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                            SCHEDULE 14A INFORMATION
 
                  Proxy Statement Pursuant to Section 14(a) of
            the Securities Exchange Act of 1934 (Amendment No.    )
 
    Filed by the Registrant /X/
    Filed by a Party other than the Registrant / /
 
    Check the appropriate box:
    / /  Preliminary Proxy Statement
    / /  Confidential, for Use of the Commission Only (as permitted by Rule
         14a-6(e)(2))
    / /  Definitive Proxy Statement
    /X/  Definitive Additional Materials
    / /  Soliciting  Material  Pursuant  to  Section  240.14a-11(c)  or  Section
         240.14a-12
                      Kansas City Power & Light Company                        
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                (Name of Registrant as Specified In Its Charter)
 
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    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                             ---------------------
 
                                 SCHEDULE 14D-9
 
               Solicitation/Recommendation Statement Pursuant to
            Section 14(d)(4) of the Securities Exchange Act of 1934
 
                            ------------------------
 
                       KANSAS CITY POWER & LIGHT COMPANY
                           (Name of Subject Company)
 
                       KANSAS CITY POWER & LIGHT COMPANY
                       (Name of Person Filing Statement)
 
                           COMMON STOCK, NO PAR VALUE
                         (Title of Class of Securities)
 
                            ------------------------
 
                                   485134100
                     (CUSIP Number of Class of Securities)
 
                            ------------------------
 
                             JEANIE SELL LATZ, ESQ.
                   SENIOR VICE PRESIDENT, CORPORATE SECRETARY
                            AND CHIEF LEGAL OFFICER
                       KANSAS CITY POWER & LIGHT COMPANY
                                  1201 WALNUT
                        KANSAS CITY, MISSOURI 64106-2124
                                 (816) 556-2200
            (Name, address and telephone number of person authorized
                 to receive notice and communications on behalf
                        of the person filing statement)
 
                            ------------------------
 
                                    COPY TO:
 
                            NANCY A. LIEBERMAN, ESQ.
                      SKADDEN, ARPS, SLATE, MEAGHER & FLOM
                                919 THIRD AVENUE
                               NEW YORK, NY 10022
                                 (212) 735-3000
 
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ITEM 1. SECURITY AND SUBJECT COMPANY
 
    The  name of  the subject company  is Kansas  City Power &  Light Company, a
Missouri corporation ("KCPL"), and the  principal executive offices of KCPL  are
located at 1201 Walnut, Kansas City, Missouri 64106-2124. The title of the class
of equity securities to which this Statement relates is the common stock, no par
value, of KCPL ("KCPL Common Stock").
 
ITEM 2. TENDER OFFER OF THE BIDDER
 
    This  Statement relates  to an  exchange offer  disclosed in  a Registration
Statement  on  Form  S-4  initially  filed  with  the  Securities  and  Exchange
Commission  on April 22, 1996 and amended on  June 19, 1996 and July 3, 1996 (as
amended, the "Western Resources Form S-4") by Western Resources, Inc., a  Kansas
corporation  ("Western Resources"), to exchange  Western Resources common stock,
par value $5.00  per share ("Western  Resources Common Stock"),  for all of  the
outstanding  shares of KCPL Common Stock.  According to a prospectus included in
the Western Resources  Form S-4  (the "Western  Resources Prospectus"),  Western
Resources is offering, upon the terms and subject to the conditions set forth in
the  Western  Resources  Prospectus  and  in  a  related  Letter  of Transmittal
(together, the  "Western  Resources  Offer"),  to  exchange  shares  of  Western
Resources  Common Stock for each outstanding  share of KCPL Common Stock validly
tendered on or prior to the Expiration Date (as defined in the Western Resources
Prospectus) of the Western Resources Offer and not properly withdrawn. Each such
share of  KCPL Common  Stock would  be  entitled to  receive shares  of  Western
Resources  Common Stock  equal to  the Exchange  Ratio, defined  as the quotient
(rounded to the nearest 1/100,000) determined by dividing $31.00 by the  average
of  the high  and low  sales prices  of the  Western Resources  Common Stock (as
reported on the New York Stock Exchange Composite Transactions reporting  system
as published in THE WALL STREET JOURNAL or, if not published therein, in another
authoritative source) on each of the twenty consecutive trading days ending with
the  third trading day  immediately preceding the  Expiration Date. The Exchange
Ratio is fixed at  a minimum value of  0.933 shares and a  maximum value of  1.1
shares.
 
    According to the Western Resources Prospectus, Western Resources intends, as
soon  as practicable after consummation of  the Western Resources Offer, to seek
to merge KCPL  with and into  itself pursuant to  applicable law (the  "Proposed
Western Resources Merger").
 
    According  to  the  Western Resources  Prospectus,  the  principal executive
offices of Western Resources  are located at 818  Kansas Avenue, Topeka,  Kansas
66612.
 
ITEM 3. IDENTITY AND BACKGROUND
 
    (a)  The name and business address of  KCPL, which is the person filing this
Statement, are set forth in Item 1 above.
 
    (b) Certain contracts, agreements,  arrangements and understandings  between
KCPL  or its affiliates  and certain of KCPL's  directors and executive officers
("Compensation Arrangements") are described under  the headings "THE MERGERS  --
Conflicts  of Interest,"  "-- Certain  Arrangements Regarding  the Directors and
Management of  Maxim,"  "--  Employment  Agreements,"  "--  Employee  Plans  and
Severance Arrangements," "-- Maxim Plans," "-- Dividend Reinvestment Plan," "THE
MERGER  AGREEMENT  -- Certain  Covenants," "--  Maxim  Board of  Directors," "--
Directors' and  Officers'  Indemnification,"  "-- Benefit  Plans,"  "--  Certain
Employment  Agreements  and Workforce  Matters," "APPROVAL  OF MAXIM  PLANS" and
"MAXIM FOLLOWING THE MERGERS -- Board of Directors of Maxim" and "--  Management
of   Maxim"  at  pages  73-78,  85-90,  102-109  and  120  in  the  Joint  Proxy
Statement/Prospectus of  KCPL,  dated  June  26,  1996,  sent  by  KCPL  to  its
shareholders in connection with KCPL's special meeting of shareholders scheduled
to be held on August 7, 1996 (the "Joint Proxy Statement/Prospectus"). A copy of
such  portions of  the Joint  Proxy Statement/Prospectus  is filed  as Exhibit 1
hereto and  is  incorporated herein  by  reference. Certain  other  Compensation
Arrangements  are  described  under  the  headings  "COMPENSATION  OF  EXECUTIVE
OFFICERS,"  "OPTIONS  AND  STOCK  APPRECIATION  RIGHTS,"  "BENEFIT  PLANS"   and
"COMPENSATION  COMMITTEE REPORT ON  EXECUTIVE COMPENSATION" at  pages 112-117 in
the joint proxy statement/prospectus of KCPL, dated April 4, 1996, sent by  KCPL
to its shareholders in
 
                                       1

connection  with the annual  meeting of KCPL  shareholders held on  May 22, 1996
(the "Original Joint Proxy  Statement/Prospectus"). A copy  of such portions  of
the  Original Joint Proxy Statement/ Prospectus is filed as Exhibit 2 hereto and
is incorporated herein by reference.
 
    KCPL and Western Resources are  involved in various ventures and  agreements
on  an arm's-length basis, including (i) the ownership and operation of the Wolf
Creek Generating Station (a nuclear powered generating station) ("Wolf  Creek");
(ii)  the ownership and  operation of the LaCygne  Station (a coal-fired station
consisting of two generating units); (iii)  the lease by KCPL from a  subsidiary
of  Western Resources of a  345 kv transmission line  from Wolf Creek to LaCygne
Station; (iv)  the  MOKAN  Power  Pool,  pursuant  to  which  KCPL  and  Western
Resources,    along   with   Utilicorp   United    Inc.   ("UCU"),   operate   a
Wichita-Topeka-Kansas City-Sibley interconnection; and  (v) the Southwest  Power
Pool  pursuant to which KCPL and  Western Resources engage in joint transmission
planning.
 
    In the normal course  of business, KCPL and  Western Resources buy and  sell
electric  power from and to each  other in arm's-length transactions pursuant to
filed rate schedules.
 
ITEM 4. THE SOLICITATION OR RECOMMENDATION
 
    (A) AND (B) AS  MORE FULLY DESCRIBED BELOW,  THE KCPL BOARD HAS  RECOMMENDED
THAT  KCPL SHAREHOLDERS REJECT THE WESTERN  RESOURCES OFFER AND NOT TENDER THEIR
SHARES OF KCPL COMMON  STOCK PURSUANT TO THE  WESTERN RESOURCES OFFER. THE  KCPL
BOARD  HAS  ALSO  REAFFIRMED ITS  DETERMINATION  THAT  THE TERMS  OF  THE MERGER
AGREEMENT BETWEEN KCPL AND UCU ARE FAIR  TO, AND IN THE BEST INTERESTS OF,  KCPL
AND ITS SHAREHOLDERS.
 
    BACKGROUND.  KCPL, UCU and KC United Corp. ("KCU") entered into an Agreement
and  Plan of Merger  (the "Original Merger  Agreement") dated as  of January 19,
1996. In  accordance  with the  terms  and  conditions of  the  Original  Merger
Agreement, KCPL and UCU would have been merged into KCU (the "Original Merger"),
with  each outstanding share of KCPL Common Stock being converted into one share
of KCU  common stock,  and each  outstanding  share of  UCU common  stock  being
converted into 1.096 shares of KCU common stock.
 
    On  April 14, 1996, Mr.  A. Drue Jennings, Chairman  of the Board, President
and Chief Executive Officer of KCPL, received a telephone call from Mr. John  E.
Hayes,  Jr.,  Chairman  of the  Board  and  Chief Executive  Officer  of Western
Resources, in which Mr.  Hayes informed Mr. Jennings  that he was delivering  to
Mr.  Jennings an  unsolicited proposal  to the board  of directors  of KCPL (the
"KCPL Board")  pursuant to  which Western  Resources would  acquire all  of  the
outstanding KCPL Common Stock in exchange for shares of Western Resources Common
Stock  valued at $28.00  per share of  KCPL Common Stock,  subject to a "collar"
limiting the  amount of  Western Resources  Common Stock  that holders  of  KCPL
Common  Stock would receive to no more than 0.985 shares, and no less than 0.833
shares, of Western Resources Common Stock  for each share of KCPL Common  Stock.
Following  such telephone conversation, on April 14, 1996, Mr. Jennings received
from Western Resources a  letter (the "April 14  Letter") setting forth  further
details of Western Resources' unsolicited merger proposal.
 
    A meeting of the KCPL Board was held on April 19, 1996 and April 21, 1996 to
consider  Western Resources' proposal. At this  meeting, the KCPL Board received
presentations from KCPL's management  and its financial  and legal advisors.  On
April  21,  the  KCPL Board,  based  upon  the presentations  given,  the advice
received, and the considerations  discussed at such meeting  of the KCPL  Board,
determined that further exploration of the Western Resources proposal was not in
the  best interests  of KCPL, its  shareholders, customers,  employees and other
constituencies. Also on such date, the KCPL Board reaffirmed its approval of the
Original Merger with UCU.
 
    On April 22, 1996, Western Resources announced that it intended to  commence
an unsolicited exchange offer for all outstanding shares of KCPL Common Stock.
 
                                       2

    On  May 6, 1996, KCPL and UCU  announced that they would recommend an annual
dividend of  $1.85 per  common  share for  KCU. Also  on  May 6,  1996,  Western
Resources announced that it had increased the lower limit of the "collar" in the
Western  Resources Offer. According to Western  Resources, the minimum number of
shares of Western Resources  Common Stock that  KCPL shareholders would  receive
for  each  share  of  KCPL  Common Stock  if  the  Western  Resources  Offer was
consummated would be  changed from  0.833 to 0.91.  The maximum  number was  not
changed.
 
    On  May 9,  1996 the KCPL  Board met  in order to  review the  status of the
Original Merger and the  proposed Western Resources  exchange offer. During  the
period  beginning on May 10,  1996 and ending on  May 19, 1996, various meetings
were held between executives of KCPL and UCU to discuss a possible change in the
exchange ratios in the Original Merger, certain changes in the structure of  the
Original  Merger and other possible changes to the terms of the Original Merger.
On May 20, 1996, KCPL, KC Merger Sub, Inc. ("Sub"), KCU and UCU entered into the
Amended and Restated Agreement and Plan of Merger, dated as of January 19, 1996,
as amended and restated as of May 20, 1996 (as amended and restated, the "Merger
Agreement"). Pursuant to the Merger Agreement, (i) Sub will merge with and  into
UCU, with UCU surviving (the "UCU Merger"), and (ii) immediately thereafter, the
surviving corporation in the UCU Merger will merge with and into KCPL, with KCPL
surviving (together with the UCU Merger, the "Mergers"). As part of the Mergers,
KCPL  will be  renamed Maxim  Energies, Inc.  ("Maxim"). Pursuant  to the Merger
Agreement, shareholders of UCU will receive  one share of KCPL common stock  for
each  share of  common stock,  par value  $1.00 per  share, of  UCU ("UCU Common
Stock"), and KCPL  shareholders will  retain their existing  shares. The  Merger
Agreement  is filed as Exhibit 3 hereto and is incorporated herein by reference.
Also on May  20, 1996, KCPL  announced that it  was cancelling the  vote on  the
Original  Merger scheduled to be held at the annual meeting of KCPL shareholders
on May 22, 1996.
 
    On May 22,  1996, the Citizens'  Utility Ratepayers Board  (the "CURB"),  an
organization  created  by  Kansas  statute whose  purpose  is  to  represent the
interests of  residential  and small  commercial  ratepayers in  public  utility
matters,  and the staff of the  Kansas State Corporation Commission (the "Kansas
Commission")  filed   testimony  and   exhibits  with   the  Kansas   Commission
recommending  that rate  reductions be  imposed on  Western Resources.  The CURB
recommended an $87  million annual  reduction, and the  Kansas Commission  staff
recommended a $105 million annual reduction.
 
    On June 17, 1996, Western Resources commenced a solicitation of proxies from
KCPL  shareholders  in  opposition  to  the issuance  of  KCPL  Common  Stock in
connection with the Mergers and announced  (the "June 17 Announcement") that  it
was  increasing the  price in  its offer to  merge with  KCPL to  $31 of Western
Resources Common  Stock  for each  share  of KCPL  Common  Stock, subject  to  a
"collar"  pursuant to which each  share of KCPL Common  Stock would be exchanged
for no more than 1.1 and no  less than 0.933 shares of Western Resources  Common
Stock.  On June 19,  1996, Western Resources  amended the terms  of its proposed
exchange offer to reflect  the terms of  the June 17  Announcement. On June  24,
1996, the KCPL Board met and determined that further exploration of the proposal
of  Western Resources contained in the June  17 Announcement was not in the best
interests  of   KCPL,  its   shareholders,   customers,  employees   and   other
constituencies.  The KCPL Board also reaffirmed  its approval of the Mergers and
the Merger Agreement.
 
    On July  8,  1996, Western  Resources  filed  a tender  offer  statement  on
Schedule 14D-1 with the Securities and Exchange Commission. At a meeting held on
July  9, 1996, the KCPL Board reviewed  and deliberated the terms of the Western
Resources Offer with its  legal and financial advisors.  At its meeting held  on
July  9, 1996, the KCPL Board determined  by a unanimous vote of those directors
present that the Western Resources  Offer is not in  the best interests of  KCPL
and   its   shareholders,   customers,  employees   and   other  constituencies.
Accordingly, the  KCPL  Board  recommended that  KCPL  shareholders  reject  the
Western  Resources Offer and  not tender their shares.  KCPL's press release and
letter to  shareholders with  respect  to the  KCPL Board's  recommendation  are
attached  hereto as Exhibits 4 and  5, respectively, and are incorporated herein
by reference.
 
                                       3

    THE RECOMMENDATION.    The KCPL  Board  resolved to  recommend  against  the
Western  Resources  Offer  because  the  KCPL Board  did  not  find  the Western
Resources Offer  to be  in the  best  interests of  KCPL and  its  shareholders,
customers, employees and other constituencies. In making this determination, the
KCPL Board considered the following factors, among others:
 
    - WESTERN RESOURCES FACES SIGNIFICANT RATE REDUCTIONS.
 
    In connection with Western Resources' acquisition of Kansas Gas and Electric
Company  ("KGE") in 1991, the Kansas  Commission ordered that all merger savings
(over and above an acquisition adjustment  that is inapplicable here) should  be
shared  equally between ratepayers and  shareholders. However, Western Resources
has not yet adjusted its rate levels to reflect the savings achieved in the  KGE
merger.  As a result, Western Resources is currently embroiled in rate reduction
proceedings before the Kansas Commission.
 
    The KCPL  Board  believes  that  the  Kansas  Commission  will  impose  rate
reductions  on Western Resources far in excess of the $8.7 million per year over
seven  years  that  Western  Resources  has  proposed.  Western  Resources   has
implicitly  admitted that it  can afford to  reduce its earnings  by at least an
additional $50 million per year by requesting the Kansas Commission's permission
to accelerate  depreciation on  the  Wolf Creek  plant  by that  annual  amount.
Indeed,  the staff of the Kansas  Commission has recommended an immediate annual
rate reduction of  $105 million,  an amount  twelve times  greater than  Western
Resources' proposal in the first year of reduction. The KCPL Board believes that
the  Kansas Commission will address  Western Resources' overearnings by ordering
significant rate reductions and will not  permit Western Resources to keep  such
overearnings.
 
