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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 a Party other than the Registrant [X]
Check the appropriate box:
[X]Preliminary Proxy Statement [_Confidential,]for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[_]Definitive Proxy Statement
[_]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, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[_]$125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[_]$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:
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PRELIMINARY COPY--SUBJECT TO COMPLETION
[LOGO] Western Resources(R)
April , 1996
Dear KCPL Shareholder,
On April 14, 1996, Western Resources proposed a merger with KCPL that we
believe is financially superior for KCPL shareholders and better serves the
interests of KCPL's employees, customers and the communities it serves, than
the proposed merger with UtiliCorp. Unfortunately, the KCPL directors, who
collectively own less than 1% of KCPL's stock, have rejected the Western
Resources offer, thereby refusing to let you realize the benefits of that
offer. Instead, the KCPL board of directors is intent on pursuing a merger
with UtiliCorp even though in our view that merger offers you significantly
less value and far lower dividends.
IN ORDER TO PRESERVE YOUR OPPORTUNITY TO CONSIDER THE BEST AVAILABLE OFFER,
WE URGE YOU TO VOTE AGAINST THE PROPOSED UTILICORP TRANSACTION BY SIGNING,
DATING AND RETURNING THE ENCLOSED BLUE PROXY CARD TODAY.
In an effort to provide you--the true owners of KCPL--an opportunity to
maximize the value of your investment in KCPL, Western Resources intends to
commence an exchange offer for each outstanding share of common stock of KCPL
in exchange for common stock of Western Resources in a tax-free transaction.
Enclosed is a copy of the Western Resources Preliminary Prospectus filed with
the Securities and Exchange Commission on April 22, 1996 which sets forth the
terms and conditions of the exchange offer.
WESTERN RESOURCES BELIEVES ITS OFFER IS FINANCIALLY SUPERIOR
Under the Western Resources offer, YOU would receive:
. A SUBSTANTIAL INCREASE IN DIVIDENDS. KCPL shareholders would receive an
indicated annual dividend of between $1.72 and $2.03 per KCPL share,
which would be 10% to 30% higher than KCPL's current annual dividend,
based upon Western Resources' $2.06 current annual dividend.
. A SIGNIFICANT PREMIUM FOR YOUR SHARES. KCPL shareholders would receive
$28.00 worth of Western Resources common stock for each share of KCPL
common stock, subject to certain limitations, a 17% premium over KCPL's
closing price on April 12, 1996, the last trading day prior to the
announcement of our offer.
. A STRONGER FINANCIAL PARTNER. Western Resources currently enjoys an A-
bond rating, compared to UtiliCorp's BBB rating. Furthermore, we project
that a KCPL/Western Resources combination would result in greater
earnings per share for KCPL Shareholders than those forecasted under
either KCPL's stand-alone projections or the projections for a combined
UtiliCorp/KCPL entity.
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The Western Resources proxy statement is neither a request for the tender of
shares of KCPL common stock nor an offer with respect thereto. The exchange
offer will be made only by means of a final Western Resources Prospectus and
the related Letter of Transmittal which will be mailed to you separately.
WESTERN RESOURCES BELIEVES THAT ITS OFFER IS FINANCIALLY SUPERIOR TO THE
PROPOSED TRANSACTION WITH UTILICORP. UNLESS THE PROPOSED TRANSACTION WITH
UTILICORP IS DEFEATED AT THE KCPL ANNUAL MEETING, YOU WILL NOT HAVE THE
OPPORTUNITY TO ACCEPT THE WESTERN RESOURCES OFFER.
THE WESTERN RESOURCES OFFER CREATES A STRONGER COMPANY
Besides the substantial financial benefits to KCPL shareholders, we believe
that our offer is also operationally superior to the proposed transaction with
UtiliCorp with respect to KCPL's employees, customers and the communities it
serves. Among the many advantages of a combination between KCPL and Western
Resources are:
. MORE THAN $1 BILLION IN COST SAVINGS. Based exclusively on public
information relating to KCPL, we have identified aggregate cost savings
of more than $1 billion during the first ten years following completion
of a KCPL/Western Resources merger, which are 64% greater than those
forecasted for the proposed transaction with UtiliCorp. Because
forecasts are based upon certain assumptions about the future, there can
be no assurance that the cost savings will be realized in such amounts
and actual cost savings may be more or less than those projected.
. CIVIC INVOLVEMENT. The level of charitable giving in the greater Kansas
City area from both Western Resources and KCPL will remain no less than
the present combined involvement for at least five years following a
KCPL/Western Resources merger.
. SIGNIFICANTLY LOWER RATES FOR CUSTOMERS. An initial electric rate
reduction of $21 million and cumulative rate reductions of $210 million
for KCPL's retail electric customers in the first ten years following a
KCPL/Western Resources merger. You should be aware that this is a 30%
greater reduction in rates than those in the proposed transaction with
UtiliCorp.
. JOB SECURITY FOR EMPLOYEES. Under Western Resources' offer there will be
no layoffs of any KCPL or Western Resources employees.
2
YOUR VOTE IS ESSENTIAL
IF YOU WANT TO ACCEPT THE WESTERN RESOURCES OFFER, WHICH WE BELIEVE IS
FINANCIALLY SUPERIOR TO THE PROPOSED TRANSACTION WITH UTILICORP, I URGE YOU TO
VOTE THE BLUE PROXY CARD AGAINST THE PROPOSED TRANSACTION WITH UTILICORP.
IF YOU HAVE ALREADY VOTED FOR THE PROPOSED TRANSACTION WITH UTILICORP, IT'S
NOT TOO LATE TO CHANGE YOUR VOTE BY SIMPLY SIGNING, DATING AND RETURNING THE
BLUE PROXY CARD TODAY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
Thank you for your consideration and support.
Sincerely,
/s/ John Hayes
John E. Hayes, Jr.
Chairman of the Board and Chief
Executive Officer
IMPORTANT
If your shares are held in your own name, please sign, date and return
the enclosed BLUE proxy card today. If your shares are held in "Street-
Name" only your broker or bank can vote your shares and only upon receipt
of your specific instructions. Please return the enclosed BLUE proxy to
your broker or bank and contact the person responsible for your account to
ensure that a BLUE proxy is voted on your behalf.
If you have any questions or need assistance in voting your shares
please call Georgeson & Company Inc. toll free at 1-800-223-2064.
3
IMPORTANT VOTING INFORMATION
Only KCPL shareholders of record on April 3, 1996 are entitled to vote.
1. If your shares are held in your own name, please sign, date and return
the enclosed BLUE proxy card in the postage-paid envelope provided
with this letter. If your shares are held in the name of a brokerage
firm, bank or other institution, please sign, date and return the BLUE
proxy card to such brokerage firm, bank or other institution in the
envelope provided by that firm.
2. Please be sure your latest dated proxy is a BLUE card voting AGAINST
the approval and adoption of the UtiliCorp/KCPL Merger Agreement and
the Proposed UtiliCorp/KCPL Transaction.
3. If you have already voted for the UtiliCorp proposal on KCPL's WHITE
proxy card, it is not too late to change your vote--simply sign, date
and return the BLUE proxy card. Only your latest dated proxy will be
counted.
If you have any questions or require any assistance in voting your
shares, please call toll free:
GEORGESON & COMPANY INC.
WALL STREET PLAZA
NEW YORK, NEW YORK 10005
1-800-223-2064
4
PRELIMINARY COPY--SUBJECT TO COMPLETION
APRIL 29, 1996
ANNUAL MEETING OF SHAREHOLDERS
OF
KANSAS CITY POWER & LIGHT COMPANY
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RELATING TO THE PROPOSED MERGER WITH
UTILICORP UNITED INC.
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PROXY STATEMENT
OF
WESTERN RESOURCES, INC.
This Proxy Statement is furnished by Western Resources, Inc. ("Western
Resources") in connection with its solicitation of proxies to be voted at the
annual meeting of shareholders of Kansas City Power & Light Company ("KCPL")
to be held on May 22, 1996 at the Nelson-Atkins Museum of Art, 4525 Oak
Street, Kansas City, Missouri, at 10:00 a.m. local time, and at any
adjournments, postponements or reschedulings thereof (the "Annual Meeting").
This Proxy Statement is first being mailed to KCPL Shareholders (as defined
below) on or about April , 1996.
On April 14, 1996, in a letter to KCPL, Western Resources proposed to the
KCPL board of directors an alternative offer that Western Resources believes
constitutes a far better offer for holders of KCPL's Common Stock ("KCPL
Shareholders"), its employees, customers and the communities it serves, than
the Proposed UtiliCorp/KCPL Transaction (as defined below). Following the
rejection of the April 14 offer, on April 22, 1996, Western Resources
announced its intention to commence an offer (the "Offer") to exchange shares
of common stock, par value $5.00 per share, of Western Resources (the "Western
Resources Common Stock"), for each issued and outstanding share of common
stock, without par value, of KCPL (each, a "Share").
Pursuant to the Offer, each Share will be exchanged for $28.00 worth of
Western Resources Common Stock, subject to certain limitations as set forth
below.
At the Annual Meeting, KCPL Shareholders of record at the close of business
on April 3, 1996 (the "Record Date") will be voting on whether to approve and
adopt, among other things (A) the Agreement and Plan of Merger, dated as of
January 19, 1996, by and among KCPL, UtiliCorp United Inc., a Delaware
corporation ("UtiliCorp") and KC United Corp., a Delaware corporation ("KC
United") (the "UtiliCorp/KCPL Merger Agreement") providing for the merger of
each of KCPL and UtiliCorp with and into KC United, with KC United surviving
(the "Proposed UtiliCorp/KCPL Transaction"), and (B) the Proposed
UtiliCorp/KCPL Transaction, pursuant to which (i) each outstanding Share,
other than any Shares owned by KCPL, UtiliCorp, KC United or any of their
wholly-owned subsidiaries (which shares will be cancelled in the Proposed
UtiliCorp/KCPL Transaction), shall be converted into and become one fully paid
and nonassessable share of common stock, par value $0.01 per share, of KC
United ("KC United Common Stock"), (ii) each outstanding share of common
stock, par value $1.00 per share, of UtiliCorp, other than any shares owned by
KCPL, UtiliCorp, KC United or any of their wholly owned subsidiaries (which
shares will be cancelled in the Proposed UtiliCorp/KCPL Transaction), shall be
converted into and become 1.096 fully paid and nonassessable shares of KC
United Common Stock, and (iii) if the consummation of the Proposed
UtiliCorp/KCPL Transaction shall occur before March 1, 1997, each outstanding
share of UtiliCorp preference stock (cumulative), $2.05 Series, shall be
converted into one share of preferred stock (cumulative), $2.05 Series, of KC
United, provided
that if the consummation of the Proposed UtiliCorp/KCPL Transaction shall
occur after March 1, 1997, such preferred stock of UtiliCorp shall be redeemed
by UtiliCorp prior to or as of the effective time of the Proposed
UtiliCorp/KCPL Transaction.
