balance sheet of the combined company. A Western Resources/KCPL merger is beneficial for shareholders, customers, and employees because of the natural synergies we bring in many areas, including our overlapping service territory and the $2 billion of plant under common ownership. More than $1 billion in aggregate cost savings have been identified in the first 10 years, following the completion of a Western Resources/KCPL combination. These savings would be achieved without layoffs, and with lower electric rates for our KGE and KCPL customers. There would also be a five-year moratorium on electric rate increases for KCPL, KPL, and KGE retail customers. We await a response from KCPL's Board of Directors about our offer. With or without this merger, Western Resources will continue with its strategic plan, looking for growth opportunities and providing customers with quality services. We will keep you informed of developments in our offer to KCPL.