    - ANTICIPATED  RATE REDUCTIONS  COULD IMPERIL WESTERN  RESOURCES' ABILITY TO
      DELIVER PROMISED DIVIDENDS TO KCPL SHAREHOLDERS.
 
    The implementation of the Kansas Commission staff's recommended $105 million
annual rate  reduction  would have  a  significant negative  impact  on  Western
Resources'  cash flow and earnings. If the $105 million annual rate reduction is
implemented, then virtually  all of  Western Resources'  projected earnings  for
1998 would be required to pay the dividends promised to KCPL shareholders (based
on  (i)  Western  Resources' own  projection  of  earnings for  1998  assuming a
KCPL/Western  Resources  combination,  as  reported  in  the  Western  Resources
Prospectus,  and (ii)  a reduction of  such projections, calculated  by KCPL, to
reflect  the  full  rate  decrease  recommended  by  the  staff  of  the  Kansas
Commission).  Even if the Kansas  Commission orders a rate  decrease of only $80
million annually,  a  figure amounting  to  approximately three-fourths  of  its
staff's  recommendation, over 90%  of Western Resources'  projected earnings for
1998 could be required to make the promised dividend payments. EVEN WITHOUT SUCH
RATE REDUCTIONS, THE WESTERN RESOURCES PROSPECTUS ADMITS THAT WESTERN RESOURCES'
PROJECTED DIVIDENDS DECLARED  PER SHARE  FOR 1998 EXCEED  PROJECTED EARNING  PER
SHARE  FOR  1998.  In  light  of  these  facts,  the  KCPL  Board  questions the
reliability of Western Resources' dividend promises.
 
    - WESTERN RESOURCES' SYNERGIES CLAIMS ARE UNREALISTIC AND WESTERN  RESOURCES
      WILL  NOT BE ALLOWED TO RETAIN 70%  OF THE SAVINGS RESULTING FROM A MERGER
      WITH KCPL.
 
    The KCPL Board believes, based on  a review of Western Resources'  synergies
analysis,  that Western Resources has  significantly overestimated the amount of
savings  that   would  result   from  a   KCPL/Western  Resources   combination.
Furthermore, Western Resources' assumption that it will be allowed to retain 70%
of the savings resulting from a merger with KCPL is inconsistent with applicable
precedent. The Kansas Commission, in its order authorizing the merger of KGE and
Western  Resources' predecessor,  Kansas Power  and Light  Co. ("KPL"), required
merger savings (over and  above an acquisition  adjustment that is  inapplicable
here)  to  be  shared equally  (50-50)  between shareholders  and  customers. In
addition, the staff of  the Missouri Public Service  Commission, in the  pending
Union Electric/CIPSCO merger, is recommending an equal (50-50) sharing of merger
savings
 
                                       4

between  shareholders and customers. Western Resources will need the approval of
both of these regulatory agencies  for any merger with  KCPL. In light of  these
precedents, it appears unrealistic to assume that Western Resources will be able
to keep 70% of merger savings.
 
    As  a result of the KCPL Board's  conclusion that Western Resources will not
realize its  forecasted amount  of savings,  and the  KCPL Board's  belief  that
Western  Resources will not be  able to retain its  expected portion of whatever
savings it does realize, the KCPL Board does not believe that Western Resources'
financial forecasts, including future dividend forecasts, are credible.
 
    - THE COMBINED EFFECT OF  THE POTENTIAL $105  MILLION ANNUAL RATE  REDUCTION
      AND  OTHER FACTORS DISCUSSED ABOVE, AS  WELL AS A MORE REALISTIC SYNERGIES
      SAVINGS ESTIMATE, WOULD  HAVE A NEGATIVE  IMPACT ON THE  VALUE OF  WESTERN
      RESOURCES'  STOCK. IN THIS  CONNECTION AND AS  ILLUSTRATED BELOW, THE KCPL
      BOARD CONSIDERED AS  ONE EXAMPLE OF  THE FOREGOING THE  IMPACT ON  WESTERN
      RESOURCES'  1998 STOCK  PRICE ASSUMING  (I) THAT  WESTERN RESOURCES' RATES
      WERE REDUCED  BY  $105 MILLION  ANNUALLY  IN ACCORDANCE  WITH  THE  KANSAS
      COMMISSION'S STAFF'S RECOMMENDATIONS AND (II) WHAT THE KCPL BOARD BELIEVED
      TO BE A MORE REALISTIC SYNERGIES ESTIMATE.
 
    If Western Resources' earnings are overstated by $0.33 as shown in the chart
below,  then multiplying such  $0.33 overstatement by  an assumed price/earnings
ratio of 11.5 indicates that  there could be a negative  impact on the value  of
Western Resources' common stock in 1998 equalling approximately $3.80 per share.
 
                                                                              
Western Resources Forecast of 1998 Earnings Per Share for Western Resources/
 KCPL Combination 1                                                              $    2.52
 
Adjustment to Reflect $105 Million Rate Reduction Recommended by Kansas
 Corporation Commission Staff 2                                                      (0.22)
 
Adjustment to Reflect Overstatement of Merger-Related Savings by Western
 Resources 3                                                                         (0.11)
 
Revised Estimate of Western Resources' 1998 Earnings per Share for Western
 Resources/KCPL Combination                                                      $    2.19
 