THIS PROXY STATEMENT IS NEITHER A REQUEST FOR THE TENDER OF SHARES NOR AN
OFFER WITH RESPECT THERETO. THE OFFER WILL BE MADE ONLY BY MEANS OF THE
WESTERN RESOURCES FINAL PROSPECTUS (AS DEFINED BELOW) AND THE RELATED LETTER
OF TRANSMITTAL WHICH WILL BE SEPARATELY MAILED TO KCPL SHAREHOLDERS.
The KCPL directors, who collectively own less than 1% of the outstanding
Shares, have rejected the Western Resources April 14 offer and have refused to
let the KCPL Shareholders realize its benefits. Instead, the KCPL board of
directors is intent on pursuing the Proposed UtiliCorp/KCPL Transaction, even
though in Western Resources' view such transaction offers KCPL Shareholders
significantly less value and far lower dividends.
THE PURPOSE OF THE SOLICITATION MADE BY THIS PROXY STATEMENT (THE "PROXY
SOLICITATION") IS TO ENABLE THE KCPL SHAREHOLDERS TO DECIDE FOR THEMSELVES
WHICH PROPOSAL IS FINANCIALLY SUPERIOR AND TO ACT ACCORDINGLY.
WESTERN RESOURCES URGES YOU TO VOTE AGAINST THE APPROVAL AND ADOPTION OF THE
UTILICORP/KCPL MERGER AGREEMENT AND THE PROPOSED UTILICORP/KCPL TRANSACTION TO
PRESERVE YOUR OPPORTUNITY TO ACCEPT THE WESTERN RESOURCES OFFER, WHICH WESTERN
RESOURCES BELIEVES IS FINANCIALLY SUPERIOR TO THE PROPOSED UTILICORP/KCPL
TRANSACTION.
IF YOU WANT TO ACCEPT THE OFFER, VOTE AGAINST THE APPROVAL AND ADOPTION OF
THE UTILICORP/KCPL MERGER AGREEMENT AND THE PROPOSED UTILICORP/KCPL
TRANSACTION BY SIGNING, DATING AND RETURNING THE ENCLOSED BLUE PROXY CARD
TODAY.
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IMPORTANT
REJECTION OF THE PROPOSED UTILICORP/KCPL TRANSACTION BY THE KCPL
SHAREHOLDERS WILL SATISFY ONE OF THE CONDITIONS OF THE OFFER. IF YOU WANT
TO ACCEPT THE OFFER, WE URGE YOU TO PROMPTLY SIGN, DATE AND MAIL THE
ENCLOSED BLUE PROXY TO VOTE AGAINST THE APPROVAL AND ADOPTION OF THE
UTILICORP/KCPL MERGER AGREEMENT AND THE PROPOSED UTILICORP/KCPL
TRANSACTION.
REJECTION OF THE PROPOSED UTILICORP/KCPL TRANSACTION WILL BE AN
IMPORTANT STEP IN SECURING THE SUCCESS OF THE OFFER.
IF YOU HAVE ALREADY SENT A PROXY TO THE KCPL BOARD OF DIRECTORS IT IS
NOT TOO LATE TO CHANGE YOUR VOTE, YOU MAY REVOKE THAT PROXY AND VOTE
AGAINST THE APPROVAL AND ADOPTION OF THE UTILICORP/KCPL MERGER AGREEMENT
AND THE PROPOSED UTILICORP/KCPL TRANSACTION BY SIGNING, DATING AND MAILING
THE ENCLOSED BLUE PROXY.
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2
INTRODUCTION
On April 14, 1996, in a letter to Mr. A. Drue Jennings, Chairman of the
Board, President and Chief Executive Officer of KCPL, Western Resources
proposed an offer that it believes is financially superior to the Proposed
UtiliCorp/KCPL Transaction. See "Background of The Solicitation--The April 14
Offer and Related Actions" below. Following the rejection of the April 14
offer, on April 22, 1996, Western Resources announced its intention to
commence the Offer to exchange shares of Western Resources Common Stock for
each Share. Pursuant to the Offer, each Share is entitled to receive $28.00
worth of Western Resources Common Stock, subject to certain limitations as set
forth below.
The number of shares of Western Resources Common Stock to be delivered per
Share pursuant to the Offer shall be equal to the quotient (rounded to the
nearest 1/100,000) determined by dividing $28.00 by the average of the high
and low sales prices (the "Western Resources Average Price") of Western
Resources Common Stock on the New York Stock Exchange (the "NYSE") for each of
the twenty consecutive trading days ending with the second trading day
immediately preceding the expiration of the Offer (the "Exchange Ratio"),
provided, that the Exchange Ratio shall not be less than 0.833 nor greater
than 0.985. Pursuant to the Exchange Ratio, each Share would be exchanged for
$28 worth of Western Resources Common Stock if the Western Resources Average
Price was between $28.43 and $33.61. If the Western Resources Average Price
was greater than $33.61 each Share would be exchanged for more than $28 worth
of Western Resources Common Stock and, conversely, if the Western Resources
Average Price was less than $28.43, each Share would be exchanged for less
than $28 worth of Western Resources Common Stock.
Western Resources intends, as soon as practicable after consummation of the
Offer, to acquire the remaining Shares pursuant to a merger with KCPL (the
"Merger") in which each outstanding Share not acquired by Western Resources
pursuant to the Offer would be converted into the right to receive a number of
shares of Western Resources Common Stock equal to the Exchange Ratio. The
Offer will be made solely pursuant to a prospectus filed with the Securities
and Exchange Commission (the "Commission") by Western Resources (the "Western
Resources Final Prospectus") and the related Letter of Transmittal which will
be mailed separately to KCPL Shareholders.
THIS PROXY STATEMENT IS NEITHER A REQUEST FOR THE TENDER OF SHARES NOR AN
OFFER WITH RESPECT THERETO. THE OFFER WILL BE MADE ONLY BY MEANS OF THE
WESTERN RESOURCES FINAL PROSPECTUS AND THE RELATED LETTER OF TRANSMITTAL WHICH
WILL BE SEPARATELY MAILED TO KCPL SHAREHOLDERS.
Completion of the Offer and consummation of the Merger is subject to various
conditions. KCPL Shareholders should read the enclosed copy of the preliminary
prospectus of Western Resources, dated April 22, 1996 (the "Western Resources
Preliminary Prospectus") which sets forth in detail the terms and conditions
of the Offer and the Merger. Regulatory commissions reviewing the Offer and
the Proposed UtiliCorp/KCPL Transaction will be asked to take into account the
greater customer benefits of the Offer when deciding between the applications
for approval. As such, Western Resources believes that it will be able to
obtain the necessary regulatory approvals for the Offer on a timely basis and
in a time frame at least as favorable as that in which UtiliCorp would be able
to obtain the necessary regulatory approvals for the Proposed UtiliCorp/KCPL
Transaction. With the cooperation of KCPL, Western Resources believes that the
Offer and the Merger could be completed by the second quarter of 1997;
otherwise Western Resources believes the Offer and the Merger could be
completed by year-end 1997. In light of what Western Resources believes are
the superior benefits and savings of the Offer, Western Resources does not
believe the Proposed UtiliCorp/KCPL Transaction could be completed prior to
year-end 1997. For a complete description of the conditions of the Offer and
the Merger, see "The Offer--Conditions of the Offer" in the enclosed Western
Resources Preliminary Prospectus.
The KCPL directors, who collectively own less than 1% of the outstanding
Shares, have rejected the April 14 offer and have refused to let the KCPL
Shareholders realize its benefits. Instead, the KCPL directors are intent on
pursuing the Proposed UtiliCorp/KCPL Transaction, even though in Western
Resources' view such transaction offers KCPL Shareholders significantly less
value and far lower dividends. See "Comparison of the Proposals" below.
3
In light of the superior benefits and savings of the Offer, Western
Resources believes that it will be able to obtain the necessary regulatory
approvals for the Offer on a timely basis and that, consequently, the Proposed
UtiliCorp/KCPL Transaction offers no timing advantage over the Offer.
On April 15, 1996, Western Resources filed an application with the KCC
seeking approval of the Merger and a Petition to Intervene in the Proposed
UtiliCorp/KCPL Transaction. On February 2, 1996, KCPL and UtiliCorp jointly
filed with the Missouri Public Service Commission (the "MPSC") and the State
Corporation Commission of the State of Kansas (the "KCC") applications for
approval of the Proposed UtiliCorp/KCPL Transaction. The MPSC and the KCC have
scheduled hearings on the Proposed UtiliCorp/KCPL Transaction to begin,
respectively, on October 7, 1996 and November 12, 1996. On March 29, 1996,
KCPL and UtiliCorp jointly filed with the Federal Energy Regulatory Commission
(the "FERC") an application for approval of the Proposed UtiliCorp/KCPL
Transaction. As of April 29, 1996, the FERC had not set the application for
hearing. See "Comparison of the Proposals--Regulatory Approvals" below.
KCPL Shareholders would lose the benefits of the Offer if they approve the
Proposed UtiliCorp/KCPL Transaction. Thus, Western Resources urges you to vote
against the approval and adoption of the UtiliCorp/KCPL Merger Agreement and
the Proposed UtiliCorp/KCPL Transaction to preserve your opportunity to accept
the Offer, which Western Resources believes is financially superior to the
Proposed UtiliCorp/KCPL Transaction. If the KCPL Shareholders do not vote to
adopt and approve the UtiliCorp/KCPL Merger Agreement and the Proposed
UtiliCorp/KCPL Transaction, Western Resources believes the KCPL directors will
respect your vote and take all necessary action in accordance with their
fiduciary duties to allow the Offer to proceed.
REASONS TO VOTE AGAINST THE PROPOSED UTILICORP/KCPL TRANSACTION
Set forth below are several reasons to vote AGAINST the approval and
adoption of the UtiliCorp/KCPL Merger Agreement and the Proposed
UtiliCorp/KCPL Transaction.
Western Resources believes that the Offer is financially superior for the
KCPL Shareholders to either KCPL remaining independent or KCPL completing the
Proposed UtiliCorp/KCPL Transaction. A summary description of the Proposed
UtiliCorp/KCPL Transaction appears under "Background of the Solicitation--The
UtiliCorp/KCPL Merger Agreement."
