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 - ---------------------------------------------------------------------- (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 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: ------------------------------------------------------------------ 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: ------------------------------------------------------------ 2) Form, Schedule or Registration Statement No.: ------------------------------------------------------------ 3) Filing Party: ------------------------------------------------------------ 4) Date Filed: ------------------------------------------------------------ /x/ Filing fee paid with preliminary filing. The following press release and employee update was released on June 25, 1996: HAYES DECLARES WESTERN RESOURCES WILL PROCEED WITH KCPL MERGER OFFER DESPITE REJECTION BY JENNINGS KCPL CORRESPONDENCE SAYS NOTHING NEW, ASSUMPTIONS MADE WITHOUT BENEFIT OF MEETINGS TOPEKA, Kansas, June 25, 1996 -- Western Resources will go forward with its merger offer to Kansas City Power & Light Company (KCPL) despite today's rejection letter. "Frankly, we are appalled that Drue Jennings and his board of directors rejected what we truly believe is a vastly superior offer without even accepting our invitation to discuss the details," said John E. Hayes, Jr., Western Resources chairman of the board and chief executive officer. "It appears to us this latest move by KCPL is motivated by management entrenchment and disregards the shareholder value our offer of $31 provides. "Their response is nothing different than what they said after our original proposal. It is as if they haven't even read our new proposal. Rejecting our latest offer out of hand -- without benefit of discussions -- is, in my opinion, irresponsible. Further, based on a June 19 letter from Jennings to KCPL shareholders, in which management urged KCPL shareowners to throw away our proxy cards, it is clear our offer was never considered seriously by KCPL management. KCPL should listen to its shareholders who want better value and the strength our combined companies provide. This ill-considered rejection leaves us no choice other than to carry our message directly to the true owners of KCPL -- the KCPL shareowners -- and that is exactly what we intend to do," said Hayes. Hayes reiterated that the message to KCPL shareowners is a simple and compelling one of superior value, both in immediate return and in the long run. The revised merger offer provides: KCPL shareowners would receive $31 in Western Resources common stock in exchange for each share of KCPL stock with a minimum exchange rate of at least .933 and as much as 1.1 in Western Resources shares. The new price represents a 30 percent premium over KCPL's closing price of April 12, 1996, the last trading day prior to the announcement of the original offer. Under the new offer, KCPL shareowners would, following the merger, receive a dividend of between $2.00 and $2.35 per KCPL share based on Western Resources' projected 1998 dividend. "The reaction of utility analysts and the owners of millions of KCPL shares has been overwhelmingly supportive of our new offer," said Hayes. "We believe other KCPL shareowners will react in the same positive way when they are informed of the details of our offer. "It is the KCPL shareowners -- not Drue Jennings -- who are the true owners of KCPL. As soon as our exchange offer is declared effective by the Securities and Exchange Commission, we will formally ask the shareowners to tender their shares to us to make this combination a reality." Western Resources (NYSE:WR) is a diversified energy company. Its utilities, KPL and KGE, operating in Kansas and Oklahoma, provide natural gas service to approximately 650,000 customers and electric service to approximately 600,000 customers. Through its subsidiaries, Westar Business Services, Westar Consumer Services, Westar Capital, and The Wing Group, energy-related products and services are developed and marketed in the continental U.S., and offshore. For more information about Western Resources and its operating companies, visit us on the Internet at http://www.wstnres.com. 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 sale.