Implied Reduction in Western Resources Common Stock value in 1998 based on
 assumed price/earnings ratio of 11.5 4                                          $    3.80
1 As reported in the Western Resources Prospectus and excluding costs to achieve savings and transaction costs. In the Western Resources Prospectus, Western Resources estimated earnings per share for 1998 based on Western Resources' closing stock price on July 2, 1996 resulting in an exchange ratio of 1.01224. 2 Assumes that Western Resources underestimated the rate reduction by $46.3 million, derived by subtracting from Kansas Commission staff's recommended $105 million annual rate reduction both (i) Western Resources' proposal for an $8.7 million rate reduction and (ii) Western Resources' proposal for $50 million accelerated depreciation of its investment in the Wolf Creek nuclear plant. The $46.3 million adjustment as reduced by 40% to reflect the effect of taxes results in an after-tax adjustment of $27.78 million, which results in a reduction to earnings per share of approximately $0.22 based upon 128,136,000 shares outstanding. 3 Assumes that $70.421 million in first year savings claimed by Western Resources in its prospectus dated July 3, 1996 are overstated by $23.474 million. KCPL's analysis of Western Resources' claimed merger-related savings indicated that Western Resources overestimated total purchasing savings by 62.7% and overestimated total administrative savings by 48.5%. Applying such percentages to the first year purchasing and administrative savings in Western's prospectus dated July 3, 1996 indicates that first year merger-related savings are overstated by slightly more than one-third. One-third of Western Resources' estimate of $70.421 million equals $23.474 million. The $23.474 million adjustment as reduced by 40% to reflect the effect of taxes results in an after-tax adjustment of $14.084 million, which results in a reduction to earnings per share of approximately $0.11 based upon 128,136,000 shares outstanding. 4 Utility industry estimated average for 1996 as calculated in Merrill Lynch report dated June 26, 1996. 5 The foregoing contains certain statements of opinion and belief of KCPL. The foregoing information is provided to facilitate an analysis of the potential value of the Western Resources Offer. The implied reduction, if any, in Western Resources' common stock value may be greater or less than indicated above. - THE WESTERN RESOURCES OFFER IS SUBJECT TO CONDITIONS THAT THE KCPL BOARD BELIEVES CANNOT BE SATISFIED. The Western Resources Offer is conditioned on the availability of the pooling of interests method of accounting. The KCPL Board does not believe that a pooling of interests will be permissible. KCPL has granted certain of its officers stock options in tandem with limited stock appreciation rights through a nonqualified stock option agreement in conjunction with the Long-Term Incentive Plan established on May 5, 1992. Under the terms of the Long-Term Incentive Plan, the limited stock appreciation rights will be automatically exercised one day after an event of change in control. The Western Resources Offer, if consummated, would be considered a change in control. The resulting exercise of the stock appreciation rights will cancel any related stock option and allow the holder to receive in cash an amount equal to the excess of the fair market value on the date of exercise of one share of common stock over the option price multiplied by the number of shares of common stock covered by the related stock option. Such cash payments for securities that are essentially the same as common stock would violate paragraph 47b of APB Opinion No. 16 of the Accounting Principles Board and prohibit the pooling of interests method of accounting. - THE RATE DISPARITY BETWEEN KGE AND KPL CUSTOMERS AMOUNTS TO AT LEAST $171 MILLION ANNUALLY. There is a significant disparity among the rates charged to Western Resources customers. The rates charged to KGE customers were to have been reduced in connection with the acquisition of KGE by KPL. However, testimony before the Kansas Commission indicates that if the rates charged to Western Resources' KGE customers were reduced to equal the rates charged to customers of Western Resources' KPL subsidiary, Western Resources would suffer a $171 million annual revenue reduction. Thus, even if the Kansas Commission follows the suggestion of its staff and the entire $105 million annual rate reduction is applied to KGE customers, Western Resources would still face a rate disparity of approximately $65 million per year. Given these facts, the KCPL Board questions Western Resources' commitment to sharing prospective merger savings with KCPL customers. In an increasingly deregulated utility environment, the KCPL Board believes that Western Resources will have to address the rate disparity issue because Western Resources' customers may otherwise choose to purchase cheaper power from Western Resources' competitors, and the KCPL Board does not believe that revenues from KCPL customers should be used to subsidize a rate reduction for KGE customers. - RECENTLY, WESTERN RESOURCES BEGAN THE 40-YEAR AMORTIZATION OF THE ACQUISITION PREMIUM FOR KGE OF APPROXIMATELY $20 MILLION ANNUALLY. As a result of the KGE acquisition, Western Resources must amortize an $801 million acquisition premium at the rate of approximately $20 million per year over a period of forty years, only a portion of which will be recovered in rates. This significant, ongoing and long-term burden is a liability that the KCPL Board does not believe KCPL shareholders and ratepayers should be forced to share. - A COMBINATION OF KCPL AND WESTERN RESOURCES WOULD CONCENTRATE RISK. A combined KCPL/Western Resources entity would own 94% of the Wolf Creek nuclear plant, concentrating a significant amount of capital and risk in a single asset. The KCPL Board believes that it would be preferable to avoid concentration of additional risk in Wolf Creek. In contrast, a KCPL/UCU entity would own only 47% of Wolf Creek. Moreover, a KCPL/Western Resources combined company would operate in relatively uniform climatic, geographic and regulatory markets, further concentrating risk while a KCPL/UCU entity would operate in eight geographically diverse states and six foreign countries. 6 - A COMBINED KCPL/UCU ENTITY WOULD BE BETTER POSITIONED TO COMPETE IN A DEREGULATED MARKET. A merger with UCU provides KCPL with access to new markets in several states and foreign countries, diversifies KCPL's risks by providing entry into nonregulated energy related businesses, and provides KCPL with the competitive advantages of UCU's successful brand name, EnergyOne. A merger with Western Resources would provide KCPL with none of these immediate advantages. The KCPL Board believes that UCU is much better positioned than Western Resources to compete in a deregulated utility market. - WESTERN RESOURCES' "NO LAYOFFS" PROMISE IS NOT CREDIBLE. Western Resources has stated that no layoffs would result from its proposal. However, the synergy analysis filed by Western Resources with the Kansas Commission stated that 531 employee positions would be eliminated and assumed that all resulting savings would be available by January 1, 1998. In light of Western Resources' admission in its proxy materials that a hostile transaction could not be completed until the end of 1997, the KCPL Board does not believe that Western Resources could achieve those 531 "reductions" without laying off KCPL employees. - THE KCPL BOARD QUESTIONS WESTERN RESOURCES' COMMITMENT TO KANSAS CITY. Based on historical contributions of Western Resources, the KCPL Board doubts Western Resources' commitment to Kansas City charities and Kansas City community development efforts. - THE WESTERN RESOURCES OFFER MAY BE TAXABLE TO KCPL SHAREHOLDERS. In Western Resources' prospectus dated July 3, 1996, it is disclosed that Western Resources' tax counsel will render opinions that the effects of Western Resources' proposal will be tax-free to KCPL shareholders. It is also disclosed that such opinions will be based upon certain assumptions made with the consent of Western Resources. The KCPL Board cannot evaluate whether the Western Resources Offer will be tax-free to KCPL shareholders without knowing the nature of such assumptions. However, if these assumptions are identical to the assumptions set forth in the Western Resources preliminary prospectus dated April 22, 1996, the KCPL Board believes that many of the assumptions described as underlying such opinions are questionable, and if any of such assumptions prove invalid, the Western Resources Offer may constitute a taxable transaction. In a taxable transaction, the value received by KCPL shareholders would be significantly less than Western Resources' offer of $31 per KCPL share. - A KCPL/UCU COMBINATION OFFERS SUPERIOR BENEFITS TO KCPL AND ITS SHAREHOLDERS. At its meeting held on July 9, 1996, the KCPL Board also reaffirmed its determination that the terms of the Merger Agreement are fair to, and in the best interests of, KCPL and its shareholders, customers, employees and other constituencies. In making its recommendation in favor of the Mergers and against the Western Resources Offer, the KCPL Board considered Western Resources' proposal but determined to proceed with the UCU transaction because of the benefits of the UCU transaction. The KCPL Board believes that the electric utility industry will undergo tremendous upheaval in the wake of deregulation. As barriers to the mergers of utilities come down, the utility industry will come to more closely resemble other industries where competition is intense and only the strongest companies succeed. The KCPL Board is convinced that in order to succeed in such a market, KCPL must be a customer focused, low-cost energy supplier with diversified assets and the financial resources to leverage its strengths. The KCPL Board believes that the Mergers will allow KCPL to achieve these goals, and that this unique opportunity for KCPL and UCU to merge provides unusual opportunities for KCPL shareholders to participate in the growth of the combined company. This growth will derive from operating efficiencies obtained from economies of scale; the more efficient use of the current investments in generating and transmission capacity and advanced information systems; improved opportunities for cost reductions; revenue enhancements made possible by the combination of KCPL and UCU (SEE "THE MERGERS -- Enhancement of Financial Performance" at pages 55-58 of the Joint Proxy Statement/Prospectus, which pages are incorporated by reference 7 herein and attached hereto as part of Exhibit 6); domestic market diversification, due to UCU's presence in eight different states, leading to reduced risk; international market diversification, due to UCU's presence in five foreign countries, both reducing risk and affording unusual growth opportunities; the addition of natural gas to the products and services offered to customers and the potential for attracting new customers through the offering of such additional service; and the long-term financial capability of a larger company. In the judgment of the KCPL Board, these factors combine to offer shareholders improved opportunities for earnings and dividend growth and an enhanced ability to manage risk in an uncertain environment created by the changing utility market. In reaching the conclusion to reaffirm the Merger Agreement and the transactions contemplated therein, the KCPL Board considered: (i) the prospective financial strength of each company individually and the benefits of combination discussed above, particularly in light of the KCPL Board's familiarity with and review of KCPL's business, operations, financial condition and earnings on both an historical and prospective basis, and the KCPL Board's belief that the strategic alliance with UCU will provide opportunities to achieve benefits for KCPL's shareholders and customers that would not be available if KCPL and UCU remained as separate enterprises; (ii) current industry, economic and market conditions which encourage consolidation to reduce risk and create new avenues for earnings growth as discussed under "THE MERGERS - -- Background of the Mergers" at pages 32-46 of the Joint Proxy Statement/Prospectus, which pages are incorporated by reference herein and attached hereto as Exhibit 7; (iii) KCPL's estimated cost savings resulting from the Mergers, which the KCPL Board believes to be credible and achievable, and the effect of such savings on the competitive position of Maxim; (iv) the enhanced access to capital that Maxim would enjoy due to the size of the combined company; (v) UCU's experience in energy related non-regulated businesses; (vi) the proposed structure of the transaction with UCU and the terms of the Merger Agreement and other documents to be executed in connection with the Mergers which provide for reciprocal representations and warranties, conditions to closing and rights to termination, and balanced rights and obligations; (vii) that the Mergers are expected to be treated as a tax-free reorganization and to be accounted for as a pooling of interests transaction (which avoids the reduction in earnings which would result from the creation and amortization of goodwill under purchase accounting); (viii) the expected benefits of the Mergers discussed below; (ix) the Exchange Ratio in the Mergers as compared to the exchange ratios in the Original Merger and the increase in value to KCPL shareholders in the Mergers as compared to the Original Merger, which increase in value is due to an increase in the percentage interest held in the combined company by KCPL shareholders from approximately 55% to approximately 57%; (x) that approval of the issuance of shares of KCPL Common Stock in connection with the Mergers requires the affirmative vote of the holders of a majority of the shares of KCPL Common Stock voting thereon as compared to the Original Merger which required the favorable vote of two-thirds of the outstanding shares of KCPL Common Stock, that this change increased the likelihood of consummation of the combination by eliminating the power of a minority of KCPL shareholders to effectively veto what the majority approve, and that Western Resources would likely commence litigation challenging this aspect of the Merger Agreement (which latter consideration led the KCPL Board to deem it advisable to commence litigation seeking declaratory judgments concerning the legality of the Merger Agreement and its adoption (SEE Item 8 hereto)); and (xi) the written opinion of Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") dated as of June 26, 1996 to the effect that the Exchange Ratio is fair to holders of KCPL Common Stock (other than UCU and its affiliates) from a financial point of view. The written opinion of Merrill Lynch dated as of June 26, 1996 is filed as Exhibit 8 hereto and is incorporated herein by reference. In that regard, management of KCPL has advised Merrill Lynch that it believes there are significant contingencies and uncertainties associated with the proposal of Western Resources to acquire the outstanding shares of KCPL Common Stock by means of an exchange offer and merger (as set forth in the Registration Statement on Form S-4 filed by Western Resources with the Securities and Exchange Commission on April 22, 1996, as amended to reflect the terms contained in the June 17 Announcement (the "Western Resources Proposal")) due to the speculative nature of certain assumptions made by Western Resources in the Western Resources Proposal relating to Western Resources' ability to achieve and retain certain estimated aggregate cost 8 savings, and the likelihood of substantially greater rate reductions affecting Western Resources in a pending rate proceeding than those assumed by Western Resources. Management of KCPL has also advised Merrill Lynch that it believes that the Western Resources Proposal is not consistent with the strategic objectives of KCPL. In view of the foregoing, Merrill Lynch was not asked by the KCPL Board to consider, and Merrill Lynch did not consider, the Western Resources Proposal in arriving at its opinion. In determining that the Mergers are fair to and in the best interests of its shareholders, the KCPL Board considered the above facts as a whole and did not assign specific or relative weights to them. The KCPL Board believes that the benefits of the Mergers will include the following: (i) DIVERSIFICATION. The Mergers will result in the increased ability of KCPL and UCU to diversify their existing operations through acquisitions of primarily energy related, non-regulated assets or entities, development and marketing of new products and use of new technology, thereby assisting Maxim in counteracting potential decreases in revenue caused by increased competition in the utility industry. (ii) CUSTOMER SERVICE. Maxim will rapidly be able to develop and deploy innovative customer services, especially those using advanced information technology. These services will reach a wider customer base than would be possible with each company operating alone. (iii) STRATEGIC ACQUISITIONS. The Mergers will provide a larger and more stable platform from which to acquire properties that mesh with the strategic intent of the combined enterprise. (iv)COORDINATION OF DISPATCH. The coordination of the dispatch of Maxim's electric generating units and transmission facilities should permit more efficient utilization of Maxim's resources to meet the combined system's requirements and provide continued low-cost energy to Maxim's customers. (v) INCREASED PURCHASING COORDINATION. The oordination of purchases of products including fuel, electric energy and natural gas should enable Maxim to lower costs of such items through economies of scale and increased bargaining strength and should contribute to more efficient inventory management. (vi) MANAGEMENT OF PRICE INCREASES. The operating cost savings resulting from the Mergers will allow Maxim to hold future electric rate increases below what would otherwise be necessary for the individual utilities, thus maintaining the cost advantage currently enjoyed by customers of KCPL and UCU. (viii) GENERATION PLANNING BENEFITS. Due to the greater size and diversity of electric generating units which will result from combining the KCPL and UCU systems, Maxim can achieve the same level of reliability for the combined system with a lower reserve margin than that currently employed by either KCPL or UCU. Future generation planning should benefit Maxim by improving the existing ability of KCPL and UCU to satisfy customer demand load by lowering reserve requirements, diversifying periods of peak customer demands and optimizing base-load plant usage. In addition, the Mergers will permit the two utilities to reduce the consequences of the loss of a major base-load power plant. Major extended outages can be very costly both to utilities and to their customers. Protection against such costs include backup capacity and provisions for alternative base-load sources. The risk to any one utility of having problems at any one facility may also be mitigated through coordinated system planning and scheduling of power plant maintenance in a large pool of base-load generating units. (viii) PEAK DEMAND REDUCTION EFFORTS. As members of a coordinated system, KCPL and UCU will be able to share their expertise in demand-side management techniques. Demand-side management includes the reduction of peak loads of customers through pricing, energy efficiency programs and other load management programs. 9 (ix) DEFERRAL OF CAPITAL INVESTMENTS. It is anticipated that Maxim will be able to eliminate or defer certain capital investments that KCPL and UCU otherwise would have to make as separate entities. These include the deferral or elimination of planned peaking capacity additions and the deferral of planned base-load capacity additions in the early 2000s. (x) OPERATIONS AND MAINTENANCE ACTIVITIES. The coordinated allocation of manpower, equipment, technology and other resources should result in benefits to customers of the two utilities. Sharing of stored inventory and other materials should be attainable and may result in reduced costs to both utilities. (xi) EXPANDED MANAGEMENT RESOURCES. In combination, KCPL and UCU will be able to draw on a larger and more diverse mid- and senior-level management pool to lead the combined Maxim forward in an increasingly competitive environment for the delivery of energy. (xii)INCREASED SIZE AND STABILITY. As a larger entity, Maxim will have a more diverse generating, transmission and customer base. In addition, Maxim will have a larger asset base than either KCPL or UCU, enhancing its access to capital markets. (xiii) ECONOMIC DEVELOPMENT EFFORTS. A larger, more diverse service territory and competitive rates should broaden the range of opportunities KCPL and UCU can offer existing and potential customers, making the combined service area more attractive to business and helping to stimulate economic growth in the region. (xiv) REDUCED ADMINISTRATIVE COSTS. It is anticipated that as a result of combining staff functions, within several years, Maxim will need approximately 200 fewer employees than KCPL and UCU would need without the Mergers. These work force reductions will be accomplished, as much as possible, through restrictions on hirings (which are currently in effect at both companies), attrition and voluntary early retirement. In addition, some savings in areas such as insurance, regulatory costs and auditing and consulting fees should be realizable. (xv) COMMUNITY INVOLVEMENT. Maxim will be a stronger partner in the economic development efforts of the communities KCPL and UCU now serve. The philanthropic and volunteer programs currently maintained by the two companies will be continued with the enhanced resources of the combined entity. Moreover, Maxim's substantial customer base will give it a stronger voice in national policy debates on issues affecting the region. Several of the benefits discussed above result from synergies associated with the merger of KCPL and UCU. KCPL and UCU retained Ernst & Young LLP ("Ernst & Young") to assist in identifying and quantifying the synergies that would result from the Mergers. Ernst & Young identified potential synergies of $636 million. Utilizing the methodologies developed by Ernst & Young's synergies study, KCPL and UCU identified additional operational benefits totalling $56.5 million (before taxes) over four years. The Palmer Bellevue practice of Coopers & Lybrand Consulting assisted KCPL and UCU in their development of additional information relating to Maxim's ability to enhance its financial performance; such financial enhancement is expected to equal $244 million (before taxes) over four years. The development of such figures was based on assumptions that KCPL believes to be reasonable, but there can be no assurances that such assumptions will approximate actual experience and, in such event, actual results could differ materially from such figures. Shareholders are urged to review the detailed analysis of such synergies, operational efficiencies and financial enhancements, and the assumptions underlying them, set forth under "THE MERGERS - -- Certain Forward Looking Information," "-- Synergies from the Mergers," "-- Additional Operational Benefits" and "-- Enhancement of Financial Performance" at pages 51-58 of the Joint Proxy Statement/Prospectus, which pages are attached hereto as Exhibit 6 and are incorporated herein by reference. ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED KCPL has retained Merrill Lynch to render financial advisory services to KCPL in connection with the Mergers and the Western Resources Offer. Pursuant to the terms of an engagement letter 10 dated November 14, 1995, KCPL has agreed to pay Merrill Lynch (i) a $150,000 retainer fee and (ii) a transaction fee equal to $7,000,000 (the "Transaction Fee") against which the retainer fee will be credited. The Transaction Fee is payable in three installments: One-third upon the execution of the definitive agreement to effect the Original Merger, one-third upon shareholder approval of the Mergers, and any remaining unpaid portion upon closing of the Mergers. KCPL has also agreed to reimburse Merrill Lynch for its reasonable out-of-pocket expenses and to indemnify Merrill Lynch and certain related persons against certain liabilities in connection with its engagement, including certain liabilities under the federal securities laws. Pursuant to the terms of an engagement letter dated March 4, 1995, KCPL has retained Merrill Lynch as its exclusive financial advisor with respect to certain events, including, among other things, (a) any acquisition by a person or group of persons of 5% or more of any class of KCPL's equity securities, (b) any solicitation of proxies or shareholder consents in opposition to, or without the support of the KCPL Board, (c) any oral or written proposal to KCPL or any of its shareholders relating to an acquisition of, or a business combination involving KCPL (by merger, tender offer or otherwise) or relating to the acquisition of any of its capital stock or all or a substantial portion of its revenues or income by way of a joint venture, negotiated purchase, lease, license, exchange or other means or (d) any other extraordinary transactions involving KCPL. Pursuant to such engagement letter, KCPL has agreed to retain Merrill Lynch on terms and conditions customarily established by major investment banking firms for similar services in similar circumstances at such time. KCPL has also agreed to reimburse Merrill Lynch for its reasonable out-of-pocket expenses and to indemnify Merrill Lynch and certain related persons against certain liabilities in connection with its engagement, including certain liabilities under the federal securities laws. KCPL has retained D.F. King & Co., Inc. to assist KCPL in its solicitation of proxies in connection with the Mergers and to assist KCPL in connection with its communications with its shareholders with respect to, and to provide other services to KCPL in connection with, the Mergers and the Western Resources Offer. Such firm will receive reasonable and customary compensation for its services and will be reimbursed for its out-of-pocket expenses in connection therewith. KCPL has agreed to indemnify such firm against certain liabilities arising out of or in connection with its engagement. KCPL has retained Abernathy MacGregor Scanlon and Burson-Marsteller as public relations advisors in connection with the Mergers and the Western Resources Offer. Such firms will receive reasonable and customary compensation for their services and will be reimbursed for their out-of-pocket expenses in connection therewith. KCPL has agreed to indemnify such firms against certain liabilities arising out of or in connection with their engagement. Except as set forth above, neither KCPL nor any person acting on its behalf has employed, retained or compensated any person to make solicitations or recommendations to shareholders with respect to the Mergers or the Western Resources Offer. ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES (a) Except as described below, there have been no transactions in shares of KCPL Common Stock which were effected during the past 60 days by KCPL, or, to the best knowledge of KCPL, any executive officer, director, affiliate or subsidiary of KCPL. The following officers of KCPL have made purchases of KCPL Common Stock in the last 60 days pursuant to KCPL's employee savings plan in the amounts set forth beside their names: B. J. Beaudoin (74 shares); F. L. Branca (69 shares); S. W. Cattron (50 shares); C. R. Cole (108 shares); J. J. DeStefano (141 shares); M. Jackson (96 shares); A. D. Jennings (295 shares); J. S. Latz (52 shares); D. M. Morgan (126 shares); N. A. Roadman (70 shares); M. C. Sholander (47 shares); R. A. Spring (68 shares); B. M. Tate (80 shares); R. G. Wasson (74 shares) and J. T. White (111 shares). 11 The following directors of KCPL have made purchases of KCPL Common Stock in the last 60 days pursuant to KCPL's dividend reinvestment plan in the amounts set forth beside their names: D. L. Bodde (12 shares); W. H. Clark (4 shares); R. J. Dineen (4 shares); A. J. Doyle (4 shares); W. T. Grant (4 shares); G. E. Nettels (4 shares); L. H. Talbot (4 shares) and R. H. West (4 shares). (b) To the best knowledge of KCPL, none of its executive officers, directors, affiliates or subsidiaries presently intends to tender shares of KCPL Common Stock to Western Resources pursuant to the Western Resources Offer or to sell any shares of KCPL Common Stock that are owned beneficially or held of record by such persons, in each case, subject to and consistent with any fiduciary obligations in the case of shares of KCPL Common Stock held by a fiduciary. ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY (a) and (b). As described under Item 3(b) above, KCPL, UCU and KCU entered into the Original Merger Agreement as of January 19, 1996, and on May 20, 1996, KCPL, Sub, KCU and UCU entered into the Merger Agreement. The terms of the Merger Agreement are more fully set forth in the Merger Agreement, which is incorporated herein by reference and filed as Exhibit 3, and in the Summary of the Joint Proxy Statement/Prospectus, which is incorporated herein by reference and is attached hereto as Exhibit 9. A description of the background of the Mergers is contained in Item 3(b) above and under the heading "THE MERGERS -- Background of the Mergers" at pages 32-46 of the Joint Proxy Statement/Prospectus. A copy of these pages is attached as Exhibit 7 hereto and is incorporated herein by reference. Except as described in this Item 7, KCPL is not engaged in any negotiation in response to the Western Resources Offer which relates to or would result in (i) an extraordinary transaction, such as a merger or reorganization, involving KCPL or any of its subsidiaries, (ii) a purchase, sale or transfer of a material amount of assets of KCPL or any of its subsidiaries, (iii) a tender offer for or other acquisition of securities by or of KCPL or (iv) a material change in the present capitalization or dividend policy of KCPL. ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED On May 20, 1996, KCPL commenced litigation captioned KANSAS CITY POWER & LIGHT CO. V. WESTERN RESOURCES, INC., ET AL., C.A. No. 96-552-CV-W-5 in the United States District Court for the Western District of Missouri, Western Division, against Western Resources and Robert L. Rives. In this litigation, KCPL is seeking a declaratory judgment that the Merger Agreement and the transactions contemplated thereby were adopted and may be completed in accordance with Missouri law and are not void, voidable, subject to injunction or rescission based upon any claim that KCPL's directors, officers or agents acted illegally or inequitably in adopting the Merger Agreement. KCPL also seeks a declaratory judgment that Western Resources lacks standing to challenge the Merger Agreement, the transaction contemplated thereby, or the acts leading to its adoption. On May 24, 1996, Jack R. Manson ("Manson"), a shareholder of KCPL, filed a motion to intervene in the above action as a representative of a class consisting of similarly situated KCPL shareholders. Manson also requested leave to file an answer to the complaint, in which he would assert counterclaims against KCPL and each of its directors, who would be joined as counterclaim defendants. The proposed counterclaims would allege that KCPL and its directors breached fiduciary duties of care, loyalty and disclosure in responding to Western Resources' acquisition overtures, including their adoption of the Merger Agreement; that their actions in adopting the Merger Agreement were illegal and ULTRA VIRES; that the adoption of the Merger Agreement illegally deprived KCPL shareholders of voting and appraisal rights under Missouri law; and that the adoption of the Merger Agreement was a disproportionate response to Western Resources' acquisition offer. On June 7, 1996, this motion to intervene was granted. KCPL believes that the proposed counterclaims are without merit and will vigorously defend. On June 7, 1996, Western Resources and Rives answered the complaint in the above action and made two counterclaims against KCPL, alleging that the Merger Agreement is illegal under Missouri 12 law because it does not require approval of two-thirds of all outstanding KCPL shares and does not provide dissenters' rights to KCPL shareholders, and that the directors of KCPL breached their fiduciary duties by adopting the Merger Agreement. KCPL believes that these counterclaims are without merit and will vigorously defend. During a June 13, 1996 telephone conference concerning scheduling the proceedings in the above litigation, the court indicated that the issues of the legality of the Merger Agreement and its adoption would be heard by the court on July 25, 1996. On June 27, 1996, KCPL and its directors filed a reply to Mr. Manson's counterclaims and denied any liability on the counterclaims. Also on June 27, 1996, KCPL filed a reply to the counterclaim of Western Resources and Mr. Rives and denied any liability on the their counterclaim. In the reply to the counterclaim of Western Resources and Mr. Rives, KCPL asserted a counterclaim against Western Resources (the "KCPL counterclaim"). The KCPL counterclaim alleges that Western has violated Section 14 of the Securities Exchange Act of 1934, as amended and Rule 14a-9 thereunder by conducting a campaign of intentionally misleading statements and omissions designed to induce KCPL shareholders to vote against the Original Merger Agreement and intended to disrupt the vote on the Merger Agreement. In a July 3, 1996 telephone conference, the District Court ordered KCPL to produce the documents KCPL had listed on the privilege log it had served upon the opposing parties. The District Court ordered the documents claimed as privileged be produced to Mr. Manson, Mr. Rives and Counsel for Western Resources. On July 5, 1996, KCPL filed with the District Court a motion to stay the order to produce documents in anticipation of filing with the United States Court of Appeals for the Eighth Circuit a petition for writ of mandamus directing the District Court to vacate its order. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS Exhibit 1: Pages 73-78, 85-90, 102-109 and 120 from the Joint Proxy Statement/Prospectus. Exhibit 2: Pages 112-117 from the Original Joint Proxy Statement/Prospectus. Exhibit 3: Agreement and Plan of Merger, dated as of January 19, 1996, amended and restated as of May 20, 1996, by and among KCPL, Sub, UCU and KCU (incorporated herein by reference to Annex A to the Joint Proxy Statement/Prospectus included in Amendment No.2 to KCPL's Registration Statement on Form S-4 (File No. 333-5637) dated June 25, 1996). Exhibit 4: Press Release of KCPL issued on July 9, 1996. Exhibit 5: Letter to KCPL Shareholders dated July 9, 1996. Exhibit 6: Pages 51-58 of the Joint Proxy Statement/Prospectus. Exhibit 7: Pages 32-46 of the Joint Proxy Statement/Prospectus. Exhibit 8: Opinion of Merrill Lynch, Pierce, Fenner & Smith Incorporated, dated as of June 26, 1996 (incorporated herein by reference to Annex B to the Joint Proxy Statement/Prospectus). Exhibit 9: Summary of the Joint Proxy Statement/Prospectus. Exhibit 10: Press Release of KCPL dated April 15, 1996 (incorporated herein by reference to KCPL's Definitive Additional Materials on Schedule 14A filed on April 15, 1996). Exhibit 11: Press Release of KCPL dated April 18, 1996 (incorporated herein by reference to KCPL's Definitive Additional Materials on Schedule 14A filed on April 18, 1996). Exhibit 12: Letter to KCPL Shareholders dated April 21, 1996 (incorporated herein by reference to KCPL's Definitive Additional Materials on Schedule 14A filed on April 22, 1996).
13 Exhibit 13: Press Release of KCPL dated April 22, 1996 (incorporated herein by reference to KCPL's Definitive Additional Materials on Schedule 14A filed on April 23, 1996). Exhibit 14: Press Release of KCPL dated April 24, 1996 (incorporated herein by reference to KCPL's Definitive Additional Materials on Schedule 14A filed on April 24, 1996). Exhibit 15: Letter to KCPL shareholders dated April 29, 1996 (incorporated herein by reference to KCPL's Definitive Additional Materials on Schedule 14A filed on April 30, 1996). Exhibit 16: Press Release of KCPL dated April 30, 1996 (incorporated herein by reference to KCPL's Definitive Additional Materials on Schedule 14A filed on April 30, 1996). Exhibit 17: Press Release of KCPL dated May 6, 1996 (incorporated herein by reference to KCPL's Definitive Additional Materials on Schedule 14A filed on May 6, 1996). Exhibit 18: Press Release of KCPL dated May 6, 1996 (incorporated herein by reference to KCPL's Definitive Additional Materials on Schedule 14A filed on May 6, 1996). Exhibit 19: Letter to KCPL shareholders dated May 6, 1996 (incorporated herein by reference to KCPL's Definitive Additional Materials on Schedule 14A filed on May 6, 1996). Exhibit 20: Article in May 6, 1996 Employee Newsletter (incorporated herein by reference to KCPL's Definitive Additional Materials on Schedule 14A filed on May 6, 1996). Exhibit 21: Press Release of KCPL dated May 16, 1996 (incorporated herein by reference to KCPL's Definitive Additional Materials on Schedule 14A filed on May 16, 1996). Exhibit 22: Press Release of KCPL dated May 17, 1996 (incorporated herein by reference to KCPL's Definitive Additional Materials on Schedule 14A filed on May 17, 1996). Exhibit 23: Press Release of KCPL dated May 20, 1996 (incorporated herein by reference to KCPL's Form 8-K filed on May 22, 1996). Exhibit 24: Letter to KCPL shareholders dated May 31, 1996 (incorporated herein by reference to KCPL's Soliciting Material Pursuant to Rule 240.14a-12 filed on May 30, 1996). Exhibit 25: Letter to KCPL shareholders dated June 19, 1996 (incorporated herein by reference to KCPL's Soliciting Material Pursuant to Rule 240.14a-12 filed on June 20, 1996). Exhibit 26: Press Release of KCPL dated June 25, 1996 (incorporated herein by reference to KCPL's Soliciting Material Pursuant to Rule 240.14a-12 filed on June 25, 1996). Exhibit 27: Press Release of KCPL dated July 1, 1996 (incorporated herein by reference to KCPL's Definitive Additional Materials on Schedule 14A filed on July 1, 1996). Exhibit 28: Letter to KCPL shareholders dated July 5, 1996 (incorporated herein by reference to KCPL's Definitive Additional Materials on Schedule 14A filed on July 5, 1996). Exhibit 29: Press Release of KCPL dated July 8, 1996 (incorporated herein by reference to KCPL's Definitive Additional Materials on Schedule 14A filed on July 8, 1996). Exhibit 30: Complaint of Kansas City Power & Light Company against Western Resources, Inc. and Robert L. Rives (dated May 20, 1996, C.A. No. 96-552-CV-W-5, U.S. District Court for the Western District of Missouri, Western Division). Exhibit 31: Answer of Defendants Western Resources, Inc. and Robert L. Rives (dated June 7, 1996, C.A. No. 96-552-CV-W-5, U.S. District Court for the Western District of Missouri, Western Division). Exhibit 32: Counterclaim of Western Resources, Inc. and Robert L. Rives against Kansas City Power & Light Company (dated June 7, 1996, C.A. No. 96-552-CV-W-5, U.S. District Court for the Western District of Missouri, Western Division).
14 Exhibit 33: Order Granting Jack R. Manson's Motion to Intervene (dated June 7, 1996, C.A. No. 96-552-CV-W-5, U.S. District Court for the Western District of Missouri, Western Division). Exhibit 34: Answer and Counterclaim in Intervention by Jack Manson, individually and on behalf of all individual and/or entities similarly situated, as Intervenor Defendant and Counterclaim Plaintiff, the answer being to the Complaint (Exhibit 30) and the Counterclaim being against Kansas City Power & Light Co. and third party Counterclaim Defendants A. Drue Jennings, Dr. David L. Bodde, William H. Clark, Robert J. Dineen, Arthur J. Doyle, W. Thomas Grant, II, George E. Nettels, Jr., Linda Hood Talbott, Ph.D., and Robert H. West (order allowing intervention granted June 7, 1996, C.A. No. 96-552-CV-W-5, U.S. District Court for the Western District of Missouri, Western Division). Exhibit 35 Plaintiff's Reply to the Counterclaim of Western Resources, Inc. and Robert L. Rives and Counterclaim of Kansas City Power and Light Company against Western Resources, Inc. (dated June 27, 1996, C.A. No. 96-552-CV-W-5, U.S. District Court for the Western District of Missouri, Western Division). Exhibit 36: Plaintiff's and Counterclaim Defendants' Reply to Intervenor Mason's Counterclaim (dated June 27, 1996, C.A. No. 96-552-CV-W-5, U.S. District Court for the Western District of Missouri, Western Division). Exhibit 37: Kansas City Power & Light Company's Motion for Stay Pending Disposition of a Petition for Writ of Mandamus (dated July 5, 1996, C.A. No. 96-552-CV-W-5, U.S. District Court for the Western District of Missouri, Western Division).
SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. KANSAS CITY POWER & LIGHT COMPANY By: /s/ JEANIE SELL LATZ ----------------------------------- Jeanie Sell Latz SENIOR VICE PRESIDENT, CORPORATE SECRETARY AND CHIEF LEGAL OFFICER Dated: July 9, 1996 15


