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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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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)
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The following letter was sent to Western Resources, Inc. employees on
June 7, 1996:
John E. Hayes, Jr.
Chairman of the Board and
Chief Executive Officer
June 7, 1996
Dear Fellow Employee,
In recent weeks, as I am sure you are aware, there have been numerous
developments in our proposal to merge with KCPL. The purpose of this note
is to bring you up to date on where things stand currently, and pass along
a few thoughts about where we will be going.
As acknowledged in the media by KCPL and UtiliCorp representatives,
the scheduled May 22 KCPL shareholders' vote was canceled because they knew
they did not have enough votes for approval. We believe our merger offer
was superior in every major respect. We offered a better stock premium; a
higher dividend to shareholders; larger rate reductions for customers; and
nearly double the savings.
In an effort to reduce the gap in value and to circumvent the
two-thirds shareholder vote required by Missouri law for approval of the
UtiliCorp/KCPL proposal, the deal was restructured by UtiliCorp and KCPL
management and their boards. It is now structured as an acquisition of
UtiliCorp by KCPL although the end result would be the same. KCPL has
announced that only a majority of shareholders voting will be required for
approval, an issue that is subject to legal review.
Our merger offer still stands and we believe it is still superior
despite the revised offer by KCPL and UtiliCorp. Our exchange offer for
KCPL should be approved by the Securities and Exchange Commission very soon
and we intend to proceed with that offer to KCPL shareholders.
All of us at Western Resources can take pride in the fact that we are
a strong, growing company -- a company that is planning for the future with
confidence and optimism, secure in the knowledge our opportunities will
expand as we grow into one of America's leading national
energy companies.
Sincerely,
John E. Hayes, Jr.
Western Resources, Inc., 818 Kansas Avenue, P.O. Box 889, Topeka, Kansas
66601-0889
http://www.wstnres.com
Western Resources has filed exchange offer materials with the Securities
and Exchange Commission and intends to make its offer directly to
shareholders of KCPL as soon as its registration statement has been
declared effective by the Securities and Exchange Commission.
A registration statement relating to the Western Resources securities
referred to in these materials has been filed with the Securities and
Exchange Commission but has not yet become effective. Such securities may
not be sold nor may offers to buy be accepted prior to the time the
registration statement becomes effective. These materials shall not
constitute an offer to sell or the solicitation of an offer to buy nor
shall there be any sale of these securities in any state in which such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state.