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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant / /
Filed by a Party other than the Registrant /X/
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or
or Rule 14a-12
KANSAS CITY POWER AND LIGHT COMPANY
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(Name of Registrant as Specified In Its Charter)
WESTERN RESOURCES, INC.
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-
6(i)(2)
/ / $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3)
/ / Fee computed on table below per Exchange Act Rules 14a-
6(i)(4)
and 0-11
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:*
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4) Proposed maximum aggregate value of transaction:
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Set forth the amount on which the filing fee is calculated and state how it
was determined.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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/x/ Filing fee paid with preliminary filing.
The following information is filed pursuant to Rule 14a-6 and is being
provided to employees of Western Resources to be used beginning May 9,
1996, in soliciting proxies of shareholders of Kansas City Power & Light
Company.
Phone Script
o Introduce yourself.
o Explain the purpose of your call is to discuss the proposed transaction
with UtiliCorp and Western Resources' proposal to merge with KCPL.
o Ask if they have received our materials in the mail?
o If not, indicate that they will receive them shortly.
o Ask if they have voted on the proposed UtiliCorp/KCPL transaction?
o If they have voted, ask if they voted AGAINST or FOR the UtiliCorp
merger?
o If AGAINST, thank them for their support and time. We will
continue to keep you updated.
o If FOR, tell them they can change their vote and how to do it.
Stress that the latest dated proxy is the one that counts. Indicate
we have some information you would like them to consider when voting.
o If they have not voted, explain to them how to vote on the BLUE
proxy card. Stress that the latest dated proxy is the one that
counts. Indicate we have some information you would like them to
consider when voting.
o Points to emphasize:
o We at Western Resources believe our offer to merge with KCPL is a
"win-win-win" situation for KCPL shareowners, customers, and
employees. For you, our offer:
o Pays better dividends -- between $1.95 and $2.11, following
the merger, versus their "intention to recommend" a dividend of
$1.85.
o Provides a 17% premium for your shares.
o Please read the details of our offer which are contained our materials
sent to you.
o The only way KCPL shareowners will be able to consider Western Resources'
offer is by "voting against" the UtiliCorp/KCPL merger.
[For calls to shareowners holding more than 10,000 or more shares.]
o Our officers may be meeting with other shareowners in your area; would
you like one of us to set up a time to come meet with you about our
proposal?
o Western Resources' officers will be holding a series of informational
"town" meetings in Kansas City with interested KCPL shareowners to attend
and ask any questions you may have. The meeting schedule is:
Date/time Location
Monday, May 13, 5-8 p.m. Merriam Community Center Multi-
purpose room
Address _______________
Tuesday, May 14, 5-8 p.m. Overland Park Marriott, Ballroom 1/2
Address _______________
Wednesday, May 15, 5-8 p.m. Ritz Carlton, Room _____
Address _______________
Thursday, May 16, 5-8 p.m. Northland Community Center Auditorium
Address _________________
[legend]
The following is being used as outdoor advertising in the Kansas City area:
ATTENTION KCPL SHAREHOLDERS
OUR OFFER PAYS BETTER DIVIDENDS.
[LOGO]
WESTERN RESOURCES
Vote AGAINST the UtiliCorp/KCPL merger
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.
The following information is filed pursuant to Rule 14a-6 and is being
provided to employees of Western Resources to be used beginning May 9,
1996, in soliciting proxies of shareholders of Kansas City Power & Light
Company.
[LOGO]
WESTERN RESOURCES
10 Reasons to Vote "AGAINST" the proposed UtiliCorp transaction
(and wait for the WR tax-free exchange offer)
1. The WR offer provides superior dividend enhancement for each KLT share
based on Western Resources' most recent stock price (5-8-96) and
Western Resources' annual dividend.
KLT current dividend $1.56
WR Offer (assuming 12/31/97 closing) $1.95-$2.11
UCU/KLT announced "intention to recommend" a post-merger dividend of
$1.85.
2. The WR offer provides superior market value for each KLT share.
KLT Price (4/12/96) $23.87
WR Offer $28.00
WR Premium to KLT (4/12/96) 17%
UCU/KLT offered no premium
3. WR has a stronger balance sheet and credit rating.
Western is rated A-/A3.
UtiliCorp is rated BBB/Baa3.
4. The market likes the WR deal better.
Since WR's announcement, WR's price is up, KLT is up, and UCU is down.
5. WR has a better track record than UtiliCorp.
Total shareholder return (dividends and capital appreciation) 50%
greater than UtiliCorp since the WR KPL/KGE merger in March of 1992.
6. The WR offer has far greater projected merger savings.
WR/KLT savings (10 years) $1,043 million
UCU/KLT savings (10 years) 636 million
WR/KLT % greater savings 64%
7. The WR offer is better for customers.
WR plan offers rate reductions of $210 million to KLT customers in
first 10 years (30% more than the UCU plan).
WR plan offers rate reductions of $100 million for WR's KGE customers
in first 10 years.
8. The WR offer requires fewer regulatory approvals.
Western needs approval or review from just two states (Kansas &
Missouri), the Federal Energy Regulatory Commission (FERC), Hart-
Scott-Rodino, and the Nuclear Regulatory Commission (NRC). UtiliCorp
needs approvals from the FERC, Hart-Scott-Rodino, NRC, seven states
and three foreign countries.
9. The WR offer is employee friendly.
Western has committed to no lay-offs.
UCU has made no such commitments.
10. WR has demonstrated success with large mergers.
Western's KPL/KGE merger in 1992 was precedent setting and highly
successful.
For questions, call Rick Kready, Western Resources' director of investor
relations: 913/575-8226.
Dated May 9, 1996.
[LOGO]
WESTERN RESOURCES
KCPL Shareholder Proxy Guide
Vote "AGAINST"
Shareholder Questions:
1. I have not yet voted. What should I do?
Vote WR's blue proxy card, included with the proxy materials "AGAINST"
the proposed UCU/KLT merger.
2. I have already voted for the UtiliCorp deal. Can I change my vote?
Yes, you may to vote more than once. Simply mark the BLUE proxy card
you received from Western Resources "AGAINST" the UtiliCorp deal, sign
it, and return it. Only the most recently dated proxy will count.
3. When do I act on the WR offer?
Western Resources will be sending you an exchange offer with all the
details, as soon as possible after the Securities and Exchange
Commission (SEC) completes its review. However, Western Resources'
offer cannot even proceed unless shareholders vote "AGAINST" the
UtiliCorp deal.
4. What is the timetable for all of this?
You have already received a white proxy card from KLT. You may
receive more of these in the next few days. You will also receive a
BLUE proxy card (and additional information on our offer) from Western
Resources in the next several days. After SEC review, Western
Resources will distribute the exchange offer materials.
5. I am a Western shareholder. What do I do?
Do nothing at this time.
Any questions call:
Georgeson Company, Inc.
1-800-223-2064
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.