CONFLICTS OF INTEREST

    In  considering the recommendations of the KCPL Board and the UCU Board with
respect to the  Mergers, stockholders should  be aware that  certain members  of
KCPL's  and UCU's management  and Boards of Directors  have certain interests in
the Mergers that are in  addition to the interests  of stockholders of KCPL  and
UCU  generally. The Boards  of Directors of each  of KCPL and  UCU were aware of
these interests  and considered  them,  among other  matters, in  approving  the
Merger Agreement, the Mergers and the transactions contemplated thereby.

    EMPLOYMENT  AGREEMENTS.   The  Employment  Agreements with  each  of Messrs.
Jennings and Green will become effective  upon the consummation of the  Mergers.
The  term of each Employment Agreement shall last until the fifth anniversary of
the Effective Time.  Pursuant to  Mr. Jennings' Employment  Agreement, from  the
Effective  Time until the  date of the  annual meeting of  shareholders of Maxim
that occurs  in  2002,  Mr.  Jennings  will serve  as  Chairman  of  Maxim,  and
thereafter  until the expiration of his  Employment Agreement will serve as Vice
Chairman of  Maxim. From  the Effective  Time until  the earlier  of the  annual
meeting  of shareholders of Maxim  that occurs in 2002  or the date Mr. Jennings
ceases to serve as  Chairman, Mr. Green  will serve as  Vice Chairman and  Chief
Executive  Officer  of  Maxim,  and  thereafter  until  the  expiration  of  his
Employment Agreement will serve as Chairman and Chief Executive Officer. See "--
Employment Agreements."  The Employment  Agreements  with Messrs.  Jennings  and
Green  provide  that each  will receive  an annual  base salary,  short-term and
long-term incentive compensation  and supplemental retirement  benefits no  less
than  they received before the Effective Time  and no less than any other senior
executive officer  of  Maxim. Such  compensation  continues  to be  set  in  the
discretion of the KCPL Board and the UCU Board, respectively. Based upon current
compensation  levels, Messrs.  Jennings and Green  would each  receive an annual
base salary of $630,000  and be eligible  for annual bonuses  of between $0  and
approximately  $1,040,000,  depending  upon  performance.  Under  the Employment
Agreements, Mr. Jennings and Mr. Green may become entitled to certain  severance
benefits upon termination of their employment

 
                                       73


under  specified circumstances. The  amount of such benefits  is based on, among
other  things,  the  remaining  term  of  the  Employment  Agreement  and  their
compensation in effect at the time of such termination of employment. Based upon
the  salary levels currently in effect, if the employment of Mr. Jennings or Mr.
Green is terminated immediately following the consummation of the Mergers  under
circumstances  entitling them to receive severance  benefits, they would each be
entitled to  a severance  payment  ranging from  approximately $1.9  million  to
approximately $3.1 million, plus certain amounts in respect of bonuses and other
benefits.  Because the maximum severance would be payable only if the employment
of Mr. Jennings or Mr. Green is terminated immediately following consummation of
the Mergers, and because the KCPL Board  and the UCU Board have determined  that
it  is in the best interest of Maxim to continue to employ both Mr. Jennings and
Mr. Green,  the Boards  believe that  it  is highly  unlikely that  the  maximum
severence will actually become payable.
 
    EMPLOYEE   PLANS  AND  SEVERANCE  ARRANGEMENTS.    Under  certain  severance
arrangements entered into by KCPL and  UCU, certain payments may become  payable
in connection with the Mergers. In addition, stock options outstanding under the
UCU  Plan and  the UCU 1986  Plan vested  upon execution of  the Original Merger
Agreement. Restricted stock outstanding under the  UCU 1986 Plan will vest  upon
consummation of the Mergers. See "-- Employee Plans and Severance Arrangements."
 
    Each  of KCPL's five most highly compensated executive officers have entered
into a KCPL  Severance Agreement.  Payments which  could be  made under  certain
circumstances  to  such  individuals  in  the  event  of  their  termination  of
employment after the Mergers are as follows: Mr. A. Drue Jennings -- $2,275,384;
Mr. Bernard  J. Beaudoin  -- $1,129,949;  Mr. Marcus  Jackson --  $861,161;  Mr.
Ronald  G. Wasson -- $1,045,065;  Mr. J. Turner White  -- $780,736. In addition,
each of  these individuals,  if they  receive the  severance payments  described
above,  would also receive  the following amounts  in deferred compensation: Mr.
Jennings -- $282,196; Mr. Beaudoin -- $54,025; Mr. Jackson -- $0; Mr. Wasson  --
$113,493; and Mr. White -- $0.
 
    Except  for Mr. Charles  Dempster, each of the  five most highly compensated
executive officers of UCU entered into a UCU Severance Agreement. Payments which
could be made under certain  circumstances to such individuals upon  termination
of  their employment  after the  Mergers are  as follows:  Mr. Richard  Green --
$1,890,000, Mr. Robert  Green -- $1,440,000;  Mr. Burgess --  $722,304; and  Mr.
Miller -- $841,548.
 
    Stock options vested for the five most highly compensated executive officers
of  UCU are as follows: Mr. Richard Green -- 120,565 shares; Mr. Robert Green --
74,194; Mr. Burgess -- 21,744; Mr. Dempster -- 41,582; and Mr. Miller -- 32,022.
Restricted stock which will  vest for such officers  is as follows: Mr.  Richard
Green  -- 44,536 shares;  Mr. Robert Green  -- 19,601; Mr.  Burgess -- none; Mr.
Dempster -- 4,132; and Mr. Miller -- 3,493.
 
    BOARD OF DIRECTORS.  As provided  in the Merger Agreement, at the  Effective
Time,  the Maxim Board  will consist of 18  directors, nine of  whom will be the
then existing  directors  of  KCPL  immediately prior  to  the  Effective  Time,
including Mr. Jennings, and nine of whom will be designated by UCU. To date, UCU
has not determined which individuals, in addition to Richard C. Green, Jr., will
be  its  designees to  serve as  directors of  Maxim as  of the  Effective Time.
However, it is currently anticipated that the directors of UCU immediately prior
to the Effective  Time will serve  as UCU's  designees to the  Maxim Board.  See
"MAXIM FOLLOWING THE MERGERS -- Maxim Board of Directors."
 
    INDEMNIFICATION.  The parties have agreed in the Merger Agreement that Maxim
will  indemnify, to the fullest extent  permitted by applicable law, the present
and former  officers, directors  and employees  of each  of the  parties to  the
Merger  Agreement or any  of their Subsidiaries  against certain liabilities (i)
arising out of actions or omissions occurring at or prior to the Effective  Time
that arise from or are based on such service as an officer, director or employee
or  (ii)  that are  based on  or arise  out  of or  pertain to  the transactions
contemplated by the Merger Agreement, and to maintain policies of directors' and
officers' liability insurance for a period of not less than six years after  the
Effective  Time, provided that Maxim shall not be required to expend in any year
an amount in excess of  200% of the annual  aggregate premium currently paid  by
KCPL and UCU for such insurance. To the fullest

 
                                       74


extent  permitted  by law,  from and  after  the Effective  Time, all  rights to
indemnification existing  in  favor  of  the  employees,  agents,  directors  or
officers  of KCPL, UCU  and their respective Subsidiaries  with respect to their
activities as such prior to the Effective Time, as provided in their  respective
articles of incorporation and bylaws in effect on January 19, 1996, or otherwise
in  effect on January 19, 1996, shall  survive the Mergers and shall continue in
full force and effect for a period of not less than six years from the Effective
Time. See "THE MERGER AGREEMENT -- Directors' and Officers' Indemnification."

CERTAIN ARRANGEMENTS REGARDING THE DIRECTORS AND MANAGEMENT OF MAXIM

    In connection with the Mergers, the Maxim Board, at the Effective Time, will
consist of 18 persons, nine of whom will be the then existing directors of  KCPL
immediately  prior to the Effective Time, and nine of whom will be designated by
UCU. To date, UCU has not  determined which individuals, in addition to  Richard
C.  Green, Jr., will be its  designees to serve as directors  of Maxim as of the
Effective Time. However, it is currently  anticipated that the directors of  UCU
immediately  prior to the Effective Time will  serve as the initial directors of
Maxim. Robert K. Green, brother of Richard C. Green, Jr., will be the  president
of  Maxim and Marcus Jackson will serve  as Maxim's executive vice president and
chief operating  officer. Robert  K. Green  is currently  president of  UCU  and
Marcus Jackson is senior vice president and chief operating officer of KCPL. See
"MAXIM  FOLLOWING THE MERGERS -- Maxim Board of Directors" and "-- Management of
Maxim."

    The Merger Agreement provides that  during the three-year period  commencing
at the Effective Time, certain provisions thereof (including provisions relating
to  existing employee agreements, workforce matters, benefit plans, stock option
and other  plans and  certain officer  positions of  Maxim) may  be enforced  on
behalf of the officers, directors and employees of KCPL and UCU, as the case may
be, by the directors of Maxim designated by KCPL and UCU, respectively (or their
successors).

EMPLOYMENT AGREEMENTS

    Forms  of  the  Employment  Agreements of  Messrs.  Jennings  and  Green are
attached hereto as Annexes F and G, respectively. Messrs. Jennings and Green are
sometimes  hereinafter  individually  referred   to  as  the  "Executive."   The
Employment  Agreements will  become effective  only at  the Effective  Time. The
provisions of the Employment Agreements which relate to the Executive serving as
a director on the Maxim Board assume that the Executive is elected to the  Maxim
Board by Maxim shareholders.

    The term of each Employment Agreement shall last until the fifth anniversary
of  the Effective Time. Pursuant to Mr. Jennings' Employment Agreement, from the
Effective Time until  the date of  the annual meeting  of shareholders of  Maxim
that  occurs  in  2002,  Mr.  Jennings will  serve  as  Chairman  of  Maxim, and
thereafter until the expiration of his  Employment Agreement will serve as  Vice
Chairman  of Maxim.  From the  Effective Time  until the  earlier of  the annual
meeting of shareholders of Maxim  that occurs in 2002  or the date Mr.  Jennings
ceases  to serve as  Chairman, Mr. Green  will serve as  Vice Chairman and Chief
Executive  Officer  of  Maxim,  and  thereafter  until  the  expiration  of  his
Employment Agreement will serve as Chairman and Chief Executive Officer.

    Each Employment Agreement provides that the Executive will receive an annual
base  salary, short-term  and long-term incentive  compensation (including stock
options and restricted stock) and supplemental retirement benefits no less  than
they  received before the Effective Time, as  well as life insurance providing a
death benefit of three times their  annual base salaries. The Executive is  also
entitled  to  retirement  and  welfare  benefits  on  the  same  basis  as other
executives, and certain  fringe benefits  and to an  unreduced early  retirement
benefit under certain circumstances.