Advantages of the Offer and the Merger, as compared to the Proposed
UtiliCorp/KCPL Transaction, include, among others:
. An indicated KCPL annual dividend rate of between $1.72 and $2.03 per
Share, which would be 10% to 30% higher than the KCPL current annual
dividend rate (based upon Western Resources' current annual dividend rate
of $2.06 per share).
. Each KCPL Shareholder would receive $28.00 worth of Western Resources
Common Stock (subject to the limitations described under the caption
"Introduction") in exchange for each Share they own. At the market close
on Friday, April 12, 1996 (the last trading day prior to the announcement
of the April 14 offer), the price of the Western Resources Common Stock
indicated that the April 14 offer would provide a 17% premium over the
Share price on such date.
. The Merger is forecasted to result in greater earnings per share for KCPL
Shareholders than those forecasted under either KCPL's stand-alone
projections or the projections for a combined UtiliCorp/KCPL entity as
derived from the joint proxy statement/prospectus of UtiliCorp and KCPL,
dated April 4, 1996. For forecasted earnings per share data for a
combined Western Resources/KCPL entity, see "Western Resources Unaudited
Forecasted Statement of Income" contained in the Western Resources
Preliminary Prospectus.
. The level of charitable giving in the greater Kansas City area from
Western Resources and KCPL will remain no less than the present combined
involvement for at least five years following the Merger.
4
. A stronger financial partner in Western Resources, which has an A- bond
rating as compared to UtiliCorp's BBB rating.
. Based exclusively on public information relating to KCPL, Western
Resources has identified aggregate cost savings of more than $1 billion
during the first ten years following completion of the Merger, which is
64% greater than those estimated for the Proposed UtiliCorp/KCPL
Transaction. Because forecasts are based upon certain assumptions about
the future, there can be no assurance that the cost savings will be
realized in the amounts referred to herein and actual cost savings may be
more or less than those projected.
. In connection with the combination of Western Resources and KCPL, Western
Resources has proposed an initial electric rate reduction of $21 million
and cumulative rate reductions of $210 million for KCPL retail electric
customers in the first ten years following consummation of the Merger.
KCPL Shareholders should be aware that this is a 30% greater reduction in
rates than those contemplated in the Proposed UtiliCorp/KCPL Transaction.
. No layoffs of any KCPL or Western Resources employees.
A VOTE AGAINST THE APPROVAL AND ADOPTION OF THE UTILICORP/KCPL MERGER
AGREEMENT AND THE PROPOSED UTILICORP/KCPL TRANSACTION WILL SATISFY ONE OF THE
CONDITIONS OF THE OFFER.
One condition of the Offer is that either (i) the KCPL Shareholders have
voted on the approval and adoption of the UtiliCorp/KCPL Merger Agreement and
the Proposed UtiliCorp/KCPL Transaction at a duly held meeting, and such
merger agreement and merger have not been approved and adopted by all
requisite votes or (ii) a KCPL Shareholder vote on such merger agreement and
merger has not occurred and either a record date for such a vote is not in
effect or, if such a record date is in effect, Western Resources is satisfied,
in its sole discretion, that it will have full voting rights as of such record
date with respect to all Shares purchased by it pursuant to the Offer. If the
UtiliCorp/KCPL Merger Agreement and the Proposed UtiliCorp/KCPL Transaction
are rejected by KCPL Shareholders at the Annual Meeting, this condition will
be satisfied. Western Resources does not presently intend to acquire the
Shares pursuant to the Offer unless this condition has been satisfied. Thus, a
vote against the approval and adoption of the UtiliCorp/KCPL Merger Agreement
and the Proposed UtiliCorp/KCPL Transaction moves all KCPL Shareholders closer
to being able to benefit from the Offer.
A VOTE AGAINST THE APPROVAL AND ADOPTION OF THE UTILICORP/KCPL MERGER
AGREEMENT AND THE PROPOSED UTILICORP/KCPL TRANSACTION SENDS A STRONG MESSAGE
TO THE KCPL DIRECTORS THAT YOU WANT TO PRESERVE YOUR OPPORTUNITY TO ACCEPT THE
OFFER, WHICH WESTERN RESOURCES BELIEVES IS FINANCIALLY SUPERIOR TO THE
PROPOSED UTILICORP/KCPL TRANSACTION.
YOU CAN TAKE THESE IMMEDIATE STEPS TO HELP OBTAIN THE MAXIMUM VALUE FOR YOUR
SHARES:
(1) RETURN YOUR BLUE PROXY AGAINST THE APPROVAL AND ADOPTION OF THE
UTILICORP/KCPL MERGER AGREEMENT AND THE PROPOSED UTILICORP/KCPL
TRANSACTION; AND
(2) MAKE YOUR VIEWS KNOWN TO THE KCPL DIRECTORS.
BY TAKING THESE STEPS, YOU WILL GIVE THE KCPL DIRECTORS A CLEAR MESSAGE THAT
THEY SHOULD TAKE ALL NECESSARY STEPS TO REMOVE ALL OBSTACLES TO THE OFFER,
WHICH WESTERN RESOURCES BELIEVES IS FINANCIALLY SUPERIOR TO THE PROPOSED
UTILICORP/KCPL TRANSACTION.
Failure to vote against the approval and adoption of the UtiliCorp/KCPL
Merger Agreement and the Proposed UtiliCorp/KCPL Transaction will not prevent
you from tendering your Shares in the Offer, and a vote against the approval
and adoption of the UtiliCorp/KCPL Merger Agreement and the Proposed
UtiliCorp/KCPL Transaction will not obligate you to tender your Shares in the
Offer. However, your vote against the approval and adoption of the
UtiliCorp/KCPL Merger Agreement and the Proposed UtiliCorp/KCPL Transaction
will help preserve your opportunity to accept the Offer.
5
BACKGROUND OF THE SOLICITATION
PRIOR COMMUNICATIONS WITH KCPL
KCPL and Western Resources have discussed the possibility of a merger at
various times over the last two years. In June 1994, KCPL and Western
Resources exchanged confidential information in connection with preliminary
discussions regarding a possible business combination. KCPL declined Western
Resources' request to present its analysis of the benefits of a merger between
the two companies and the confidential information was returned in August
1994. Discussions and correspondence between Mr. Jennings and Mr. Hayes
relating to a potential merger continued over the next several months.
In February 1995, Mr. Hayes expressed Western Resources' interest in a
combination with KCPL and the synergies and substantial benefits of such a
combination. In March 1995, Mr. Jennings wrote to Mr. Hayes that KCPL had
decided to focus on its current business plan rather than a business
combination with Western Resources. In May 1995, Mr. Hayes sent a letter to
Mr. Jennings again proposing a merger of the two companies. Mr. Hayes also
requested that KCPL outline its interest, requirements or suggestions
regarding a combination. In a letter, Mr. Hayes stressed that Western
Resources strongly preferred a negotiated transaction with KCPL.
On December 14, 1995, Mr. Hayes sent letters to each of Mr. Jennings and Mr.
Green stating that Western Resources believed KCPL and UtiliCorp were in
discussions concerning a possible combination and requesting an opportunity to
meet with Mr. Jennings and Mr. Green regarding a possible combination.
On the day of announcement of the Proposed UtiliCorp/KCPL Transaction, Mr.
Jennings telephoned Mr. Hayes to inform him of this development. Mr. Hayes
offered to meet with Mr. Jennings and discuss the possibility of a combination
with Western Resources, but such offer was declined by Mr. Jennings.
KCPL entered into the UtiliCorp/KCPL Merger Agreement despite the fact that,
as of January 19, 1996, KCPL was aware of Western Resources' continuing
interest in pursuing a combination with KCPL.
THE APRIL 14 OFFER AND RELATED ACTIONS
On April 14, 1996, Mr. Hayes telephoned Mr. Jennings to inform him that he
was having delivered to Mr. Jennings on that afternoon a written proposal to
the KCPL board of directors to acquire all of the outstanding Shares in a
transaction in which each KCPL Shareholder would be entitled to receive for
each Share a number of shares of Western Resources Common Stock equal to the
Exchange Ratio.
Following such telephone conversation Western Resources delivered to Mr.
Jennings and the KCPL directors a letter setting forth such offer which, among
other things, provides a premium of 17% over the Share price of April 12, 1996
(the last trading day prior to such offer) and an indicated annual dividend
rate of $1.98, which is 27% higher than the current KCPL annual dividend rate
taking into account the then-current market prices and Western Resources
current annual dividend rate of $2.06. The letter also pointed out that a
combination with Western Resources would produce over $1 billion in savings
during the ten years following consummation of the merger. On April 15, 1996,
Western Resources filed an Application with the KCC seeking approval of such
combination and a Petition to Intervene in the Proposed UtiliCorp/KCPL
Transaction.
Shortly after delivery of the letter, Western Resources made a public
announcement regarding the delivery of the April 14 letter and released the
letter to the Dow Jones News Service and certain other media outlets.
On April 22, 1996, Mr. Jennings had delivered to Mr. Hayes a letter stating
that the KCPL board of directors had rejected the April 14 offer. After the
delivery of the letter, Mr. Jennings telephoned Mr. Hayes to inform him of the
decision of the KCPL board of directors.
On April 22, 1996, Western Resources announced its intention to commence the
Offer. As part of such announcement, Western Resources also stated that it had
filed this Proxy Statement with the Commission for use
6
in soliciting proxies from KCPL Shareholders against the approval and adoption
of the UtiliCorp/KCPL Merger Agreement and the Proposed UtiliCorp/KCPL
Transaction.
