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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant / /
Filed by a Party other than the Registrant /X/
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or
or Rule 14a-12
KANSAS CITY POWER AND LIGHT COMPANY
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(Name of Registrant as Specified In Its Charter)
WESTERN RESOURCES, INC.
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-
6(i)(2)
/ / $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3)
/ / Fee computed on table below per Exchange Act Rules 14a-
6(i)(4)
and 0-11
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:*
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4) Proposed maximum aggregate value of transaction:
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Set forth the amount on which the filing fee is calculated and state how it
was determined.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
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1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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4) Date Filed:
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/x/ Filing fee paid with preliminary filing.
On May 6, 1996, Western Resources, Inc. issued the following Press Release
and Employee Update:
WESTERN RESOURCES RAISES MINIMUM DIVIDEND LEVEL
IN ITS EXISTING KCPL PROPOSAL
TOPEKA, Kansas, May 6, 1996 -- The Board of Directors of Western
Resources Inc., today raised the minimum dividend level and improved the
upside opportunity for Kansas City Power and Light shareholders in its
offer for Kansas City Power and Light (KCPL).
The move means that Western Resources' offer will continue to have a
substantially higher projected dividend than under the proposed
KCPL/UtiliCorp dividend program announced today.
The result is the minimum number of shares the KCPL shareholders will
receive has been increased from .833 to .91 share of Western Resources.
The maximum number of shares remains at .985 share of Western Resources.
Based on projections included in Western Resources' preliminary
prospectus filed with the Securities and Exchange Commission, KCPL
shareholders would receive an annual dividend of more than $1.85 regardless
of Western Resources' stock price at the time of the merger.
Based on today's stock closing price, Western Resources projects KCPL
shareholders would get a dividend of $2.01, assuming the transaction is
closed in late 1997, compared to the $1.85 projected from the UtiliCorp
deal.
"We want to make sure there is no confusion about which offer pays the
better dividends for shareholders. Our confidence in the soundness of our
offer is high, so our move to raise the minimum dividend is sound," said
John E. Hayes, Jr., chairman and chief executive officer of Western
Resources.
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.
A registration statement relating to the Western Resources securities
referred to in these materials has been filed with the Securities and
Exchange Commission but has not yet become effective. Such securities may
not be sold nor may offers to buy be accepted prior to the time the
registration statement becomes effective. These materials shall not
constitute an offer to sell or the solicitation of an offer to buy nor
shall there be any sale of these securities in any state in which such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state.
On May 6, 1996, Western Resources, Inc. issued the following Employee
Update:
LETTER TO SEC LISTS 13 MISINFORMATION AREAS BY KCPL
IN RESPONDING TO WESTERN RESOURCES' MERGER OFFER
ASKS COMMISSION TO REQUIRE KCPL TO RE-SOLICIT NEW PROXIES
TOPEKA, Kansas, May 6, 1996 -- Calling Kansas City Power & Light
Company's statements concerning the proposed exchange offer by Western
Resources what it believes to be "materially false and/or materially
misleading," Western Resources' counsel today sent a detailed letter to the
Securities and Exchange Commission listing 13 "misinformation areas" in
letters, press releases and advertisements being distributed by KCPL and
UtiliCorp.
"This campaign of misinformation by KCPL, assisted by UtiliCorp, has
been triggered by the emergence of Western Resources' proposed exchange
offer for KCPL and has been calculated to poison KCPL shareholders against
the Western Resources offer even before the KCPL shareholders receive
Western Resources' proxy materials and preliminary prospectus," the letter
said.
"In Western Resources view, as more fully documented herein, KCPL's
misinformation tactics include:
+Making statements that are either simply false or otherwise omit
materially necessary facts;
+Continually representing as "fact" matters that are, at best,
opinion, and, at worst, rank speculation;
+Continually focusing on customary language in the Western
Resources Preliminary Prospectus informing shareholders about
the uncertainties inherent in forward-looking statements and
implying that such customary language conveys substantial doubt
on Western Resources' part about the statements; this is a
particularly insidious tactic considering that KCPL's
shareholders had not yet received the Preliminary Prospectus;
and
+Highlighting potential obstacles to the consummation of the
Western Resources transaction without advising its shareholders
that the KCPL board can remove these obstacles."
"KCPL's campaign of misinformation began with an April 21,
1996, letter to shareholders from Drue Jennings, KCPL's chairman
of the board, president and chief executive officer, unfairly
mischaracterizing the Western Resources offer and urging KCPL
shareholders to vote for the UtiliCorp proposal," the letter
states. "It continued with an April 26, 1996, KCPL advertisement
repeating many of the misleading statements and misinformation
contained in the April 21 letter. It proceeded with an April 29,
1996 KCPL letter and advertisement containing more misstatements
and misinformation. Also on April 29, 1996 UtiliCorp published
an advertisement entitled 'Merger Facts,' repeating many of
KCPL's misstatements and misinformation."
Western Resources urges the Commission exercise the
authority clearly granted by Congress to protect KCPL
shareholders' right to exercise their voting authority on a
"fair, honest and informed basis."
The letter takes issue with KCPL's argument that a Western
Resources/KCPL merger cannot produce over $1 billion in cost
savings, compared to $636 million projected in the UtiliCorp
deal. KCPL advertisements have misstated and mischaracterized
early letters between the companies discussing preliminary,
minimum savings estimates. "Nowhere in its various statements
does KCPL explain how a merger with Western Resources (which is
considerably larger than either KCPL or UtiliCorp and has more
contiguous and overlapping territories with KCPL than does
UtiliCorp) could generate less savings than the $636 million
projected in the UtiliCorp proposal." The letter points to
extensive analysis done in 1996 to support the $1 billion
projection.
Furthermore, when KCPL argued that Western Resources cannot
get 90% of the KCPL shares tendered in a "hostile situation," it
apparently forgot that its own offer in 1990 for KGE contained
the same requirement, and that its financial advisor, Donaldson,
Lufkin & Jenrette (now UtiliCorp's advisor) said at that time it
was "entirely possible that more than 90% of KGE's outstanding
common and preferred shares will be tendered," even if the offer
remained hostile. The same advisor insisted that statements to
the contrary were "misleading and distorted the likelihood of a
successful acquisition of KGE by KCPL" according to an affidavit
filed by KCPL with the Federal Energy Regulatory Commission.
The letter also pointed KCPL's mischaracterization of the
Western Resources proposal as placing more risk on KCPL
shareholders than the UtiliCorp deal. It pointed out, "declines
in stock price [of UtiliCorp] will also be borne by KCPL
shareholders and ... the magnitude of that decline to KCPL
shareholders will remain unchecked." In contrast "the Western
Resources 'collar' provides assurance to KCPL shareholders that
they will receive $28.00 worth of Western Resources stock as long
as the price of Western Resources stock ranges between $28.43 and
$33.61."
For a copy of the multi-page letter, refuting point-by-point
the 13 areas of misinformation statements by UtiliCorp and KCPL,
contact Michel' Philipp at (913) 575-1927.
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.
A registration statement relating to the Western Resources
securities referred to in these materials has been filed with the
Securities and Exchange Commission but has not yet become
effective. Such securities may not be sold nor may offers to buy
be accepted prior to the time the registration statement becomes
effective. These materials shall not constitute an offer to sell
or the solicitation of an offer to buy nor shall there be any
sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state.