    CERTAIN  OBLIGATIONS OF MAXIM UPON TERMINATION  OF EMPLOYMENT AGREEMENT.  If
Maxim terminates the employment of the Executive without "cause" (as defined  in
the  Employment Agreements) or the Executive terminates his employment for "good
reason" (as defined  in the  Employment Agreements,  and which  term includes  a
termination  by the Executive for any reason during the 30-day period commencing
on the  third  anniversary of  the  UCU Effective  Time),  (i) Maxim  shall  pay

 
                                       75


to  the Executive in a lump sum, a cash amount equal to (a) the present value of
the Executive's annual base salary and incentive compensation (assuming  targets
have  been met) payable through the end  of the term of the Employment Agreement
or, if longer, for a period of three years (the "Continuation Period"), each  at
the rate in effect at the time of termination of the Executive's employment, (b)
except with respect to benefits described in clause (ii) below, the value of all
insurance,  expenses and  fringe benefits to  which he would  have been entitled
through the Continuation Period and (c)  the value of all deferred  compensation
amounts  (together with accrued interest or earnings thereon), and all executive
life insurance benefits whether  or not then vested  or payable, and (ii)  Maxim
shall  continue medical and welfare benefits  to the Executive and/or his family
at least equal to those which would have been provided had he remained  employed
by  Maxim through  the end  of the  Continuation Period.  If the  Executive dies
during the term of the Employment Agreement, Maxim will pay to the Executive  or
his  beneficiaries or estate  all compensation earned through  the date of death
(including previously deferred compensation and pro rata incentive  compensation
based  upon the  maximum potential  awards). If  the Executive  is terminated by
Maxim for  cause or  if the  Executive terminates  his employment  without  good
reason,  Maxim will pay his base salary through the date of termination plus any
previously deferred compensation. Any amounts paid to the Executive pursuant  to
his  severance agreement will be netted against amounts due under his Employment
Agreement. See "-- Employee Plans and Severance Arrangements."
 
EMPLOYEE PLANS AND SEVERANCE ARRANGEMENTS
 
    UCU has  entered  into Severance  Compensation  Agreements with  36  of  its
officers  (each, a "UCU Severance Agreement").  The UCU Severance Agreements are
intended to provide for continuity  of management in the  event of a "change  of
control"  of  UCU  or a  "spin-off"  of  a  business  unit of  UCU.  Under  such
agreements, executives are entitled to certain severance benefits if,  following
a  (a) "change  of control," the  executive's employment with  UCU is terminated
within the three-year period following the "change  of  control," (b) "spin-off"
affecting  the  executive,  the  executive is  terminated  and  does  not become
employed by the "spin-off purchaser" or (c) "spin-off " affecting the executive,
the executive's employment  with the "spin-off  purchaser" is terminated  within
the  one-year  period following  the "spin-off,"  unless  such termination  is a
result of the executive's (i) "disability," (ii) "retirement," (iii) termination
for "cause,"  or (iv)  decision to  terminate employment  other than  for  "good
reason"  (each as defined  in the UCU  Severance Agreements). Severance benefits
include (A) a lump-sum cash amount equal to 2.99 times the executive's  "average
annual compensation" in the event of a "change in control," or (B) 1.0 times the
executive's  "average  annual compensation"  in the  event  of a  "spin-off." In
addition, each UCU Severance  Agreement provides for  (1) acceleration of  stock
options  granted to  the executive pursuant  to UCC's stock  incentive plan, (2)
lapsing of any  restrictions relating  to stock awards  under such  plan, (3)  a
lump-sum cash payment of any deferred compensation, (4) immediate vesting in any
long-term  incentive  compensation  under UCU's  long-term  incentive  plan, (5)
payment of a percentage of the cost of insurance continuation benefits on behalf
of the executive pursuant to the Consolidated Omnibus Budget Reconciliation  Act
of  1986 and  any other  benefits relating  to health  or medical  care that are
available under UCU policy to the executive following termination of employment,
and (6)  a lump-sum  cash  amount equal  to the  annual  incentive paid  to  the
executive  in each of the immediately preceding two calendar years, in the event
of a  "change  in  control," other  than  a  "spinoff," or  in  the  immediately
preceding  calendar year  in the  event of  a "spin-off."  Severance benefits to
executives are  effectively  limited  by  Section 280G  of  the  Code,  and  are
therefore subject to adjustment in the event it is determined that such benefits
exceed  or fall below the  maximum amount permitted under  the Code. The Mergers
will, at  the Effective  Time, constitute  a "change  in control."  If  benefits
become  payable under all of the  UCU Severance Agreements, the aggregate amount
that Maxim would  be required  to pay  thereunder would  be approximately  $20.5
million.
 
    KCPL  has entered into severance agreements with a number of its executives,
including its  seven most  senior executives  (each agreement  with such  senior
executives, a "KCPL Severance Agreement"). Each of the KCPL Severance Agreements
provides for the payment of severance benefits

 
                                       76


upon  termination  of  employment with  KCPL  (a) during  the  three-year period
beginning with a "change in control" of  KCPL (or, if later, beginning with  the
consummation  of the  transaction the approval  of which  by KCPL's shareholders
constitutes a change in control), unless  such termination of employment is  (i)
by  KCPL for  "cause," (ii) by  the senior  executive for any  reason other than
"good reason" (each as defined in the  KCPL Severance Agreements) or (iii) as  a
result  of the senior executive's  death or disability or  (b) during the 30-day
period commencing one year after change in control (or, if later, beginning with
the consummation of the transaction the approval of which by KCPL's shareholders
constitutes a change in control).
 
    If a senior  executive's employment  is terminated  under the  circumstances
described  in the immediately  preceding paragraph, KCPL is  obligated to pay or
provide to such executive the following benefits: (A) a lump-sum cash amount  in
an  amount equal to (i)  three times the senior  executive's highest annual base
salary as in effect during the 12-month period immediately prior to the date  of
termination,  plus (ii)  three times  the senior  executive's average annualized
incentive compensation awards  paid or  payable pursuant to  the KCPL  Incentive
Compensation  Plan during the five fiscal years immediately preceding the fiscal
year in which the Mergers occur; (B)  a lump-sum cash amount equal to the  value
of  three additional years  of credit service under  the KCPL Management Pension
Plan and any  related agreement, and  (C) a  lump-sum cash amount  equal to  the
value  of  the unvested  portion (if  any) of  such senior  executive's employer
matching contributions under the KCPL Cash or Deferred Arrangement. In addition,
each KCPL  Severance Agreement  provides for  three years'  continuation of  all
medical,  accident,  disability and  life insurance  plans  with respect  to the
senior executive.  The  KCPL  Severance Agreements  provide  for  an  additional
payment  to be  made to the  senior executive  in order to  indemnify the senior
executive for any excise tax imposed by Section 4999 of the Code on any  payment
or distribution by KCPL or its affiliated companies to or for the benefit of the
senior   executive.  If  benefits  become   payable  under  the  KCPL  Severance
Agreements, the aggregate amount that Maxim would be required to pay  thereunder
to the five most highly compensated officers of KCPL would be approximately $6.1
million.
 
MAXIM PLANS
 
    Pursuant  to the  terms of  the Merger  Agreement, Maxim  will implement the
Maxim Plans described below, subject to shareholder approval thereof at the KCPL
Meeting. Each of the Maxim Plans will become effective as of the Effective Time.
 
    MAXIM STOCK INCENTIVE PLAN.  This plan is a comprehensive stock compensation
plan designed to provide Maxim with the ability to provide incentives linked  to
the  profitability of  its businesses  and increases  in stockholder  value. The
Maxim Stock Incentive Plan  provides for the grant  of stock options,  including
incentive stock options ("ISOs"), stock appreciation rights ("SARs"), restricted
stock  and performance units. The maximum number of shares of Maxim Common Stock
available for issuance  under the plan  is 9,000,000 shares,  but not more  than
3,000,000  shares  may be  issued  as restricted  stock,  no participant  may be
granted awards covering in excess of 600,000 shares of Maxim Common Stock in any
one year and no participant may be granted performance units in any one calendar
year payable in cash in an  amount that would exceed $2,000,000. The  Nominating
and   Compensation  Committee  of  the  Maxim  Board  (the  "Maxim  Compensation
Committee") will administer the plan and  make awards thereunder, and will  have
broad  authority to fix  the terms and conditions  of individual agreements with
participants. This plan is being submitted to shareholders of KCPL for approval,
and is described in greater detail under "APPROVAL OF MAXIM PLANS -- Maxim Stock
Incentive Plan" elsewhere in  this Joint Proxy  Statement/Prospectus; a copy  of
the  plan is attached  as Annex D.  Following implementation of  the Maxim Stock
Incentive Plan, no further obligations will be incurred under the existing stock
incentive plans of KCPL and UCU.
 
    MAXIM MIC  PLAN.   This plan  is a  short-term incentive  compensation  plan
designed  to benefit eligible employees of Maxim and its subsidiaries. The Maxim
MIC Plan rewards  key management personnel  for meeting established  individual,
group  and  corporate goals.  Employees  who participate  in  this plan  will be
granted awards  payable in  cash, shares  of Maxim  Common Stock  or such  other

 
                                       77


form  as may  be determined  by the Maxim  Compensation Committee  to the extent
predetermined goals are attained within the performance period. Awards are based
on a  percentage of  a participant's  annual  base salary.  This plan  is  being
submitted  to shareholders  of KCPL  for approval,  and is  described in greater
detail under "APPROVAL OF MAXIM PLANS -- Maxim MIC Plan" elsewhere in this Joint
Proxy Statement/Prospectus; a copy of the plan is attached as Annex E. Following
implementation of the Maxim  MIC Plan, no further  obligations will be  incurred
under the existing short-term incentive plans of KCPL and UCU.
 
    ACTIONS  WITH RESPECT TO  EXISTING STOCK OPTIONS  AND CERTAIN OTHER EXISTING
ARRANGEMENTS.   All stock  options to  acquire UCU  Common Stock  under the  UCU
Employee  Stock  Option  Plan  and  UCU  1986  Stock  Incentive  Plan  that  are
outstanding at the Effective  Time will be converted  into options to buy  Maxim
Common  Stock, and the  number of shares  and exercise price  under such options
will be  adjusted  so as  to  preserve both  the  same aggregate  gain  or  loss
immediately after the Effective Time as existed immediately before the Effective
Time  and the ratio of the exercise price per share subject to such stock option
to the fair market  value per underlying share,  provided, however, that in  the
case of any stock option which is intended to be an ISO, the conversion shall be
adjusted,  if necessary, to comply  with Section 424(a) of  the Code. Maxim will
assume the obligation  to honor such  options and any  other outstanding  awards
under the existing stock incentive plans of UCU, and the terms and conditions of
such  options and awards will otherwise remain  the same as before the Effective
Time after giving effect to  the conversion ratio of  the UCU Common Stock.  See
"THE MERGER AGREEMENT -- Benefit Plans."
 
DIVIDEND REINVESTMENT PLAN
 
    It is anticipated that, after the Effective Time, Maxim will have a dividend
reinvestment  and  stock  purchase  plan.  Participants  in  the  KCPL  Dividend
Reinvestment Plan  immediately prior  to  the Effective  Time will  continue  to
participate in the Maxim dividend reinvestment and stock purchase plan after the
Effective  Time. Following the Effective Time, former common stockholders of UCU
will be  able  to participate  in  the  Maxim dividend  reinvestment  and  stock
purchase plan with respect to the shares of Maxim Common Stock that they receive
in  the  UCU  Merger,  and  to  have  their  accounts  under  the  UCU  Dividend
Reinvestment and Common Stock  Purchase Plan transferred  to the Maxim  dividend
reinvestment  and  stock purchase  plan. Stockholders  of KCPL  and UCU  will be
notified as to the terms of  the Maxim dividend reinvestment and stock  purchase
plan as soon as practicable after such terms have been finalized.

                                       78


CERTAIN COVENANTS
 
    Pursuant  to the  Merger Agreement,  each of  KCPL and  UCU has  agreed that
during the period from the Original Execution Date until the UCU Effective  Time
or  earlier  termination of  the Merger  Agreement, except  as permitted  by the
Merger Agreement (including the  disclosure schedules thereto)  or as the  other
party  otherwise  consents in  writing, it  will (and  each of  its Subsidiaries
will), subject to certain exceptions specified therein, among other things:  (a)
carry on its business in the ordinary course consistent with prior practice; (b)
not  declare or pay any  dividends on or make  other distributions in respect of
any of its  capital stock,  other than  (i) to  such party  or its  wholly-owned
Subsidiaries,  (ii) dividends required to be paid  on any UCU Preferred Stock or
KCPL Preferred  Stock, (iii)  regular quarterly  dividends to  be paid  on  KCPL
Common  Stock and UCU Common  Stock not to exceed 105%  of the dividends for the
comparable period of the prior fiscal year, and (iv) dividends by AGP, UtiliCorp
U.K., Inc., UtiliCorp U.K.  Limited, West Kootenay  Power Ltd., UtiliCorp  N.Z.,
Inc.,  and  any Subsidiaries  of  such entities;  (c)  not effect  certain other
changes in its  capitalization other than  redeeming all series  and classes  of
KCPL  Preferred Stock  and the  UCU Preferred  Stock, or  funding employee stock
ownership plans in accordance with past practice; (d) not issue, sell or dispose
of any capital stock or securities convertible into capital stock other than (i)
intercompany issuances of capital stock and (ii) up to 2,000,000 shares of  KCPL
Common  Stock or UCU Common Stock,  as the case may be,  to be issued during any
fiscal year pursuant to employee benefit plans, stock option and other incentive
compensation  plans,   directors'  plans   and  stock   purchase  and   dividend
reinvestment  plans, except that, as set  forth in the disclosure schedules, UCU
may issue approximately 5.3 million additional  shares of UCU Common Stock;  (e)
not  incur indebtedness (or guarantees thereof),  other than (i) indebtedness or
guarantees or "keep well" or other  agreements either in the ordinary course  of
business  consistent  with  past practice,  or  not aggregating  more  than $250
million, (ii) arrangements between such party and its Subsidiaries or among  its
Subsidiaries,  (iii) in connection with  the refunding of existing indebtedness,
(iv) in connection with any permitted redemption of any series or class of  KCPL
Preferred  Stock  or of  UCU  Preferred Stock,  or (v)  as  may be  necessary in
connection with certain permitted acquisitions or capital expenditures; (f)  not
engage  in material  acquisitions, except individual  acquisitions not exceeding
$25 million in equity invested and  not requiring board of directors'  approval,
provided  that the total amount invested in any fiscal year does not exceed $150
million; (g) not make any capital expenditures during any fiscal year  exceeding
125%  of the  amounts budgeted;  (h) not  sell or  dispose of  assets during any
fiscal year singularly  or in  an aggregate  amount equalling  or exceeding  $25
million,    other    than    dispositions   in    the    ordinary    course   of

 
                                       85


business consistent with past  practice; (i) not enter  into, adopt or amend  or
increase  the amount  or accelerate  the payment  or vesting  of any  benefit or
amount payable under  any employee  benefit plan or  other contract,  agreement,
commitment,  arrangement,  plan,  trust,  fund  or  policy,  except  for  normal
increases in the ordinary course of business consistent with past practice that,
in the  aggregate,  do  not  result  in  a  material  increase  in  benefits  or
compensatory  expenses;  (j)  not enter  into  or amend  any  employee severance
agreement other than  in the ordinary  course of business  consistent with  past
practice;  (k) not deposit into any  trust (including any "rabbi trust") amounts
in respect  of any  employee benefit  obligations or  obligations to  directors,
provided  that transfers into any trust, other  than a rabbi or other trust with
respect to any non-qualified  deferred compensation, may  be made in  accordance
with past practice; (l) not engage in any activity which would cause a change in
its  status  under the  1935 Act;  (m) not  make any  changes in  its accounting
methods other than as required by  law or in accordance with generally  accepted
accounting  principles; (n) not take any action to prevent Maxim from accounting
for the Mergers as a  pooling of interests; (o) not  take any action that  would
adversely  affect the status  of the Mergers as  a tax-free reorganization under
the Code; (p) not enter into any material agreements with affiliates (other than
wholly-owned subsidiaries) or the parties' respective Joint Ventures, other than
on an arm's-length basis; (q) cooperate with the other party, provide reasonable
access to its books and  records and notify the  other party of any  significant
changes;  (r)  subject  to applicable  law,  discuss  with the  other  party any
proposed changes in its rates or  charges (other than pass-through fuel and  gas
rates  or charges) or standards of service or accounting; consult with the other
prior to  making  any  filing  (or any  amendment  thereto),  or  effecting  any
agreement,  commitment, arrangement or consent with governmental regulators; and
not make any filing to change its rates on file with the FERC that would have  a
material adverse effect on the benefits associated with the Mergers; (s) use all
commercially  reasonable efforts to  obtain certain third-party  consents to the
Mergers; (t) not  take any  action reasonably  likely to  materially breach  the
Merger  Agreement or any of its representations and warranties; (u) not take any
action that  is  likely to  jeopardize  the  qualification of  KCPL's  or  UCU's
outstanding revenue bonds as "exempt facility bonds" or as tax-exempt industrial
development  bonds;  (v)  create a  joint  transition management  task  force to
examine alternatives  to  effect  the  integration  of  the  parties  after  the
Effective  Time;  (w)  refrain from  taking  specified actions  relating  to tax
matters; (x) maintain customary and adequate insurance and existing governmental
permits; and (y) not  discharge or satisfy any  material claims, liabilities  or
obligations,  other than  discharges (in the  ordinary course of  business or in
accordance with  their  terms)  of  liabilities reflected  in  the  most  recent
consolidated financial statements.
 