THE UTILICORP/KCPL MERGER AGREEMENT
On January 19, 1996, KCPL and UtiliCorp entered into the UtiliCorp/KCPL
Merger Agreement. The UtiliCorp/KCPL Merger Agreement provides that, if
approved by the shareholders of KCPL and UtiliCorp and upon the satisfaction
or waiver of certain other conditions, including obtaining the requisite
regulatory approvals, KCPL and UtiliCorp will be merged with and into KC
United, with KC United being the surviving corporation. Pursuant to the
UtiliCorp/KCPL Merger Agreement, each outstanding Share (other than any Shares
owned by KCPL, UtiliCorp, KC United or any of their wholly owned subsidiaries)
shall be converted into and become one fully paid and nonassessable share of
KC United Common Stock and each outstanding share of common stock of UtiliCorp
(other than any shares owned by KCPL, UtiliCorp, KC United or any of their
wholly owned subsidiaries) shall be converted into and become 1.096 fully paid
and nonassessable shares of KC United Common Stock. The Proposed
UtiliCorp/KCPL Transaction is subject to certain conditions customary in
transactions in the utility industry, including among others that all
regulatory and shareholder approvals be obtained. The Offer may only be made
by Western Resources after its registration statement relating to the Western
Resources Common Stock to be exchanged in the Offer has been declared
effective by the Commission. Western Resources plans to commence the Offer as
soon as practicable after such time. The Offer will be subject to the terms
and conditions set forth in the enclosed copy of the Western Resources
Preliminary Prospectus, including the regulatory and shareholder approvals
described above. If the UtiliCorp/KCPL Merger Agreement is not approved by the
requisite vote of the holders of Shares, the UtiliCorp/KCPL Merger Agreement
will become terminable at the option of either KCPL or UtiliCorp. According to
the terms of the UtiliCorp/KCPL Merger Agreement, upon such termination, KCPL
would be required to pay to UtiliCorp a termination fee in the amount of $5
million. The terms of the UtiliCorp/KCPL Merger Agreement may also include the
payment of a termination fee of up to an additional $53 million in certain
circumstances.
COMPARISON OF THE PROPOSALS
OFFER PREMIUM AND DIVIDEND IMPACT
Western Resources believes that the Offer is clearly financially superior to
the Proposed UtiliCorp/KCPL Transaction. The indicated annual dividend rate
for KCPL and the closing price per Share on April 12, 1996 (the last trading
day prior to the public announcement of the April 14 offer) were $1.56 and
$23.875, respectively. For the twenty trading days immediately preceding April
12, 1996, the average closing price per Share was $24.956. The Offer provides
a substantial premium to KCPL Shareholders in relation to those levels, as
shown by the following table:
OFFER KCPL SHARE PERCENT
PRICE PRICE DIFFERENTIAL*
------- ---------- -------------
April 12, 1996 (last trading day before
public announcement of the April 14
offer)................................... $28.000 $23.875 17.3%
April 26, 1996 (last trading day prior to
the date of this Preliminary Proxy State-
ment).................................... $28.000 $26.625 5.2%
- --------
* Based on the closing price of Western Resources Common Stock and the Shares
on the indicated dates.
7
In addition, as shown by the following table, the Offer provides greater
immediate dividend accretion to KCPL Shareholders than the Proposed
UtiliCorp/KCPL Transaction, assuming that KC United adopts the current KCPL
dividend policy.
WESTERN CURRENT
RESOURCES/ KCPL
KCPL MERGER ANNUAL
IMPLIED ANNUAL DIVIDEND PERCENT
DIVIDEND RATE** RATE DIFFERENTIAL**
--------------- -------- --------------
April 12, 1996 (last trading day
before public announcement of the
April 14 offer).................... $1.98 $1.56 27.0%
April 26, 1996 (last trading day
before the date of this Preliminary
Proxy Statement)................... $1.92 $1.56 23.2%
- --------
** Based on the current annual dividend rate of $2.06 per share of Western
Resources Common Stock and the closing price of Western Resources Common
Stock and the Shares on the indicated dates. The implied annual dividend
rate per Share will vary depending on the price of Western Resources'
common stock at the time the Exchange Ratio is finally determined. Based on
Western Resources' current annual dividend rate of $2.06 per share, the
indicated annual dividend rate per Share would range from a minimum of
$1.72 to a maximum of $2.03, or from 10% to 30% more than KCPL's current
annual dividend. Western Resources has paid dividends every year since its
formation in 1924 and dividends have been increased every year since 1958
(except for 1975, in which the dividend remained unchanged). Western
Resources does not anticipate any significant change with respect to its
historical dividend practice as a result of the Merger. However, the
declaration of future dividends will depend upon future earnings, the
financial condition of Western Resources and other factors.
The premium and dividend accretion to KCPL Shareholders may change as the
market price of Western Resources Common Stock changes.
POTENTIAL COST SAVINGS
The analyses discussed below include forward looking statements that involve
judgments, assumptions and other uncertainties beyond the control of Western
Resources. As such, there can be no assurance that the cost savings will be
realized in the amounts referred to herein and actual cost savings may be more
or less than those projected. Such judgments, assumptions and uncertainties
are discussed more fully below.
Western Resources believes that the KCPL Shareholders, as well as KCPL's
customers, employees and the communities it serves, would realize benefits
from the Offer and the Merger that are greater than the benefits that would be
realized if KCPL either remains an independent entity or it completes the
Proposed UtiliCorp/KCPL Transaction. Western Resources believes such greater
benefits would be realized through the following operational and structural
synergies:
. Operational coordination--The geographic locations of the respective
service territories of Western Resources and KCPL, which both operate in
eastern Kansas and whose headquarters are within 60 miles of one another,
provide an opportunity to efficiently integrate all aspects of their
utility operations. Western Resources, along with its wholly owned
subsidiary Kansas Gas and Electric Company ("KGE"), already has numerous
substantial electrical interconnections with KCPL. The combined system
would be expected to benefit because it could be operated as part of a
single, larger cohesive system, with virtually no modification needed
with respect to existing generating and transmission facilities, in
contrast to a combined UtiliCorp/KCPL system which would be fragmented
geographically with utility operations in eight states and three foreign
countries. At present, Western Resources and KCPL maintain joint
interests in approximately 2,440 MW of generation capacity that is
operated by either WCNOC (as defined below) or KCPL and accounts for more
than $2 billion in assets.
. Complementary businesses--Western Resources operates a natural gas
distribution business segment that adds substantial value to the combined
company because of the partial co-location of this business with
8
KCPL's electric operations. The nonregulated businesses of Western
Resources and KCPL, such as independent power development, also complement
each other. The combined customer bases of Western Resources and KCPL will
provide more opportunities for earnings growth from other consumer
service-oriented businesses.
. A stronger company and a more diverse service territory--The combined
company would be stronger than a combination of UtiliCorp and KCPL or
Western Resources or KCPL as independent entities. The larger size of a
Western Resources/KCPL combination and the financial strength of Western
Resources' A- credit rating compared with UtiliCorp's BBB rating would
enhance the combined company's flexibility to deal with new industry
developments. In addition, the combined company's service territory would
be more diverse than the service territory of either Western Resources or
KCPL as independent entities. Such size and diversity improve the mix of
commercial, industrial, agricultural and residential customers and reduce
the exposure to changes in economic or climatic conditions in any given
segment of the combined service territory.
. Integrated product and service portfolio--The integration of the gas and
electric business segments would enable the combined company to enhance
the portfolio of products and services available to customers. This
integration of products and services would position Western Resources and
KCPL as providers of comprehensive energy solutions.
. Economic development opportunities--The combined company would be able to
concentrate its economic development programs and activities rather than
pursue parallel paths with respect to potential customers or industry
groups, which would enhance the ability of the combined company to
attract to or retain within Kansas and Missouri such potential customers
or industry groups.
Western Resources believes that available synergies will generate cost
savings in excess of $1 billion to the combined company over a ten-year
period. See "Notes to Unaudited Statements of Income--Cost Savings as
Reflected in the Forecast" in the Western Resources Preliminary Prospectus.
Such estimates are based on a report prepared by Deloitte & Touche Consulting
Group, dated April 1996. Such report is included with the Western Resources
KCC Application (as defined below) and is available to the public from the KCC
which is located at 1500 S.W. Arrowhead Road, Topeka, Kansas 66604. The major
components of the anticipated cost savings are as follows:
Generation
. Integration of dispatching and production operations--The combined
company could obtain fuel savings from joint dispatch of generating
capacity that is not available when the two companies are operated as two
separate systems. Fuel savings result from an improved ability to
schedule and commit each of the base load, intermediate and peaking
facilities of the combined company in a more economically efficient
manner.
. Avoidance or deferral of future capital expenditures--The combined
company would have the ability to reduce future expenditures for
generating capacity by coordinating and optimizing planning for future
resources. The combination of the two companies would result in system
diversity due to differences in the timing of peak demands. This system
makes available amounts of generating capacity which result in the delay
or elimination of additional capacity now planned by the two stand-alone
companies. The delay or elimination of these additional facilities also
reduces the operations and maintenance expense associated with the total
combined generation capacity.
. Integration of generation and technical support functions--The combined
company would be able to eliminate redundant functions in the areas of
generation support, such as system planning and fuels management.
Field Operations
. Integration of distribution operations--The combined company would have
the ability to consolidate certain customer business offices and service
centers in the eastern Kansas area where Western Resources and KCPL have
contiguous service territories. The close proximity of these operations
also enables
9
customer service functions such as service initiation, service scheduling,
etc. to be combined. The close proximity of the two companies would enable
work to be reconfigured and resources to be shared in operations areas and
with respect to customer calls and inquiries.
. Integration of field and technical support functions--The combined
company would be able to eliminate redundant functions in the area of
distribution support, such as engineering, construction, operation and
maintenance.
Purchasing Economies
. Streamlining of inventories and purchasing economies--The combined
company can achieve savings through the centralization of purchasing and
inventory functions related to construction, operation and maintenance at
generating plants, service centers, warehouses and headquarters. The
greater purchasing power and the relative quantity discounts that can be
obtained as a result of the combination of the two companies would
provide additional cost savings.
Corporate and Administrative
. Integration of facilities--The combined company would be able to
consolidate certain duplicative facilities such as corporate headquarters
and provide opportunities to consolidate energy control centers, service
centers and warehouses.
. Integration of corporate management and administrative functions--The
combined company would be able to eliminate redundant functions in the
areas of finance, accounting, purchasing, shareholder relations, human
resources, corporate planning, public relations and administration among
other areas. The payroll costs of such functions are relatively fixed and
do not vary directly with an increase or decrease in the number of
customers served.
. Avoidance of future operating system expenditures--The combined company
would be able to eliminate certain operational expenditures in the area
of management information systems that would be made by each company on a
stand-alone basis. These avoided expenditures relate to operating
systems, such as the customer information and geographic information
systems, that would not be wholly duplicated in the combined company.
Additional expenditures could be reduced through the more efficient
management of investment in other technology areas, such as in personal
computers, mainframe upgrades and backup facilities.
. Concentration of corporate programs and expenditures--The combined
company would integrate corporate and administrative functions, thereby
reducing certain non-labor costs, including insurance, audit and
consulting fees, professional and trade association dues, stock transfer
and other fees, vehicle expenses and various license fees, among others.
Based upon Western Resources' experience from its previous merger with KGE,
in which total payroll costs were significantly reduced without layoffs, and
its knowledge of KCPL, Western Resources believes that the cost savings
outlined above can be similarly achieved without layoffs by employing a
combination of attrition, controlled hiring, retraining, placements in growing
unregulated subsidiaries, early retirements and better management programs
(such as activity standardization and technology substitution).
Anticipated net cost savings from the Offer and the Merger are expected to
exceed $1 billion compared to approximately $636 million (derived from the KC
United Registration Statement (as defined below) and the KCPL/UtiliCorp Joint
Application, Docket No. 194-141-4, filed with the KCC on February 2, 1996)
estimated for the Proposed UtiliCorp/KCPL Transaction over a ten-year period.
Western Resources believes that cost savings will be greater for the Merger
than for the Proposed UtiliCorp/KCPL Transaction due to the scale differences
between the individual companies (Western Resources is 41% larger in terms of
assets than UtiliCorp), the contiguity and overlap of the KCPL and Western
Resources service territories, Western Resources' and KCPL's joint interests
in over $2 billion of generating facilities and the knowledge and experience
10
of Western Resources in identifying and realizing expected cost savings. The
anticipated merger cost savings for each proposed transaction are summarized
below:
ESTIMATED MERGER COST
SAVINGS OVER TEN YEARS
-----------------------------
WESTERN
RESOURCES/KCPL UTILICORP/KCPL
-------------- --------------
($ MILLIONS)
Generation.................................... $ 239 $315
Field Operations.............................. 106 36
Purchasing Economies (non-fuel)............... 239 51
Corporate & Administrative (net of costs to
achieve)..................................... 459 234
------ ----
Total....................................... $1,043 $636
====== ====
Although limited information is available to fully compare each category,
Western Resources believes the above table reflects a reasonable comparison.
While figures for UtiliCorp and KCPL reflect the benefits of complete access
to personnel and detailed data within those companies and the identification
of specific cost savings categories, Western Resources has not had similar
access. Nonetheless, Western Resources believes that upon inspection of
similar data and discussions with KCPL personnel, additional cost savings
categories can be identified.
Because Western Resources was unable to discuss the above analyses with KCPL
and did not have access to substantial material concerning KCPL's operations,
these analyses were necessarily limited in scope. In addition, such analyses
involve judgments and contain forward-looking statements with respect to,
among other things, normal weather conditions, future national and regional
economic and competitive conditions, inflation rates, regulatory treatment,
future financial market conditions, interest rates, future business decisions
and other uncertainties, which, though considered reasonable by Western
Resources, are beyond Western Resources' control and difficult to predict.
Accordingly, there can be no assurance that such cost savings will be
realized, and actual cost savings may vary materially from those set forth
above. In light of the uncertainties inherent in such analyses, the inclusion
of estimated cost savings herein should not be regarded as a representation by
Western Resources or any other person that such cost savings will be achieved.
REGULATORY PLAN
The allocation of the benefits and cost savings outlined above among the
shareholders of Western Resources and KCPL and their respective customers will
depend on the extent by which the rates of Western Resources and KCPL are
adjusted to reflect such benefits. Although no assurances can be given,
Western Resources anticipates that such adjustments will occur through
approval of a regulatory plan (the "Regulatory Plan") that Western Resources
has proposed in its application to the KCC seeking approval of the Offer and
the Merger. The Regulatory Plan includes the following components:
. An initial rate reduction of $21 million for cumulative rate reductions
of $210 million for KCPL's retail electric customers in the first 10
years following the Merger. This is a 30% greater reduction in rates than
in the Proposed UtiliCorp/KCPL Transaction.
. An initial rate reduction of $10 million and a cumulative rate reduction
of $100 million for KGE's retail electric customers in the first ten
years following the Merger.
. A five-year moratorium on electric rate increases for KCPL, KPL (as
defined below), and KGE retail customers.
The Regulatory Plan also includes Western Resources' current proposed rate
reduction for KGE which reduces retail electric rates by $8.7 million annually
beginning in August 1996, compounding to $60.9 million at the end of seven
years (the "KGE Rate Plan"). The KGE Rate Plan also provides for acceleration
of annual depreciation by $50 million for Wolf Creek (as defined below) for
each of the next seven years and reduces
11
depreciation by $11 million for certain other electric utility assets to
reflect a more appropriate useful life for these properties. In addition, the
Regulatory Plan contemplates additional depreciation of Wolf Creek at the rate
of $50 million per year for five years after completion of the KGE Rate Plan.
However, there can be no assurance that the Regulatory Plan will be
implemented as described herein. In addition, Western Resources reserves the
right to propose changes to the Regulatory Plan, including changes resulting
from additional information about KCPL becoming available to Western
Resources.
REGULATORY APPROVALS
Regulatory commissions reviewing the Offer and the Proposed UtiliCorp/KCPL
Transaction will be asked to take into account the greater customer benefits
of the Offer when deciding between the applications for approval.
The consummation of the Offer and the Merger and the Proposed UtiliCorp/KCPL
Transaction both would be subject to approval of the KCC, the MPSC, the
Nuclear Regulatory Commission (the "NRC") and the FERC and the expiration or
termination of the applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, and certain other
miscellaneous filings. These are the only material regulatory approvals
required to effect the Offer and the Merger. By contrast, in addition to all
of the foregoing required regulatory approvals, the Proposed UtiliCorp/KCPL
Transaction would also require approvals from utility regulators in Colorado,
Iowa, Michigan, Minnesota, West Virginia and British Columbia and governmental
approvals in Australia and New Zealand.
On February 2, 1996, KCPL and UtiliCorp jointly filed with the MPSC and the
KCC applications for approval of the Proposed UtiliCorp/KCPL Transaction. The
MPSC and the KCC have scheduled hearings on the Proposed UtiliCorp/KCPL
Transaction to begin, respectively, on October 7, 1996 and November 12, 1996.
On March 29, 1996, KCPL and UtiliCorp jointly filed with the FERC an
application for approval of the Proposed UtiliCorp/KCPL Transaction. As of
April 22, 1996, the FERC had not set the application for hearing.
On April 15, 1996, Western Resources filed an application with the KCC
seeking approval of the Merger and a Petition to Intervene in the Proposed
UtiliCorp/KCPL Transactions (the "Western Resources/KCC Application").
In light of the superior value of the Offer and the benefits of the
Regulatory Plan described above, Western Resources believes that it will be
able to obtain the necessary regulatory approvals for the Offer on a timely
basis and in a time frame at least as favorable as that in which UtiliCorp
would be able to obtain the necessary regulatory approvals for the Proposed
UtiliCorp/KCPL Transaction. Accordingly, Western Resources believes that the
Proposed UtiliCorp/KCPL Transaction offers no timing advantage over the Offer.
MATERIAL CONTACTS BETWEEN KCPL AND WESTERN RESOURCES
KGE, a wholly owned subsidiary of Western Resources, and KCPL have joint
interests in the LaCygne Station (a coal-fired station consisting of two
generating units aggregating approximately 1,344 MW capacity) and the Wolf
Creek Generating Station ("Wolf Creek") (a nuclear powered generating station
of approximately 1,166 MW capacity). KGE and KCPL are joint owners of the Wolf
Creek Nuclear Operating Corporation ("WCNOC") which operates Wolf Creek.
Western Resources, KGE and KCPL are members of the MOKAN and Southwest Power
Pools and in the normal course of business make purchases and sales of power
to each other. KCPL leases a 345 kv transmission line from Wolf Creek to
LaCygne Station from KGE. Western Resources, KGE and KCPL from time to time in
the normal course of business enter into agreements or arrangements with
respect to their business operations.
WESTERN RESOURCES
Western Resources and its wholly owned subsidiaries include KPL, a rate-
regulated electric and gas division of Western Resources ("KPL"), KGE, a rate-
regulated utility and wholly owned subsidiary of Western
12
Resources, Westar Capital, Inc., Westar Consumer Services, Inc., Westar
Business Services, Inc., and The Wing Group, Inc., non-utility subsidiaries,
and Mid Continent Market Center, Inc., a regulated gas transmission service
provider. KGE owns 47% of Wolf Creek Nuclear Operating Corporation, the
operating company for Wolf Creek.
Western Resources is engaged principally in the production, purchase,
transmission, distribution and sale of electricity and the delivery and sale
of natural gas. Western Resources serves approximately 601,000 electric
customers in eastern and central Kansas and approximately 648,000 natural gas
customers in Kansas and northeastern Oklahoma. Western Resources' non-utility
subsidiaries market natural gas primarily to large commercial and industrial
customers, provide electronic security services and provide other energy-
related products and services.
Western Resources owns 30,800,000 common shares, par value $.10 per share
(the "ADT Shares"), of ADT Limited, a corporation organized under the laws of
Bermuda ("ADT") representing 23.9% of the ADT Shares and as such applies the
equity method of accounting. Western Resources holds the ADT Shares for
investment purposes and continually reviews its investment in ADT and, based
on its evaluation of market conditions, applicable regulatory requirements,
ADT's business prospects and future developments, it may from time to time
determine to increase or decrease its equity position in ADT.
Western Resources was incorporated under the laws of the State of Kansas in
1924. Western Resources' corporate headquarters is located at 818 Kansas
Avenue, Topeka, Kansas 66612 and its telephone number is (913) 575-6300.
Western Resources is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information
with the Securities and Exchange Commission. Reports, proxy statements and
other information filed by Western Resources with the Commission may be
inspected and copied at the public reference facilities maintained by the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549 and at the public reference facilities in the Commission's Regional
Offices at Seven World Trade Center, 13th Floor, New York, New York 10048 and
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Copies of information may be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. The Western Resources Common Stock is listed and traded on the NYSE.
Reports, proxy statements and other information filed by Western Resources and
KCPL with the Commission may be inspected at the offices of the NYSE, 20 Broad
Street, New York, New York 10005.
Certain information concerning the directors and executive officers of
Western Resources and other representatives of Western Resources who may
solicit proxies from KCPL Shareholders is set forth in Annex A hereto. Certain
information concerning the Shares held by the persons described in the
preceding sentence and by Western Resources, and certain transactions between
any of them and KCPL, is set forth in Annex B hereto.
VOTING OF PROXY CARDS
GENERAL
Only KCPL Shareholders of record on the record date are eligible to submit a
proxy. Therefore, any KCPL Shareholder owning Shares held in the name of a
brokerage firm, bank, or other institution should sign, date and return the
BLUE proxy card to such brokerage firm, bank or other institution in the
envelope provided by that firm. The accompanying BLUE proxy card will be voted
in accordance with the KCPL Shareholder's instructions on such BLUE proxy
card.