    The  Merger Agreement  provides that the  parties will  execute such further
documents and instruments and take such actions as are necessary and  reasonably
requested  by the other party  to consummate the Mergers  in accordance with the
terms of the Merger Agreement.

                                       86



MAXIM BOARD OF DIRECTORS
 
    The Merger Agreement provides  that at the Effective  Time, the Maxim  Board
will  consist of 18 persons, nine of whom will be the then existing directors of
KCPL prior to  the Effective Time  and nine of  whom will be  designated by  UCU
prior  to  the Effective  Time. If,  prior to  the Effective  Time, any  of such
designees declines or is unable to serve, the party that designated such  person
will designate another person to serve in such person's stead. As of the date of
this  Joint Proxy Statement/Prospectus, UCU has  not decided who, in addition to
Mr. Green, will be designated  to serve on the  Maxim Board after the  Effective
Time.
 
DIRECTORS' AND OFFICERS' INDEMNIFICATION
 
    The  Merger Agreement provides that, to the  extent, if any, not provided by
an existing right  of indemnification  or other  agreement or  policy, from  and
after  the  Effective  Time, Maxim  will,  to  the fullest  extent  permitted by
applicable law, indemnify, defend  and hold harmless each  person who is on,  or
who has been at any time prior to, January 19, 1996, or who becomes prior to the
Effective  Time, an officer, director or employee  of any of the parties thereto
or any Subsidiary (each an  "Indemnified Party," and collectively,  "Indemnified
Parties") against all losses, expenses (including reasonable attorney's fees and
expenses), claims, damages or liabilities or, subject to the proviso of the next
succeeding  sentence,  amounts paid  in settlement,  arising  out of  actions or
omissions occurring at or prior to  the Effective Time (and whether asserted  or
claimed prior to, at or after the Effective Time) that are, in whole or in part,
based  on or  arising out of  the fact  that such person  is or  was a director,
officer or employee of such party,  and all such indemnified liabilities to  the
extent  they  are  based on  or  arise out  of  or pertain  to  the transactions
contemplated by the Merger  Agreement. In the event  of any such loss,  expense,
claim,  damage or liability (whether or  not arising before the Effective Time),
(i) Maxim will pay the reasonable fees  and expenses of counsel selected by  the
Indemnified Parties,

 
                                       87


which   counsel  must  be  reasonably  satisfactory  to  Maxim,  promptly  after
statements therefor are received and otherwise advance to such Indemnified Party
upon request reimbursement of documented expenses reasonably incurred, in either
case to the extent not prohibited by the MGCL, (ii) Maxim will cooperate in  the
defense  of any such matter and (iii) any determination required to be made with
respect to whether an  Indemnified Party's conduct  complies with the  standards
set  forth under the MGCL,  the Restated Articles of  Consolidation or Bylaws of
Maxim will be made by independent  counsel mutually acceptable to Maxim and  the
Indemnified  Party; provided,  however, that  Maxim will  not be  liable for any
settlement effected  without its  written  consent (which  consent must  not  be
unreasonably   withheld).  The  Merger  Agreement   further  provides  that  the
Indemnified Parties as a group may retain only one law firm with respect to each
related matter except to the  extent there is, in the  opinion of counsel to  an
Indemnified  Party,  under  applicable  standards  of  professional  conduct,  a
conflict on any significant  issue between positions  of such Indemnified  Party
and any other Indemnified Party or Indemnified Parties.
 
    In  addition, the Merger Agreement  requires that for a  period of six years
after the Effective Time, Maxim will  cause to be maintained in effect  policies
of  directors' and officers' liability insurance  maintained by KCPL and UCU for
the benefit of those persons  who were covered by  such policies on January  19,
1996,  on terms  no less  favorable than the  terms of  such insurance coverage,
provided that  Maxim will  not  be required  to expend  in  any year  an  amount
exceeding  200% of the annual aggregate premiums  currently paid by KCPL and UCU
for such insurance.  If the annual  premiums of such  insurance coverage  exceed
such  amount, Maxim will be obligated to  obtain a policy with the best coverage
available, in  the  reasonable judgment  of  the Maxim  Board,  for a  cost  not
exceeding  such amount. The  Merger Agreement also provides  that to the fullest
extent permitted  by law,  from and  after  the Effective  Time, all  rights  to
indemnification  existing  in  favor  of the  employees,  agents,  directors and
officers of KCPL, UCU  and their respective Subsidiaries  with respect to  their
activities  as such prior to the Effective Time, as provided in their respective
articles of  incorporation  and  by-laws  in effect  on  January  19,  1996,  or
otherwise  in effect  on January  19, 1996,  will survive  the Mergers  and will
continue in full force and effect for a  period of not less than six years  from
the Effective Time.
                                       88


BENEFIT PLANS
 
    The Merger Agreement provides that KCPL and UCU have agreed to cooperate and
agree  upon the employee benefit plans and programs to be provided by Maxim, and
that each participant of any KCPL benefit plan or UCU benefit plan shall receive
credit for purposes of  eligibility to participate,  vesting and eligibility  to
receive  benefits under any benefit plan of  Maxim or any of its subsidiaries or
affiliates that replaces  a KCPL  benefit plan  or UCU  benefit plan;  provided,
however,  that  such crediting  of service  shall not  operate to  duplicate any
benefit to  any  such  participant or  the  funding  for any  such  benefit.  In
addition,  the UCU Supplemental Contributory Retirement Plan shall be revised to
provide that references to UCU Common Stock shall instead refer to Maxim  Common
Stock.
 
    Upon  the consummation  of the  Mergers, no  additional obligations  will be
incurred under the existing short-term incentive compensation plans of KCPL  and
UCU.  Subject to shareholder approval thereof at the KCPL Meeting, the Maxim MIC
Plan will become effective  at the Effective Time.  The Maxim MIC Plan  provides
for  annual bonuses, based on percentages of  base salaries, to be awarded based
upon the achievement  of performance goals  determined in advance  by the  Maxim
Compensation  Committee. With respect to those  participants in the new plan who
are, or  who the  Maxim  Compensation Committee  determines  are likely  to  be,
"covered  individuals" within  the meaning  of Section  162(m) of  the Code with
compensation in  excess of  the limitations  set forth  in Section  162(m),  the
performance   goals  are  to  be  objective   standards  that  are  approved  by
shareholders in accordance with the  requirements for exclusion from the  limits
of  Section 162(m) of the Code  as performance-based compensation. See "APPROVAL
OF MAXIM PLANS -- Maxim MIC Plan" and Annex E.
 
    Following  the  implementation  of  the  Maxim  Stock  Incentive  Plan,   no
additional  awards will be made under the existing stock incentive plans of KCPL
and UCU. Subject to shareholder approval thereof at the KCPL Meeting, the  Maxim
Stock  Incentive Plan  will become  effective at  the Effective  Time. The Maxim
Stock Incentive Plan provides for the  grant of stock options, SARs,  restricted
stock  and  such  other  awards  based upon  Maxim  Common  Stock  as  the Maxim
Compensation Committee may  determine, subject  to shareholder  approval of  the
Maxim  Stock Incentive Plan. Maxim intends  to reserve 9,000,000 shares of Maxim
Common Stock  for  issuance  under  this  plan.  Accordingly,  the  Maxim  Stock
Incentive Plan is being submitted to shareholders for approval. See "APPROVAL OF
MAXIM PLANS -- Maxim Stock Incentive Plan" and Annex D.
 
    At  the Effective Time, (i) an option to purchase shares of UCU Common Stock
under the existing  stock incentive plans  of UCU (each,  a "UCU Stock  Option")
will  constitute an option to acquire, on the same terms and conditions (subject
to the adjustments  necessary to give  effect to the  Mergers), shares of  Maxim
Common  Stock based on  the same number of  shares of Maxim  Common Stock as the
holder of such UCU Stock Option would have been entitled to receive pursuant  to
the  Mergers had such holder exercised such  option in full immediately prior to
the Effective Time  and (ii)  each other  outstanding award  under the  existing
stock   incentive   plans   of   UCU   (each,   a   "UCU   Stock   Award")  will

 
                                       89


constitute an award based upon the same  number of shares of Maxim Common  Stock
as  the  holder of  such UCU  Stock Award  would have  been entitled  to receive
pursuant to the Mergers had such  holder been the owner, immediately before  the
Effective  Time, of the shares of UCU Common Stock on which such UCU Stock Award
is based, and otherwise on  the same terms and  conditions as governed such  UCU
Stock  Award immediately  before the Effective  Time. See "THE  MERGERS -- Maxim
Plans."
 
CERTAIN EMPLOYMENT AGREEMENTS AND WORKFORCE MATTERS
 
    Subject to  certain  provisions  in  the Merger  Agreement,  Maxim  and  its
Subsidiaries   have  agreed  to  honor,  without  modification,  all  contracts,
agreements, collective bargaining  agreements and  commitments of  KCPL and  UCU
prior  to the date of  the Merger Agreement that apply  to any current or former
employee or  current  or former  director  of  the parties  hereto.  Subject  to
applicable  collective  bargaining  agreements,  for  a  period  of  three years
following the  Effective  Time,  any  reductions  in  workforce  in  respect  of
employees  of Maxim shall be made on  a fair and equitable basis, without regard
to whether employment was with KCPL or  the KCPL Subsidiaries or UCU or the  UCU
Subsidiaries,  and  any  employee  whose  employment  is  terminated  or  job is
eliminated by  Maxim or  any of  its Subsidiaries  during such  period shall  be
entitled to participate on a fair and equitable basis in the job opportunity and
employment  placement programs offered by Maxim  or any of its Subsidiaries. Any
workforce reductions carried out following the  Effective Time by Maxim and  its
Subsidiaries  shall  be  done  in  accordance  with  all  applicable  collective
bargaining  agreements  and  all  laws  and  regulations  governing  the  Worker
Adjustment   and  Retraining   Notification  Act   and  regulations  promulgated
thereunder, and any comparable state or local law.

                                       90


                            APPROVAL OF MAXIM PLANS
 
MAXIM STOCK INCENTIVE PLAN
 
    Pursuant  to the Merger  Agreement, it was  agreed that Maxim  would adopt a
stock compensation plan to  replace the existing stock  incentive plans of  KCPL
and  UCU  (except  with  respect  to  obligations  incurred  or  attributable to
employment prior to  the Effective  Time) subject to  approval by  stockholders.
Accordingly,  the Maxim Stock Incentive Plan is submitted to the shareholders of
KCPL for approval, as more fully described below. The Maxim Stock Incentive Plan
will become effective only  if approved by stockholders  as described below,  in
which  event it will become  effective at the Effective  Time and will terminate
ten years thereafter.
 
    The purpose of the  Maxim Stock Incentive  Plan is to  enable Maxim and  its
Affiliates (as defined in the Maxim Stock Incentive Plan) to attract, retain and
motivate officers and employees and to provide Maxim and its Affiliates with the
ability to provide incentives linked to the profitability of Maxim's businesses,
increases  in stockholder value  and the enhancement  of performance relating to
customers.
 
    The Maxim  Stock  Incentive  Plan  has been  designed  to  comply  with  the
provisions  of Section 162(m) of the Code which imposes limits on the ability of
a public company to claim tax deductions for compensation paid to certain highly
compensated executives. Section 162(m) of the Code generally denies a  corporate
tax  deduction for annual compensation in excess of $1,000,000 paid to the chief
executive officer  and the  four other  most highly  compensated officers  of  a
public  company.  Certain  types  of  compensation,  including performance-based
compensation, are generally excluded from this deduction limit. In an effort  to
ensure that stock awards under the Maxim Stock Incentive

 
                                      102


Plan   will  qualify  as  performance-based  compensation,  which  is  generally
deductible, the Maxim Stock Incentive Plan is being submitted to stockholders of
KCPL for  approval  at the  KCPL  Meeting. KCPL  believes  compensation  payable
pursuant to the Maxim Stock Incentive Plan will be deductible for federal income
tax purposes under most circumstances. However, under certain circumstances such
as  death, disability and change  in control (all as  defined in the Maxim Stock
Incentive Plan), compensation not qualified under Section 162(m) of the Code may
be payable. By approving the Maxim  Stock Incentive Plan, the stockholders  will
be   approving,  among  other  things,  the  performance  measures,  eligibility
requirements  and  limits  on  various  stock  awards  contained  therein.   The
affirmative  vote of a majority of the votes  entitled to be cast by the holders
of the shares of KCPL Common Stock represented at the KCPL Meeting and  entitled
to  vote thereon  is required  to approve  the Maxim  Stock Incentive  Plan with
respect to  Section  162(m)  of  the  Code. Such  vote  will  also  satisfy  the
stockholder approval requirements of Section 422 of the Code with respect to the
grant of ISOs and Rule 16b-3 under the Exchange Act ("Rule 16b-3"). THE BOARD OF
DIRECTORS  OF KCPL, BY A  UNANIMOUS VOTE, RECOMMENDS A  VOTE FOR APPROVAL OF THE
MAXIM STOCK INCENTIVE PLAN.
 
    Set forth below is a summary of certain material features of the Maxim Stock
Incentive Plan, which summary is qualified  in its entirety by reference to  the
actual plan attached as Annex F to this Joint Proxy Statement/Prospectus:
 
    ADMINISTRATION.   The Maxim Stock Incentive Plan will be administered by the
Maxim Compensation Committee or such other  committee of the Maxim Board as  the
Maxim  Board may from time  to time designate, which  will be composed solely of
not less than two directors who qualify as "disinterested persons" for  purposes
of  Rule 16b-3 and as "outside directors"  for purposes of Section 162(m) of the
Code. Among  other  things,  the  Maxim Compensation  Committee  will  have  the
authority,  subject to the  terms of the  Maxim Stock Incentive  Plan, to select
officers and employees to whom awards may  be granted, to determine the type  of
award  as well as  the number of shares  of Maxim Common Stock  to be covered by
each award, and to determine  the terms and conditions  of any such awards.  The
Maxim  Compensation Committee also  will have the authority  to adopt, alter and
repeal such administrative rules, guidelines  and practices governing the  Maxim
Stock  Incentive Plan  as it  shall deem advisable,  to interpret  the terms and
provisions of the Maxim  Stock Incentive Plan and  any awards issued  thereunder
and to otherwise supervise the administration of the Maxim Stock Incentive Plan.
All  decisions made  by the Maxim  Compensation Committee pursuant  to the Maxim
Stock Incentive Plan will be final and binding.
 
    ELIGIBILITY.  Officers and  salaried employees of  Maxim and its  Affiliates
designated  by  the  Maxim Compensation  Committee  who are  responsible  for or
contribute to the management, growth and profitability of Maxim are eligible  to
be  granted awards under the  Maxim Stock Incentive Plan.  No grant will be made
under the Maxim Stock Incentive  Plan to a director who  is not an officer or  a
salaried  employee. The initial determination of persons eligible to participate
in the Maxim Stock  Incentive Plan will  not be made  until after the  Effective
Time by the Maxim Compensation Committee as then constituted. Accordingly, it is
not possible to estimate at this time the number of persons who will be eligible
to participate in the Maxim Stock Incentive Plan.
 
    PLAN FEATURES.  The Maxim Stock Incentive Plan authorizes the issuance of up
to  9,000,000 shares of Maxim Common Stock  pursuant to the grant or exercise of
stock options (including  ISOs), SARs, restricted  stock and performance  units,
but  not more than 3,000,000 shares may be issued as restricted stock. No single
participant may be  granted awards pursuant  to the Maxim  Stock Incentive  Plan
covering  in excess of 600,000 shares of  Maxim Common Stock in any one calendar
year and no  participant may be  granted performance units  in any one  calendar
year  payable in cash in an amount  that would exceed $2,000,000. Subject to the
foregoing limits, the shares available under the Maxim Stock Incentive Plan  can
be allocated among the various types of awards and among the participants as the
Maxim  Compensation  Committee deems  appropriate. The  shares subject  to grant
under the Maxim Stock  Incentive Plan are to  be made available from  authorized
but  unissued shares or from treasury shares  as determined from time to time by
the Maxim Board. Awards may be granted for such terms as the Maxim  Compensation
Committee   may   determine,  except   that  the   term  of   an  ISO   may  not

 
                                      103


exceed ten  years  from  its  date  of  grant.  No  awards  outstanding  on  the
termination date of the Maxim Stock Incentive Plan shall be affected or impaired
by  such termination. Awards  will not be  transferable, except by  will and the
laws of descent and distribution and, in the case of nonqualified stock  options
and  any  related  SARs,  as  a  gift  to  an  optionee's  children.  The  Maxim
Compensation Committee will have broad authority to fix the terms and conditions
of individual agreements with participants.
 