REVOCATION OF PROXIES
An executed proxy may be revoked at any time prior to its exercise by
submitting another proxy with a later date, by appearing in person at the
Annual Meeting and voting or by sending a written, signed, dated
13
revocation which clearly identifies the proxy being revoked to either (a)
Western Resources in care of Georgeson & Company, Inc., Wall Street Plaza, New
York, New York 10005, or (b) the principal executive offices of KCPL at 1201
Walnut, Kansas City, Missouri 64106-2124. A revocation may be in any written
form validly signed by the record holder as long as it clearly states that the
proxy previously given is no longer effective. Western Resources requests that
a copy of any revocation sent to KCPL also be sent to Western Resources in
care of Georgeson & Company, Inc. at the above address so that Western
Resources may more accurately determine if and when proxies have been received
from the holders of record on the Record Date of one-third of the Shares then
outstanding.
IF YOU HAVE ALREADY SENT A PROXY CARD TO THE KCPL DIRECTORS, YOU MAY REVOKE
THAT PROXY AND VOTE AGAINST THE ADOPTION AND APPROVAL OF THE UTILICORP/KCPL
MERGER AGREEMENT AND THE PROPOSED UTILICORP/KCPL TRANSACTION BY SIGNING,
DATING AND RETURNING THE ENCLOSED BLUE PROXY CARD. THE LATEST DATED PROXY IS
THE ONLY ONE THAT COUNTS.
MATTERS TO BE VOTED ON AT THE ANNUAL MEETING
UtiliCorp/KCPL Merger Agreement and the Proposed UtiliCorp/KCPL Transaction
KCPL Shareholders (i) may vote against the approval and adoption of the
UtiliCorp/KCPL Merger Agreement and the Proposed UtiliCorp/KCPL Transaction or
(ii) may withhold their vote or (iii) may vote for such approval and adoption
by marking the proper box on the BLUE proxy and signing, dating and returning
it promptly in the enclosed postage-paid envelope. If a KCPL Shareholder
returns a BLUE proxy card that is signed, dated and not marked, that KCPL
Shareholder will be deemed to have voted against approval and adoption of the
UtiliCorp/KCPL Merger Agreement and the Proposed UtiliCorp/KCPL Transaction.
According to the joint proxy statement/prospectus of UtiliCorp and KCPL (the
"UtiliCorp/KCPL Joint Proxy Statement") contained in the Registration
Statement on Form S-4 filed by KC United with the Commission on April 4, 1996
(the "KC United Registration Statement"), under the Missouri General and
Business Corporation Law (the "MGBCL"), the Restated Articles of Consolidation
of KCPL, the bylaws of KCPL and the rules of the NYSE, as applicable, the
approval and adoption of the UtiliCorp/KCPL Merger Agreement and the Proposed
UtiliCorp/KCPL Transaction requires the affirmative vote of two-thirds of all
outstanding Shares entitled to vote as of the Record Date. Please keep in mind
that under the MGBCL, the failure to vote, abstentions and broker non-votes
will have the same effect as votes cast against approval and adoption of the
UtiliCorp/KCPL Merger Agreement and the Proposed UtiliCorp/KCPL Transaction.
WESTERN RESOURCES URGES YOU TO VOTE AGAINST THE APPROVAL AND ADOPTION OF THE
UTILICORP/KCPL MERGER AGREEMENT AND THE PROPOSED UTILICORP/KCPL TRANSACTION TO
PRESERVE YOUR OPPORTUNITY TO ACCEPT THE WESTERN RESOURCES OFFER, WHICH WESTERN
RESOURCES BELIEVES IS FINANCIALLY SUPERIOR TO THE PROPOSED UTILICORP/KCPL
TRANSACTION.
IF YOU WANT TO ACCEPT THE OFFER, VOTE AGAINST THE APPROVAL AND ADOPTION OF
THE UTILICORP/KCPL MERGER AGREEMENT AND THE PROPOSED UTILICORP/KCPL
TRANSACTION BY SIGNING, DATING AND RETURNING THE ENCLOSED BLUE PROXY CARD
TODAY.
Approval of Other Proposals to be Considered at the Annual Meeting
As set forth in the UtiliCorp/KCPL Joint Proxy Statement, at the Annual
Meeting, Shareholders will be asked to approve (in addition to the
UtiliCorp/KCPL Merger Agreement and the Proposed UtiliCorp/KCPL Merger) (i)
the "Newco Stock Incentive Plan" (as defined in the UtiliCorp/KCPL Joint Proxy
Statement), (ii) the "Newco Management Incentive Compensation Plan" (as
defined in the UtiliCorp/KCPL Joint Proxy
14
Statement), (iii) the election of nine director candidates named in the
UtiliCorp/KCPL Joint Proxy Statement, (iv) the KCPL directors' appointment of
Coopers & Lybrand, L.L.P. as independent public accountants (collectively, the
"Other Proposals"), and (v) such other matters as may properly come before the
Annual Meeting or any adjournment or postponement thereof. Western Resources
is not making any recommendations on the Other Proposals.
The accompanying BLUE proxy card will be voted in accordance with your
instructions on such card. You may vote for approval of one or all of the
Other Proposals, or vote against, or abstain from voting on, the approval of
each Other Proposal, by marking the proper box on the BLUE proxy card. IF NO
MARKING IS MADE, YOU WILL BE DEEMED TO HAVE GIVEN A DIRECTION TO ABSTAIN FROM
VOTING THE SHARES REPRESENTED BY THE BLUE PROXY CARD WITH RESPECT TO THE
APPROVAL OF ANY OF THE OTHER PROPOSALS.
Other Proposals
EXCEPT AS SET FORTH ABOVE, WESTERN RESOURCES IS NOT AWARE OF ANY PROPOSALS
TO BE BROUGHT BEFORE THE ANNUAL MEETING. SHOULD OTHER PROPOSALS BE BROUGHT
BEFORE THE ANNUAL MEETING, THE PERSONS NAMED ON THE BLUE PROXY CARD WILL
ABSTAIN FROM VOTING ON SUCH PROPOSALS UNLESS SUCH PROPOSALS ADVERSELY AFFECT
THE INTERESTS OF WESTERN RESOURCES AS DETERMINED BY WESTERN RESOURCES IN ITS
SOLE DISCRETION, IN WHICH EVENT SUCH PERSONS WILL VOTE ON SUCH PROPOSALS AT
THEIR DISCRETION.
DISSENTERS' RIGHTS
According to the UtiliCorp/KCPL Joint Proxy Statement, under the MGBCL each
holder of Shares who dissents from the Proposed UtiliCorp/KCPL Transaction has
the right to have the fair value of such Shares appraised by judicial
determination and paid in cash. In order to perfect such dissenters' rights,
holders of Shares must comply with the procedural requirements of the MGBCL,
including, without limitation, filing a written objection to the Proposed
UtiliCorp/KCPL Transaction with KCPL prior to the KCPL Shareholders meeting at
which the UtiliCorp/KCPL Merger Agreement and the Proposed UtiliCorp/KCPL
Transaction will be voted upon, not voting in favor of such merger agreement
and merger and, within twenty days after the effective time of such merger,
making a written demand of KC United for payment of the fair value of the
Shares held by such KCPL Shareholder. A proxy marked "Against" the Proposed
UtiliCorp/KCPL Transaction will not be deemed to be a written notice of
objection to the Proposed UtiliCorp/KCPL Transaction. A proxy marked "Against"
or "Abstain" or a KCPL Shareholder's failure to vote with respect to the
Proposed UtiliCorp/KCPL Transaction will suffice as not voting in favor of the
Proposed UtiliCorp/KCPL Transaction.
OWNERSHIP OF SHARES
According to the UtiliCorp/KCPL Joint Proxy Statement, (i) each Share is
entitled to one vote on the UtiliCorp/KCPL Merger Agreement and the Proposed
UtiliCorp/KCPL Transaction, (ii) as of the Record Date, 61,902,083 Shares were
outstanding and (iii) the UtiliCorp/KCPL Merger Agreement and the Proposed
UtiliCorp/KCPL Transaction must be approved and adopted by two-thirds of the
Shares entitled to vote at the Annual Meeting.
According to the UtiliCorp/KCPL Joint Proxy Statement, KCPL directors are
elected by cumulative voting, which means that each KCPL Shareholder has a
total vote equal to the number of shares owned multiplied by the number of
directors to be elected. These votes may be divided among all nominees equally
or may be voted for one or more of the nominees, either in equal or unequal
amounts, as the KCPL Shareholder may elect. In the event that votes for
certain director nominees are withheld, those votes will be distributed among
the remaining
15
director nominees. Withholding authority to vote for all director nominees has
the effect of abstaining from voting for any director nominees. If no
instructions are given, the Shares will be voted equally for the election of
all directors.
According to the UtiliCorp/KCPL Joint Proxy Statement, proposals of KCPL
Shareholders intended to be presented at the 1997 KCPL Annual Meeting must be
received at KCPL's Corporate Secretary's Office on or before December 9, 1996
for consideration for inclusion in the proxy statement and form of proxy
relating to that meeting.
For information relating to the ownership of Shares by the current directors
and executive officers of KCPL, see Annex C hereto. According to the
UtiliCorp/KCPL Joint Proxy Statement, management of KCPL has no knowledge of
any person who owns beneficially more than 5% of KCPL Common Stock.
The information concerning KCPL and the Proposed UtiliCorp/KCPL Transaction
contained in this Proxy Statement (including Annex C hereto) has been taken
from or is based upon documents and records on file with the Commission and
other publicly available information. Western Resources has no knowledge that
would indicate that statements relating to KCPL contained in this Proxy
Statement in reliance upon publicly available information are inaccurate or
incomplete. Western Resources, however, has not been given access to the books
and records of KCPL, was not involved in the preparation of such information
and statements, and is not in a position to verify, or make any representation
with respect to the accuracy of, any such information or statements.
The UtiliCorp/KCPL Joint Proxy Statement contains additional information
concerning the Shares, beneficial ownership of the Shares by, and other
information concerning, KCPL's directors and officers, compensation paid to
executive officers, and the principal holders of Shares.
SOLICITATION OF PROXIES
Proxies will be solicited by mail, telephone, telegraph, telex, telecopier
and advertisement and in person. Solicitation may be made by directors,
executive officers and other representatives of Western Resources. See Annex A
hereto for a listing of such persons.
The entire expense of Western Resources' solicitation of proxies for the
Annual Meeting is being borne by Western Resources. Western Resources has
retained Georgeson & Company Inc. ("Georgeson") to assist and to provide
advisory services in connection with this Proxy Solicitation for which
Georgeson will be paid a customary fee of not more than $250,000 and will be
reimbursed for reasonable out-of-pocket expenses. Western Resources will
indemnify Georgeson against certain liabilities and expenses in connection
with the Proxy Solicitation, including liabilities under the federal
securities law.