    As indicated above, several types of stock-related grants can be made  under
the Maxim Stock Incentive Plan. A summary of these grants is set forth below:
 
    STOCK  OPTIONS.    The  Maxim  Stock  Incentive  Plan  authorizes  the Maxim
Compensation Committee to  grant options to  purchase Maxim Common  Stock at  an
exercise price (the "option price") to be determined by the Committee. The Maxim
Stock  Incentive  Plan  permits  optionees,  with  the  approval  of  the  Maxim
Compensation Committee, to  pay the  exercise price  of options  in cash,  stock
(valued  at its  fair market  value on  the date  of exercise)  or a combination
thereof. As noted above, options may  be granted either as ISOs or  nonqualified
options. The principal difference between ISOs and nonqualified options is their
tax treatment. See "-- Certain Federal Income Tax Consequences."
 
    SARS.   The  Maxim Stock  Incentive Plan  authorizes the  Maxim Compensation
Committee to grant  SARs in conjunction  with all  or part of  any stock  option
granted  under the  Maxim Stock  Incentive Plan. An  SAR entitles  the holder to
receive upon exercise the excess of the fair market value of a specified  number
of  shares of Maxim Common  Stock at the time of  exercise over the option price
per share specified in the related stock option. Such amount will be paid to the
holder in shares of Maxim Common Stock  (valued at its fair market value on  the
date  of  exercise),  cash or  combination  thereof, as  the  Maxim Compensation
Committee  may  determine.  An  SAR  may  be  granted  in  conjunction  with   a
contemporaneously  granted  ISO  or a  previously  or  contemporaneously granted
nonqualified option. The option will be cancelled to the extent that the related
SAR is exercised and the SAR will be cancelled to the extent the related  option
is exercised.
 
    RESTRICTED  STOCK.   The  Maxim Stock  Incentive  Plan authorizes  the Maxim
Compensation Committee  to  grant  restricted stock  to  individuals  with  such
restriction periods as the Maxim Compensation Committee may designate. The Maxim
Compensation  Committee  may,  prior  to granting  shares  of  restricted stock,
designate certain participants as "Covered Employees" upon determining that such
participants are or are expected to  be "covered employees" (within the  meaning
of Section 162(m)(3) of the Code), with compensation in excess of the limitation
provided  in Section 162(m) of the Code,  and will provide that restricted stock
awards to  these Covered  Employees cannot  vest unless  applicable  performance
goals  established by  the Maxim Compensation  Committee within  the time period
prescribed by Section 162(m) of the Code are satisfied. These performance  goals
must  be based  on the  attainment of  specified levels  of earnings  per share,
market share,  stock  price, sales,  costs,  net operating  income,  cash  flow,
retained  earnings, return  on equity, return  on assets,  economic value added,
results of  customer satisfaction  surveys, aggregate  product price  and  other
product   price  measures,  safety   record,  service  reliability,  demand-side
management  (including  conservation   and  load   management),  operating   and
maintenance  cost  management,  energy  production  availability  and individual
performance measures. Such performance goals also may be based on the attainment
of specified levels  of Maxim's performance  under one or  more of the  measures
described  above relative to the  performance of other corporations. Performance
goals based on the foregoing factors are hereinafter referred to as "Performance
Goals." With  respect  to  Covered  Employees, all  Performance  Goals  must  be
objective  performance goals satisfying  the requirements for "performance-based
compensation"  within   the  meaning   of  Section   162(m)(4)  of   the   Code.
Notwithstanding  the foregoing, the Maxim  Compensation Committee shall have the
discretion to grant to an employee who has become entitled to an award under the
Maxim MIC Plan (see "-- Maxim MIC Plan"), in payment of all or any part of  such
award,  shares  of  restricted  stock  that shall  vest  without  regard  to the
attainment of  Performance  Goals. The  Maxim  Compensation Committee  also  may
condition  the vesting  of restricted stock  awards to participants  who are not
Covered Employees upon the satisfaction of these or other applicable performance
goals. The  provisions  of restricted  stock  awards (including  any  applicable
Performance

 
                                      104


Goals)  need  not be  the  same with  respect  to each  participant.  During the
restriction period, the Maxim Compensation Committee may require that the  stock
certificates evidencing restricted shares be held by Maxim. Restricted stock may
not  be sold, assigned, transferred, pledged or otherwise encumbered. Other than
these restrictions on transfer and any other restrictions the Maxim Compensation
Committee may impose, the participant  will have all the  rights of a holder  of
stock holding the class or series of stock that is the subject of the restricted
stock award.
 
    PERFORMANCE  UNITS.   The Maxim  Stock Incentive  Plan authorizes  the Maxim
Compensation Committee  to grant  performance units.  Performance units  may  be
denominated  in shares of Maxim Common Stock or cash, or may represent the right
to receive dividend equivalents with respect to shares of Maxim Common Stock, as
determined by  the  Maxim  Compensation Committee.  Performance  units  will  be
payable  in cash or shares of Maxim Common Stock if applicable Performance Goals
(based on one  or more of  the measures  described in the  section entitled  "--
Restricted  Stock" above)  determined by such  committee are  achieved during an
award cycle. An award cycle will consist of a period of consecutive fiscal years
or portions thereof designated  by the Maxim  Compensation Committee over  which
performance  units are  to be  earned. At the  conclusion of  a particular award
cycle, the Maxim Compensation Committee will determine the number of performance
units granted to  a participant  which have been  earned in  view of  applicable
Performance Goals and shall deliver to such participant (i) the number of shares
of  Maxim Common Stock equal to the value of performance units determined by the
Maxim Compensation Committee to have been  earned and/or (ii) cash equal to  the
value of such earned performance units. The Maxim Compensation Committee may, in
its discretion, permit participants to defer the receipt of performance units on
terms and conditions established by the Maxim Compensation Committee.
 
    The  Maxim Compensation Committee  will have the  authority to determine the
officers and employees to whom and the time or times at which performance  units
shall  be  awarded,  the  number  of performance  units  to  be  awarded  to any
participant, the duration of the award cycle and any other terms and  conditions
of  an  award. In  the event  that a  participant's employment  is involuntarily
terminated  or  in  the  event  of  the  participant's  retirement,  the   Maxim
Compensation  Committee  may waive  in whole  or  in part  any or  all remaining
payment limitations,  provided, however,  that  the satisfaction  of  applicable
Performance  Goals by a designated Covered Employee cannot be waived unless such
Covered Employee's employment is  terminated by death,  disability or change  of
control.
 
    AMENDMENT  AND  DISCONTINUANCE.    The Maxim  Stock  Incentive  Plan  may be
amended,  altered  or  discontinued  by  the  Maxim  Board,  but  no  amendment,
alteration or discontinuance may be made which would (i) impair the rights of an
optionee  under an option  or a recipient  of an SAR,  restricted stock award or
performance unit award previously granted without the optionee's or  recipient's
consent, except such an amendment made to qualify the Maxim Stock Incentive Plan
for  the exemption  provided by  Rule 16b-3 or  (ii) disqualify  the Maxim Stock
Incentive Plan from the  exemption provided by Rule  16b-3. Except as  expressly
provided  in the Maxim Stock Incentive Plan,  the Maxim Stock Incentive Plan may
not be  amended without  stockholder approval  to the  extent such  approval  is
required by law or agreement.
 
    CHANGES  IN CAPITALIZATION;  CHANGE IN CONTROL.   The  Maxim Stock Incentive
Plan provides that, in the event of any change in corporate capitalization, such
as a stock split, or a corporate transaction, such as any merger, consolidation,
share exchange, separation, spin-off or other distribution of stock or  property
of  Maxim or any reorganization or partial or complete liquidation of Maxim, the
Maxim Compensation Committee or the Maxim  Board may make such substitutions  or
adjustments  in the  aggregate number and  kind of shares  reserved for issuance
under the Maxim Stock Incentive  Plan, in the number,  kind and option price  of
shares subject to outstanding stock options and SARs, and in the number and kind
of  shares subject  to other  outstanding awards  granted under  the Maxim Stock
Incentive Plan as may be determined to be appropriate by the Maxim  Compensation
Committee  or the Maxim Board, in its sole discretion. The Maxim Stock Incentive
Plan also provides that in the event of  a change in control (as defined in  the
Maxim  Stock Incentive Plan) of Maxim (i) any SARs and stock options outstanding
as of the  date of  the change  of control which  are not  then exercisable  and
vested

 
                                      105


will  become fully exercisable  and vested, (ii)  the restrictions applicable to
restricted stock will lapse and such  restricted stock shall become free of  all
restrictions and fully vested and (iii) all performance units will be considered
to  be  earned and  payable in  full and  any restrictions  will lapse  and such
performance units  will be  settled  in cash  as  promptly as  practicable.  The
holders  of options (other than  options of holders subject  to Section 16(b) of
the Exchange Act that were granted not more than six months before the change in
control) will  have the  right, for  a period  of 60  days after  such date,  to
surrender  such options in  exchange for a  cash payment based  on the change in
control price  (as defined  in  the Maxim  Stock  Incentive Plan).  However,  if
settlement  in  cash would  disqualify  a transaction  from pooling-of-interests
accounting treatment, the Maxim Compensation Committee may substitute stock.
 
    FEDERAL INCOME TAX CONSEQUENCES.  The following discussion is intended  only
as  a brief summary of  the federal income tax  rules relevant to stock options,
SARs, restricted stock and performance units. The laws governing the tax aspects
of awards are highly technical and such laws are subject to change.
 
  - NONQUALIFIED OPTIONS AND  SARS.   Upon the  grant of  a nonqualified  option
    (with or without an SAR), the optionee will not recognize any taxable income
    and  Maxim will not be entitled to a deduction. Upon the exercise of such an
    option or an SAR, the excess of the fair market value of the shares acquired
    on the exercise of the option over  the option price (the "spread"), or  the
    consideration paid to the optionee upon exercise of the SAR, will constitute
    compensation  taxable to the optionee as ordinary income. In determining the
    amount of the spread  or the amount of  consideration paid to the  optionee,
    the  fair market value of the stock on  the date of exercise is used, except
    that in the case of an optionee subject to the six month short-swing  profit
    recovery provisions of Section 16(b) of the Exchange Act (generally officers
    and directors of Maxim), the fair market value will be determined six months
    after  the date on which the option was  granted (if such date is later than
    the exercise date) unless such optionee elects to be taxed based on the fair
    market value at the  date of exercise. Any  such election (a "Section  83(b)
    election") must be made and filed with the IRS within 30 days after exercise
    in  accordance with the regulations under  Section 83(b) of the Code. Maxim,
    in computing  its  federal income  tax,  will  generally be  entitled  to  a
    deduction in an amount equal to the compensation taxable to the optionee.
 
  - ISOS.    An optionee  will  not recognize  taxable  income on  the  grant or
    exercise of an ISO. However, the spread at exercise will constitute an  item
    includable  in alternative minimum  taxable income, and  thereby may subject
    the optionee to the  alternative minimum tax.  Such alternative minimum  tax
    may  be payable even though the optionee  receives no cash upon the exercise
    of his ISO with which to pay such tax.
 
          Upon the  disposition  of shares  of stock  acquired pursuant  to  the
    exercise of an ISO after (i) two years from the date of grant of the ISO and
    (ii)  one year after  the transfer of  the shares to  the optionee (the "ISO
    Holding Period"),  the optionee  will recognize  long-term capital  gain  or
    loss,  as the case  may be, measured  by the difference  between the stock's
    selling price  and the  exercise price.  Maxim is  not entitled  to any  tax
    deduction  by reason of the grant  or exercise of an ISO,  or by reason of a
    disposition of stock  received upon exercise  of an ISO  if the ISO  Holding
    Period  is satisfied. Different rules apply  if the optionee disposes of the
    shares of  stock acquired  pursuant to  the exercise  of an  ISO before  the
    expiration of the ISO Holding Period.
 
  - RESTRICTED  STOCK.  A participant who is granted restricted stock may make a
    Section 83(b) election to have the grant taxed as compensation income at the
    date  of  receipt,  with  the  result  that  any  future  appreciation   (or
    depreciation)  in the value of the shares of stock granted shall be taxed as
    capital gain (or loss) upon a subsequent sale of the shares. However, if the
    participant does not make a Section  83(b) election, then the grant will  be
    taxed  as compensation income at the full fair market value on the date that
    the restrictions imposed on the shares expire. Unless a participant makes  a
    Section  83(b)  election,  any  dividends  paid  on  stock  subject  to  the
    restrictions

 
                                      106


    are compensation  income  to the  participant  and compensation  expense  to
    Maxim.  Maxim  is generally  entitled  to an  income  tax deduction  for any
    compensation income taxed to the  participant, subject to the provisions  of
    Section 162(m) of the Code.
 
  - PERFORMANCE  UNITS.  A  participant who has been  granted a performance unit
    award will  not realize  taxable  income until  the applicable  award  cycle
    expires  and  the participant  is  in receipt  of  the stock  distributed in
    payment of the award  or an equivalent  amount of cash,  at which time  such
    participant will realize ordinary income equal to the full fair market value
    of  the shares  delivered or the  amount of  cash paid. At  that time, Maxim
    generally will  be  allowed  a  corresponding tax  deduction  equal  to  the
    compensation  taxable to the  award recipient, subject  to the provisions of
    Section 162(m) of the Code.
 
    NEW PLAN BENEFITS.  It  cannot be determined at  this time what benefits  or
amounts,  if any,  will be received  by or allocated  to any person  or group of
persons under the Maxim  Stock Incentive Plan  if such plan  is adopted or  what
benefits  or amounts would have  been received by or  allocated to any person or
group of persons for the last fiscal year if the plan had been in effect.  These
determinations will be made by the Maxim Compensation Committee.
 
MAXIM MIC PLAN
 
    Pursuant  to the  Merger Agreement,  it was  agreed that  Maxim would adopt,
subject to  shareholder  approval,  an  annual incentive  plan  to  replace  the
existing  short-term incentive compensation  plans of KCPL  and UCU (except with
respect to  obligations incurred  or  attributable to  employment prior  to  the
Effective Time), effective as of the Effective Time. The Maxim MIC Plan will not
become  effective with respect to individuals  who are subject to Section 162(m)
of the Code unless the shareholder approval described below is obtained.
 
    The purpose of the Maxim MIC Plan  is to provide a significant and  flexible
economic  opportunity to selected  officers and salaried  employees of Maxim and
its Affiliates (as defined in the Maxim  MIC Plan) in an effort to reward  their
individual  and  group  contributions to  Maxim  and  to more  closely  link the
financial interests of management, shareholders and customers.
 
    The Maxim MIC Plan is  designed to take into  account Section 162(m) of  the
Code,  which generally denies a corporate  tax deduction for annual compensation
exceeding $1,000,000 paid to the chief executive officer and the four other most
highly compensated officers of a public company. Certain types of  compensation,
including  performance-based  compensation,  are  excluded  from  this deduction
limit. In an effort to ensure that compensation payable under the Maxim MIC Plan
to certain executives  will qualify  as performance-based  compensation that  is
generally  tax-deductible, the Maxim MIC Plan is being submitted to shareholders
of KCPL  for approval  at  the KCPL  Meeting.  KCPL believes  that  compensation
payable pursuant to the Maxim MIC Plan will be deductible for federal income tax
purposes  under most circumstances. However, under certain circumstances such as
death, disability and change in control (all as defined in the Maxim MIC  Plan),
compensation  not qualified under Section 162(m) of  the Code may be payable. By
approving the Maxim MIC Plan, KCPL's shareholders will be approving, among other
things, the performance measures, eligibility requirements and annual  incentive
award  limits contained therein. The affirmative vote of a majority of the votes
entitled to  be  cast  by  the  holders of  the  shares  of  KCPL  Common  Stock
represented  at the  KCPL Meeting  and entitled to  vote thereon  is required to
approve the Maxim MIC Plan. THE BOARD OF DIRECTORS OF KCPL, BY A UNANIMOUS VOTE,
RECOMMENDS A VOTE FOR APPROVAL OF THE MAXIM MIC PLAN.
 
    Set forth below is a summary of  certain material features of the Maxim  MIC
Plan, which summary is qualified in its entirety by reference to the actual plan
attached as Annex G to this Joint Proxy Statement/Prospectus:
 
    ADMINISTRATION.    The Maxim  MIC  Plan will  be  administered by  the Maxim
Compensation Committee, or such other committee of the Maxim Board as the  Maxim
Board  may from time to time designate, which, unless the Maxim Board determines
otherwise, will be composed solely of not less than two "disinterested  persons"
who   qualify  as  "outside  directors"  for   purposes  of  Section  162(m)  of

 
                                      107
 


the  Code. The  Maxim Compensation  Committee will  have sole  authority to make
rules and regulations relating to the administration of the Maxim MIC Plan,  and
any  interpretations  and decisions  of  the Maxim  Compensation  Committee with
respect to the Maxim MIC Plan will be final and binding.
 
    ELIGIBILITY.  The Maxim Compensation Committee will, in its sole discretion,
determine those officers and salaried employees  of Maxim who shall be  eligible
to participate in the Maxim MIC Plan for a given period (an "Incentive Period").
These  participants  will be  selected based  upon their  opportunity to  have a
substantial impact on Maxim's results. Participation in the Maxim MIC Plan by  a
participant   during  a  given  Incentive  Period  does  not  require  continued
participation by  such  participant  in any  subsequent  Incentive  Period.  The
initial  determination of persons eligible to  participate in the Maxim MIC Plan
will not  be made  until after  the  Effective Time  by the  Maxim  Compensation
Committee  as then constituted.  Accordingly, it is not  possible to estimate at
this time the number of persons who will be eligible to participate in the Maxim
MIC Plan.
 