Banks, brokerage houses and other custodians, nominees and fiduciaries will
be requested to forward the solicitation materials to the beneficial owners of
Shares for which they hold of record, and Western Resources will reimburse
them for their reasonable out-of-pocket expenses.
Pursuant to a letter agreement dated September 5, 1995, as amended (the
"Letter Agreement"), Salomon Brothers Inc ("Salomon") is providing certain
financial advisory services to Western Resources in connection with the Offer,
including, among other things, the Proxy Solicitation. Under the Letter
Agreement, Western Resources has agreed to pay Salomon for its financial
advisory services (including services as Dealer Manager) in connection with
the Offer a financial advisory fee of (i) $400,000 upon execution of the
Letter Agreement, (ii) $500,000 upon public announcement of the Offer and
(iii) up to an additional $6,000,000 (less amounts paid or payable described
in (ii) above) upon Western Resources' acquisition of more than 20% of the
outstanding Shares of KCPL or upon the consummation of the Merger. Western
Resources has also agreed to reimburse Salomon for its reasonable out-of-
pocket expenses, including the fees and expenses of its legal counsel incurred
in connection with its engagement, and has agreed to indemnify each of Salomon
and certain related persons and
16
entities against certain liabilities and expenses in connection with Salomon's
engagement, including certain liabilities under the federal securities laws.
In connection with Salomon's engagement as financial advisor, Western
Resources anticipates that certain employees of Salomon may communicate in
person, by telephone or otherwise with a limited number of institutions,
brokers or other persons who are KCPL Shareholders for the purpose of
assisting in the Proxy Solicitation. Salomon will not receive any fee for or
in connection with such solicitation activities by its employees apart from
the fees it is otherwise entitled to receive as described above.
In addition to the fees to be received by Salomon in connection with its
engagement as financial advisor to Western Resources, Salomon has in the past
rendered various investment banking and financial advisory services for
Western Resources for which it has received customary compensation. The
expenses related to the Proxy Solicitation will be borne by Western Resources.
Western Resources does not intend to seek reimbursement of its expenses
related to the Proxy Solicitation from KCPL whether or not the Proxy
Solicitation is successful.
If you have any questions concerning this Proxy Solicitation or the
procedures to be followed to execute and deliver a proxy, please contact
Georgeson & Company Inc. at the address or phone number specified below.
YOUR PROXY AND PROMPT ACTION ARE IMPORTANT. YOU ARE URGED TO GRANT YOUR
PROXY BY SIGNING, DATING AND RETURNING THE ENCLOSED BLUE PROXY CARD TODAY.
Western Resources, Inc.
April , 1996
GEORGESON & COMPANY INC.
WALL STREET PLAZA
NEW YORK, NEW YORK 10005
1-800-223-2064
17
ANNEX A
INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS
OF WESTERN RESOURCES AND OTHER REPRESENTATIVES OF
WESTERN RESOURCES WHO MAY SOLICIT PROXIES
The following tables set forth the name, business address and the present
principal occupation or employment, and the name, principal business and
address of any corporation or other organization in which such employment is
carried on, of the directors and executive officers of Western Resources and
other representatives of Western Resources who may solicit proxies from KCPL
Shareholders.
DIRECTORS AND EXECUTIVE OFFICERS OF WESTERN RESOURCES
PRESENT POSITION WITH WESTERN RESOURCES OR OTHER
NAME AND BUSINESS ADDRESS PRINCIPAL OCCUPATION OR EMPLOYMENT
- ------------------------- ----------------------------------------------------------------------------
Frank J. Becker.......... Director, Western Resources; President, Becker Investments, Inc., El Dorado,
Becker Investments, Inc. Kansas.
4840 W. 15th, Suite 1011
Lawrence, KS 66049-
3862
Gene A. Budig............ Director, Western Resources; President, American League of Professional
American League Baseball Clubs, New York, New York.
of Professional
Baseball Clubs
350 Park Avenue
New York, NY 10022
Charles Q. Chandler...... Director, Western Resources; Chairman of the Board, INTRUST Financial
INTRUST Bank Corporation, Wichita, Kansas.
105 N. Main Street
Wichita, KS 67202
Thomas R. Clevenger...... Director, Western Resources; Investments, Wichita, Kansas.
818 Kansas Avenue
Topeka, KS 66612
Jerry D. Courington...... Controller, Western Resources.
Western Resources, Inc.
818 Kansas Avenue
Topeka, KS 66612
John C. Dicus............ Director, Western Resources; Chairman of the Board and Chief Executive
Capitol Federal Savings Officer, Capitol Federal Savings and Loan Association, Topeka, Kansas.
700 Kansas Avenue
Topeka, KS 66603
John E. Hayes, Jr........ Director, Chairman of the Board and Chief Executive Officer,
Western Resources, Inc. Western Resources.
818 Kansas Avenue
Topeka, KS 66612
David H. Hughes.......... Director, Western Resources; Retired Vice Chairman, Hallmark Cards, Inc.,
Western Resources, Inc. Kansas City, Missouri.
818 Kansas Avenue
Topeka, KS 66612
A-1
PRESENT POSITION WITH WESTERN RESOURCES OR OTHER
NAME AND BUSINESS ADDRESS PRINCIPAL OCCUPATION OR EMPLOYMENT
- ------------------------- ------------------------------------------------
Steven L. Kitchen............. Executive Vice President and Chief Financial
Western Resources, Inc. Officer, Western Resources.
818 Kansas Avenue
Topeka, KS 66612
Carl M. Koupal, Jr............ Executive Vice President and Chief
Western Resources, Inc. Administrative Officer, Western Resources.
818 Kansas Avenue
Topeka, KS 66612
Russell W. Meyer, Jr.......... Director, Western Resources; Chairman and Chief
Cessna Aircraft Company Executive Officer, Cessna Aircraft Company,
One Cessna Blvd. Wichita, Kansas.
Wichita, KS 67215
John H. Robinson.............. Director, Western Resources; Chairman Emeritus,
Black & Veatch Black & Veatch, Kansas City, Missouri.
8400 Ward Parkway
Kansas City, MO 64114
John K. Rosenberg............. Executive Vice President and General Counsel of
Western Resources, Inc. Western Resources.
818 Kansas Avenue
Topeka, KS 66612
Louis W. Smith................ Director, Western Resources; President and Chief
Ewing Marion Kauffman Operating Officer, Ewing Marion Kauffman Foundation
Foundation
4900 Oak Street
Kansas City, MO 64112-2776
Susan M. Stanton.............. Director, Western Resources; President and Chief
Payless Cashways, Inc. Operating Officer, Payless Cashways, Inc.,
2300 Main Street Kansas City, Missouri.
Kansas City, MO 64108
Kenneth J. Wagnon............. Director, Western Resources; President, Capital
Capital Enterprises, Inc. Enterprises, Inc., Wichita, Kansas.
300 N. Main, Suite 201
Wichita, KS 67202
David C. Wittig............... Director, President, Western Resources.
Western Resources, Inc.
818 Kansas Avenue
Topeka, KS 66612
A-2
OTHER REPRESENTATIVES OF WESTERN RESOURCES WHO MAY SOLICIT PROXIES
NAME AND BUSINESS ADDRESS
(UNLESS OTHERWISE INDICATED,
THE BUSINESS ADDRESS IS
WESTERN RESOURCES, INC., 818
KANSAS AVENUE, PRESENT POSITION WITH WESTERN RESOURCES OR OTHER
TOPEKA, KS 66612) PRINCIPAL OCCUPATION OR EMPLOYMENT
---------------------------- ------------------------------------------------
Bruce A. Akin................ Manager, Planning and Analysis.
Donald W. Bartling........... General Manager, KPL Customer Action Center.
Annette M. Beck.............. Director, Strategic Planning/R&D.
Robin D. Brown............... Shareholder Services Representative.
Fred M. Bryan................ President, KPL.
Bruce R. Burns............... Manager, Shareholder Services.
James T. Clark............... Vice President, Management Information Systems
and Telecommunications.
Michael D. Clark............. Controller, Westar Business Services, Inc.
C. Bob Cline................. President, Westar Capital, Inc.
Gay V. Crawford.............. Financial Communications Specialist.
Carol E. Deason.............. Director, Ad Valorem Tax.
Roderick S. Donovan.......... Vice President, Westar Business Services, Inc.
William G. Eliason........... Vice President, Gas Service.
Michael L. Faler............. General Manager, KPL Community Relations.
Lori A. Finney............... Director, Developmental Analysis.
Kelly D. Foley............... Shareholder Services System Administrator.
Catherine A. Forbes.......... Director, Advertising and Promotions.
Shari L. Gentry.............. Shareholder Services Assistant.
Duane D. Goertz.............. Database Administrator.
Greg A. Greenwood............ Financial Analyst.
Thomas L. Grennan............ Vice President, Generation Services.
Richard M. Haden............. Executive Vice President, Field Services.
Kelly B. Harrison............ Director, Revenue and Forecasting.
Douglas J. Henry............. Director, Wichita Operations.
Clyde R. Hill................ Director, Data & Voice Networks.
Anita J. Hunt................ Director, Internal Audit.
Executive Vice President, Electric Transmission
Norman E. Jackson............ and Engineering Services.
Hal L. Jensen................ Vice President, Westar Security Services, Inc.
Wayne Kitchen................ Director, Environmental Services & Industrial
Hygiene.
Robert J. Knott.............. Financial Analyst.
Richard D. Kready............ Director, Investor Relations.
James J. Ludwig.............. Executive Director, Regulatory Affairs.
James A. Martin.............. Vice President, Finance.
Ira W. McKee, Jr............. Executive Director, Human Resources & Benefits.
Hans E. Mertens.............. Vice President, Electric Transmission Services.
Steven A. Millstein.......... President, Westar Consumer Services, Inc.
Westar Consumer Services,
Inc.
818 Kansas Avenue
Topeka, KS 66612
William B. Moore............. Chairman of the Board and President, KGE.
Kansas Gas and Electric Com-
pany
120 East First Street
Wichita, KS 67201
A-3
NAME AND BUSINESS ADDRESS
(UNLESS OTHERWISE INDICATED,
THE BUSINESS ADDRESS
IS WESTERN RESOURCES, INC.,
818 KANSAS AVENUE, PRESENT POSITION WITH WESTERN RESOURCES OR OTHER
TOPEKA, KS 66612) PRINCIPAL OCCUPATION OR EMPLOYMENT
---------------------------- ------------------------------------------------
David R. Phelps.............. Director, Coal-Fired Power Plants.
Michel' J. Philipp........... Director, Corporate Communications.
Marcus J. Ramirez............ Drug Program Coordinator.
Susan K. Reese............... Shareholder Services Coordinator.
Carl A. Ricketts............. Vice President, Labor.
Robert L. Rives.............. Retired Executive Vice President.
557 N. Rutland Road
Wichita, KS 67206
David E. Roth................ Vice President, Human Resources.
Mark A. Ruelle............... Vice President, Corporate Development.
Edward H. Schaub............. Vice President, Government Affairs.
Denise A. Schumaker.......... Financial Analyst.
Glen A. Scott, Jr. .......... Executive Director, Customer Relations.
Rita A. Sharpe............... Vice President, Westar Business Services, Inc.
Thomas E. Shea............... Treasurer.
Rechell L. Smith............. Shareholder Services Representative.
Carolyn A. Starkey........... Financial Analyst.
Richard D. Terrill........... Corporate Secretary.
C.W. Underkofler............. Director of Economic Development.
Leroy P. Wages............... Assistant Controller.
Lisa A. Walsh................ Director, Consumer Products.
Don W. Whitlock.............. Director, Financial Services.
Judith A. Wilt............... Shareholder Services Representative.
James N. Wishart............. Director, Gas-Fired Plants.
Gregory M. Wright............ Director Sales, Westar Business Services, Inc.
Kenneth T. Wymore............ President, Westar Business Services, Inc.
Salomon Brothers Inc
Gregg S. Polle............... Managing Director, Salomon Brothers Inc
Salomon Brothers Inc
7 World Trade Center
New York, NY 10048
Arthur H. Tildesley, Jr...... Director, Salomon Brothers Inc
Salomon Brothers Inc
7 World Trade Center
New York, NY 10048
Terence G. Kawaja............ Vice President, Salomon Brothers Inc
Salomon Brothers Inc
7 World Trade Center
New York, NY 10048
Anthony R. Whittemore........ Associate, Salomon Brothers Inc
Salomon Brothers Inc
7 World Trade Center
New York, NY 10048
A-4
ANNEX B
SHARES HELD BY WESTERN RESOURCES, ITS DIRECTORS AND EXECUTIVE OFFICERS AND
CERTAIN EMPLOYEES AND OTHER REPRESENTATIVES OF WESTERN RESOURCES WHO MAY ALSO
SOLICIT PROXIES, AND CERTAIN TRANSACTIONS BETWEEN ANY OF THEM AND KCPL
As of the date of this Proxy Statement, Western Resources has no security
holdings in KCPL. Western Resources director Susan M. Stanton serves as co-
trustee of two trusts, which beneficially own 7,900 shares of KCPL Common
Stock respectively. No trading activity has occurred with respect to any of
such stock during the last two years.
Robert L. Rives, a person who will solicit proxies, is the beneficial owner
of 500 shares of KCPL Common Stock.
Other than as set forth above, as of the date of this Proxy Statement,
neither Western Resources nor any of its Directors, Executive Officers or
other Representatives or Employees of Western Resources who may also 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.
Salomon engages in a full range of investment banking, securities trading,
market-making and brokerage services for institutional and individual clients.
In the ordinary course of its business, Salomon may actively trade the
securities of KCPL for its own account and the accounts of its customers and,
accordingly, may at any time hold a long or short position in such securities.
As of April 19, 1996, Salomon did not hold any position with respect to the
Shares. Salomon does not admit that it or any of its directors, officers,
employees or affiliates is a "participant," as defined in Schedule 14A
promulgated under the Exchange Act by the Commission, in the solicitation to
which this Proxy Statement relates or that such Schedule 14A requires the
disclosure in this Proxy Statement of certain information concerning Salomon.
Except as disclosed in this Proxy Statement, to the best knowledge of
Western Resources, none of Western Resources, its directors and executive
officers or other representatives of Western Resources named in Annex A hereto
has any interest, direct or indirect, by security holdings or otherwise, in
KCPL.
B-1
ANNEX C
SHARES HELD BY DIRECTORS AND EXECUTIVE OFFICERS OF KCPL
The following table sets forth, as of April 3, 1996, the number of Shares
beneficially owned by each director, the chief executive officer and each of
the four other most highly compensated executive officers (and by all
directors and officers as a group) of KCPL. The information contained in the
table is copied from information contained in the UtiliCorp/KCPL Joint Proxy
Statement.
AMOUNT AND
NATURE OF
BENEFICIAL
NAME OF BENEFICIAL OWNER OWNERSHIP(1) TITLE OF CLASS
- ------------------------ ------------ --------------
Bernard J. Beaudoin............................. 22,926(2) Common Stock
David L. Bodde.................................. 1,593 Common Stock
William H. Clark................................ 1,271 Common Stock
Robert J. Dineen................................ 1,849 Common Stock
Arthur J. Doyle................................. 17,819(3) Common Stock
W. Thomas Grant II.............................. 849 Common Stock
Marcus Jackson.................................. 19,178(2) Common Stock
A. Drue Jennings................................ 59,534(2)(4) Common Stock
George E. Nettels, Jr........................... 8,733(5) Common Stock
Linda Hood Talbott.............................. 4,131 Common Stock
Ronald G. Wasson................................ 23,999(2) Common Stock
Robert H. West.................................. 2,741(6) Common Stock
J. Turner White................................. 11,093(2) Common Stock
All officers and directors as a group (23 per-
sons).......................................... 257,084(2) Common Stock
- --------
(1) Shares of the KCPL Common Stock owned by any director or officer and by
the directors and officers as a group are less than 1% of such stock.
Unless otherwise specified, each director and named executive officer has
sole voting and sole investment power with respect to the shares
indicated.
(2) Includes shares held pursuant to KCPL's Employee Savings Plus Plan. Also
includes exercisable non-qualified stock options granted under the KCPL
Long-Term Incentive Plan in the following amounts: Jennings, 40,625;
Beaudoin, 20,313; Jackson, 16,500; Wasson, 20,313; and White, 9,750.
(3) The nominee disclaims beneficial ownership of 200 shares reported which
are owned by nominee's wife.
(4) The nominee disclaims beneficial ownership of 150 shares reported which
are owned by nominee's son.
(5) The nominee disclaims beneficial ownership of 3,400 shares reported which
are owned by nominee's wife.
(6) The nominee disclaims beneficial ownership of 1,200 shares reported which
are held by nominee's wife as custodian for minor children.
C-1
PRELIMINARY COPY--SUBJECT TO COMPLETION
FORM OF PROXY CARD
- --------------------------------------------------------------------------------
PROXY SOLICITED BY WESTERN RESOURCES, INC.
IN OPPOSITION TO THE PROXY SOLICITED BY THE DIRECTORS OF KANSAS CITY POWER &
LIGHT COMPANY
The undersigned, a holder of record of shares of common stock, without par
value (the "Shares"), of Kansas City Power & Light Company, a Missouri
corporation ("KCPL"), at the close of business on April 3, 1996 (the "Record
Date"), hereby appoints John K. Rosenberg, Richard D. Terrill and David C.
Wittig, or any of them, the proxy or proxies of the undersigned, each with full
power of substitution, to attend the Annual Meeting of KCPL Shareholders to be
held on May 22, 1996 (and any adjournments, postponements, continuations or
reschedulings thereof), at which holders of Shares will be voting on, among
other things, approval and adoption of the Agreement and Plan of Merger, dated
as of January 19, 1996, by and among KCPL, UtiliCorp United Inc., a Delaware
corporation ("UtiliCorp"), and KC United Corp., a Delaware corporation ("KC
United") (the "UtiliCorp/KCPL Merger Agreement"), providing for the merger of
each of KCPL and UtiliCorp with and into KC United, with KC United surviving,
and to vote as specified in this proxy all the Shares which the undersigned
would otherwise be entitled to vote if personally present. The undersigned
hereby revokes any previous proxies with respect to the matters covered in this
Proxy.
THE BOARD OF DIRECTORS OF WESTERN RESOURCES, INC. RECOMMENDS A VOTE AGAINST
APPROVAL AND ADOPTION OF THE UTILICORP/KCPL MERGER AGREEMENT AND THE PROPOSED
UTILICORP/KCPL TRANSACTION. IF RETURNED CARDS ARE SIGNED BUT NOT MARKED, THE
UNDERSIGNED WILL BE DEEMED TO HAVE VOTED AGAINST APPROVAL AND ADOPTION OF THE
UTILICORP/KCPL MERGER AGREEMENT AND THE PROPOSED UTILICORP/KCPL TRANSACTION AND
TO HAVE ABSTAINED ON ALL OTHER MATTERS.
- --------------------------------------------------------------------------------
[REVERSE OF PROXY CARD]
- --------------------------------------------------------------------------------
THE BOARD OF DIRECTORS OF WESTERN RESOURCES, INC. RECOMMENDS A VOTE AGAINST
PROPOSAL 1.
1. Approval of Merger with UtiliCorp United Inc.
[_] AGAINST
[_] FOR
[_] ABSTAIN
2. Approval of Newco Stock Incentive Plan.
[_] AGAINST
[_] FOR
[_] ABSTAIN
3. Approval of Newco Management Incentive Plan.
[_] AGAINST
[_] FOR
[_] ABSTAIN
4. Election of Directors:
D.L. Bodde, W.H. Clark, R.J. Dineen, A.J. Doyle, W.T. Grant II, A.D.
Jennings, G.E. Nettels, Jr., L.H. Talbott, R.H. West
[_]FOR all [_]WITHHOLD [_] ABSTAIN
Nominees AUTHORITY
(except as to vote for
marked to all
the nominees
contrary
below)
WITHHELD for the following nominee(s) only: write name(s): _____________
5. Appointment of Coopers & Lybrand as Independent Public Accountants for
1996.
[_] AGAINST
[_] FOR
[_] ABSTAIN
6. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournments,
postponements, continuations or reschedulings thereof.
Dated: _____________________________, 1996
__________________________________________
Signature (Title, if any)
__________________________________________
Signature if held jointly
Please sign your name below exactly as it
appears hereon. When Shares are held of
record by joint tenants, both should
sign. When signing as attorney, executor,
administrator, trustee or guardian,
please give full title as such. If a
corporation, please sign in full
corporate name by president or authorized
officer. If a partnership, please sign in
partnership name by authorized person.
IF YOU HAVE ANY QUESTIONS OR NEED ASSISTANCE, PLEASE CONTACT GEORGESON &
COMPANY INC. AT 1-800-223-2064.
- --------------------------------------------------------------------------------