    PLAN FEATURES.   The Maxim MIC  Plan provides for  the payment of  incentive
awards  to participants  designated by  the Maxim  Compensation Committee, which
payments may be conditioned upon  the attainment of pre-established  performance
goals or upon such other factors or criteria as the Maxim Compensation Committee
shall  determine. Such performance goals may  be different for each participant.
Bonus amounts are  determined by multiplying  a participant's "Target  Incentive
Award"  by  a percentage  which  varies depending  on  the extent  to  which the
performance goals or other  factors or criteria  are satisfied. A  participant's
Target Incentive Award, in turn, is determined by multiplying such participant's
base  salary  as  of  the last  day  of  the applicable  Incentive  Period  by a
percentage  designated  by  the  Maxim  Compensation  Committee,  in  its   sole
discretion,  which percentage  need not  be the  same for  each participant (and
which may  exceed 100%).  The  Maxim Compensation  Committee  may, in  its  sole
discretion, increase or decrease the amount of any incentive awards payable to a
participant  and  may, in  recognition of  special circumstances,  pay incentive
awards even if not earned, provided that the Maxim Compensation Committee cannot
increase the  amount  of any  incentive  awards payable  to  certain  designated
"Covered  Employees."  Incentive  awards payable  under  the Maxim  MIC  Plan to
certain designated  "Covered  Employees"  are subject  to  special  restrictions
described in the following section. Incentive awards are payable in cash, shares
of  Maxim Common Stock or in such other form as the Maxim Compensation Committee
may determine.
 
    DESIGNATED COVERED EMPLOYEES.   The Maxim  Compensation Committee will  have
the  authority, in  its sole  discretion, to  designate certain  participants as
"Covered Employees" for a specified Incentive Period upon determining that  such
participants  are or are expected to  be "covered employees" (within the meaning
of Section 162(m) of  the Code) for such  Incentive Period with compensation  in
excess  of the limitation provided in Section  162(m) of the Code. Not more than
90 days after the beginning of the  Incentive Period, and, in any event,  before
25%  or  more  of  the  Incentive Period  has  elapsed,  the  Maxim Compensation
Committee will establish the performance goals for the bonus award opportunities
of these Covered Employees. Such performance goals are to be comprised of one or
more of the following measures: earnings  per share, market share, stock  price,
sales,  costs, net  operating income,  cash flow,  retained earnings,  return on
equity,  economic  value  added,  results  of  customer  satisfaction   surveys,
aggregate product price and other product price measures, safety record, service
reliability,   demand-side   management   (including   conservation   and   load
management),  operating  and  maintenance  cost  management,  energy  production
availability  and individual  performance measures. Such  performance goals also
may be based on the attainment of specified levels of performance by Maxim under
one or more of the measures described above relative to the performance of other
corporations. With respect to Covered  Employees, all Performance Goals must  be
objective  performance goals satisfying  the requirements for "performance-based
compensation" within the meaning of Section 162(m) of the Code. Incentive awards
payable to Covered Employees are to  be calculated in the same manner  described
in  the  "-- Plan  Features" section  above,  except that  subjective individual
performance ratings cannot be  used to increase the  amount of incentive  awards
payable  to  Covered Employees.  No  incentive awards  will  be paid  to Covered
Employees if the  minimum applicable pre-established  Performance Goals are  not
satisfied, unless the Covered Employee's

 
                                      108


employment  is terminated because  of death, disability or  a change of control.
Furthermore, the  Maxim  Compensation  Committee  will  have  the  authority  to
decrease,  but not to increase, the amount of incentive awards otherwise payable
to Covered Employees pursuant to  pre-established performance goals and  payment
formulas. The maximum amount payable to any Covered Employee for any fiscal year
of Maxim will be $3,000,000.
 
    AMENDMENT AND DISCONTINUANCE.  The Maxim Board may amend, alter, discontinue
or otherwise modify the Maxim MIC Plan from time to time, but no amendment will,
without  the consent of the participant affected, impair any award made prior to
the effective date of the modification.
 
    NEW PLAN BENEFITS.  It  cannot be determined at  this time what benefits  or
amounts,  if any,  will be received  by or allocated  to any person  or group of
persons under  the Maxim  MIC Plan  if the  Maxim MIC  Plan is  adopted or  what
benefits  or amounts would have  been received by or  allocated to any person or
group of persons  for the last  fiscal year if  the Maxim MIC  Plan had been  in
effect.

 
                                      109

 
                          MAXIM FOLLOWING THE MERGERS

BOARD OF DIRECTORS OF MAXIM
 
    In connection with the Mergers, the Maxim Board, at the Effective Time, will
consist  of 18 persons, nine of whom will be the then existing directors of KCPL
immediately prior to the Effective Time, and nine of whom will be designated  by
UCU.  To date, UCU has not determined  which individuals, in addition to Richard
C. Green, Jr., will be  its designees to serve as  directors of Maxim as of  the
Effective  Time. However, it is currently  anticipated that the directors of UCU
immediately prior to the Effective Time  will serve as the initial directors  of
Maxim. See "THE MERGER AGREEMENT -- Maxim Board of Directors."
 
    KCPL  and  UCU have  agreed that  the  Maxim Board  will have  the following
committees: an Executive Committee, a Nominating and Compensation Committee,  an
Audit  Committee and a Nuclear Oversight Committee. The Executive Committee will
consist of six members,  three of whom (including  the chair of such  committee)
will  be designated  by KCPL and  three of whom  will be designated  by UCU. The
remaining committees will each  consist of five members  with KCPL and UCU  each
selecting  two members and the fifth member, being in each case the chair of the
committee, selected, in  the case of  the Nuclear Oversight  Committee, by  KCPL
and,  in the  case of  the Nominating and  Compensation Committee  and the Audit
Committee, by UCU.
 
    Descriptions of the present composition of the KCPL Board and the UCU  Board
are  included  in  the  KCPL  Proxy  Statement  and  the  UCU  Proxy  Statement,
respectively, and are  incorporated herein by  reference. See "INCORPORATION  OF
CERTAIN DOCUMENTS BY REFERENCE."
 
MANAGEMENT OF MAXIM
 
    A. Drue Jennings will be Chairman of Maxim and Richard C. Green, Jr. will be
Vice Chairman and Chief Executive Officer of Maxim. Each of Mr. Jennings and Mr.
Green  will have  an employment agreement  with Maxim following  the Merger. See
"THE MERGERS -- Employment Agreements." Robert  K. Green, brother of Richard  C.
Green,  Jr., will  be the president  of Maxim  and Marcus Jackson  will serve as
Maxim's executive vice president and chief operating officer. Robert K. Green is
currently president of UCU and Marcus Jackson is senior vice president and chief
operating officer of KCPL.
 
    For a description of certain  compensation arrangements after the  Effective
Time  concerning  Messrs. Jennings  and Green,  see  "THE MERGERS  -- Employment
Agreements." Subject to  the approval of  the shareholders of  KCPL, Maxim  will
adopt  at the Effective  Time the Maxim  Stock Incentive Plan  and the Maxim MIC
Plan. See "APPROVAL OF MAXIM PLANS."

                                      120

 
                       COMPENSATION OF EXECUTIVE OFFICERS
 
    The following KCPL Summary Compensation Table sets forth the compensation of
the five  highest-paid executive  officers of  KCPL for  the last  three  fiscal
years.



 
                           SUMMARY COMPENSATION TABLE
 
LONG-TERM COMPENSATION AWARDS ---------------- ANNUAL COMPENSATION SECURITIES -------------------- UNDERLYING ALL OTHER SALARY BONUS OPTIONS/SARS COMPENSATION NAME AND PRINCIPAL POSITION YEAR ($) ($)(1) (#) ($)(2) - ------------------------------------------------ --------- --------- --------- ---------------- ------------- A. Drue Jennings................................ 1995 403,000 132,062 13,750 shares 57,307 Chairman of the Board, 1994 390,000 120,710 13,750 shares 36,657 President and Chief 1993 375,000 113,750 13,750 shares 26,151 Executive Officer Bernard J. Beaudoin............................. 1995 200,000 45,800 6,875 shares 19,221 President, KLT Inc. 1994 185,000 57,965 6,875 shares 17,023 1993 178,000 57,380 6,875 shares 15,793 Marcus Jackson.................................. 1995 155,000 38,870 6,000 shares 10,458 Senior Vice President- 1994 145,000 49,405 6,000 shares 9,612 Power Supply 1993 130,000 47,300 5,500 shares 8,808 Ronald G. Wasson................................ 1995 190,000 29,260 6,875 shares 21,321 Executive Vice 1994 185,000 57,965 6,875 shares 17,182 President, KLT Inc. 1993 178,000 57,380 6,875 shares 15,305 J. Turner White................................. 1995 139,000 46,406 6,000 shares 5,543 Senior Vice President- 1994 127,500 26,098 6,000 shares 5,308 Retail Services 1993 115,000 34,150 2,750 shares 4,103
112 - ------------------------ (1) These amounts were paid under the KCPL Incentive Compensation Plan. (2) For 1995, amounts include: Flex dollars under the Flexible Benefits Plan: Jennings -- $14,961, Beaudoin -- $10,596, Jackson -- $5,958, Wasson -- $10,458, White -- $2,763. Deferred Flex dollars: Jennings -- $18,417, Beaudoin -- $1,142, Wasson -- $1,280. Above-market interest paid on deferred compensation: Jennings -- $11,839, Beaudoin -- $1,483, Wasson -- $3,883. KCPL contribution under the KCPL Employee Savings Plus Plan: Jennings -- $4,500, Beaudoin -- $4,500, Jackson -- $4,500, Wasson -- $4,500, White -- $2,780. KCPL contribution to the KCPL Deferred Compensation and Supplemental Retirement Plan: Jennings -- $7,590, Beaudoin -- $1,500, Wasson -- $1,200. OPTIONS AND STOCK APPRECIATION RIGHTS OPTION/SAR GRANTS IN LAST FISCAL YEAR
NUMBER OF SECURITIES PERCENT OF TOTAL UNDERLYING OPTIONS/SARS EXERCISE GRANT DATE OPTIONS/SARS GRANTED TO OR BASE PRESENT INDIVIDUAL GRANTS GRANTED EMPLOYEES IN PRICE EXPIRATION VALUE NAME (#)(1) FISCAL YEAR ($/SH) DATE ($)(2) - ----------------------------------------------- ------------- ----------------- --------- ---------- ----------- A. Drue Jennings............................... 13,750 20% 23.0625 6/7/05 38,638 Bernard J. Beaudoin............................ 6,875 10% 23.0625 6/7/05 19,319 Marcus Jackson................................. 6,000 9% 23.0625 6/7/05 16,860 Ronald G. Wasson............................... 6,875 10% 23.0625 6/7/05 19,319 J. Turner White................................ 6,000 9% 23.0625 6/7/05 16,860
- ------------------------ (1) One-half of the options granted in 1995 are exercisable on or after June 8, 1996, and the remaining one-half are exercisable on or after June 8, 1997. Each option is granted in tandem with a limited stock appreciation right exercisable automatically in the event of a Change in Control, as defined below. Options may be exercised with cash or previously-owned shares of KCPL Common Stock. Dividends accrue on the options as though reinvested at the regular dividend rate. Such accrued dividends will be paid if the options are exercised and if the exercise price is equal to or above the grant price. A "Change in Control" shall be deemed to have occurred if (i) any person other than a trustee or other fiduciary holding securities under an employee benefit plan of KCPL, and other than KCPL or a corporation owned, directly or indirectly, by the shareholders of KCPL in substantially the same proportions as their ownership of stock of KCPL, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of KCPL representing 20% or more of the KCPL Common Stock then outstanding; or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the KCPL Board and any new director (other than a director designated by a person who has entered into an agreement with KCPL to effect a transaction described in (i) above) whose election by the KCPL Board or nomination for election by KCPL's shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof. 113 (2) The grant date valuation was calculated by using the binomial option pricing formula, a derivative of the Black-Scholes model. The underlying assumptions used to determine the present value of the options were as follows: Annualized stock volatility: 0.154 Time of exercise (option term): 10 years Risk free interest rate: 6.5% Stock price at grant: $23.0625 Exercise price: $23.0625 Average dividend yield: 6.5% Vesting restrictions discount: 3% per year
AGGREGATED OPTION/SAR EXERCISES IN THE LAST FISCAL YEAR AND FISCAL YEAR-END OPTION/SAR VALUES
VALUE OF IN-THE-MONEY OPTIONS/SARS NUMBER OF UNEXERCISED AT FISCAL OPTIONS/SARS AT FISCAL YEAR-END YEAR-END (#) ($) SHARES ACQUIRED VALUE -------------------------- ----------- NAME ON EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE - ---------------------------------------------- --------------- ------------- ----------- ------------- ----------- A. Drue Jennings.............................. 0 0 40,625 20,625 163,997 Bernard J. Beaudoin........................... 0 0 20,313 10,312 81,999 Marcus Jackson................................ 0 0 16,500 9,000 67,005 Ronald G. Wasson.............................. 0 0 20,313 10,312 81,999 J. Turner White............................... 0 0 9,750 9,000 41,940 NAME UNEXERCISABLE - ---------------------------------------------- ------------- A. Drue Jennings.............................. 82,500 Bernard J. Beaudoin........................... 41,250 Marcus Jackson................................ 36,000 Ronald G. Wasson.............................. 41,250 J. Turner White............................... 36,000
BENEFIT PLANS PENSION PLANS KCPL has a non-contributory pension plan (the "KCPL Pension Plan") for its management employees, including executive officers, providing for benefits upon retirement, normally at age 65. In addition, an unfunded deferred compensation plan provides a supplemental retirement benefit for executive officers. The following table shows examples of single life option pension benefits (including unfunded supplemental retirement benefits) payable upon retirement at age 65 to the named executive officers:
ANNUAL PENSION FOR YEARS OF SERVICE AVERAGE ANNUAL BASE INDICATED SALARY FOR HIGHEST -------------------------------------------- 36 MONTHS 15 20 25 30 OR MORE - ------------------- --------- --------- --------- ----------- 150,000 45,000 60,000 75,000 90,000 200,000 60,000 80,000 100,000 120,000 250,000 75,000 100,000 125,000 150,000 300,000 90,000 120,000 150,000 180,000 350,000 105,000 140,000 175,000 210,000 400,000 120,000 160,000 200,000 240,000 450,000 135,000 180,000 225,000 270,000 500,000 150,000 200,000 250,000 300,000
Each eligible employee with 30 or more years of credited service in the KCPL Pension Plan is entitled to a total monthly annuity at his normal retirement date equal to 50% of his average base monthly salary for the period of 36 consecutive months in which his earnings were highest. The monthly annuity will be proportionately reduced if his years of credited service are less than 30. The compensation covered by the KCPL Pension Plan -- base monthly salary -- excludes any bonuses and other compensation. The KCPL Pension Plan provides that pension amounts are not reduced by Social Security benefits. The estimated credited years of service for each of the named executive officers in the Summary Compensation Table are as follows: Jennings, 21; Beaudoin, 15; Jackson, 18; Wasson, 28; White, 13. 114 Eligibility for supplemental retirement benefits is limited to officers selected by the Nominating & Compensation Committee of the KCPL Board; all the named executive officers are participants. The annual target retirement benefit payable at the normal retirement date is equal to 2% of highest average earnings, as defined, for each year of credited service up to 30 (maximum of 60% of highest average earnings). The actual retirement benefit paid equals the target retirement benefit less retirement benefits payable under the management pension plan. A liability accrues each year to cover the estimated cost of future supplemental benefits. Section 415 of the Code imposes certain limitations on pensions which may be paid under tax qualified pension plans. In addition to the supplemental retirement benefits, the amount by which pension benefits under the Pension Plan computed without regard to Section 415 of the Code exceed such limitations will be paid outside the qualified plan and accounted for by KCPL as an operating expense. SEVERANCE AGREEMENTS KCPL has entered into Severance Agreements with certain of its senior executive officers, including the named executives, to ensure their continued service and dedication to KCPL and their objectivity in considering on behalf of KCPL any transaction which would change the control of KCPL. Under the KCPL Severance Agreements, during the three-year period after a Change in Control (or, if later, the three-year period following the consummation of the transaction which, if approved by KCPL's shareholders, constitutes a Change in Control), the named executive officers would be entitled to receive a lump-sum cash payment and certain insurance benefits if such officer's employment were terminated (i) by KCPL other than for cause or upon death or disability, (ii) by such executive officer for "Good Reason" (as defined therein), or (iii) by such senior executive officer for any reason during a 30-day period commencing one year after such Change in Control (a "Qualifying Termination"). A Change in Control is defined as (i) an acquisition by a person or group of 20% or more of the KCPL Common Stock (other than an acquisition from or by KCPL or by a KCPL benefit plan), (ii) a change in a majority of the KCPL Board, or (iii) approval by the shareholders of a reorganization, merger, consolidation (unless shareholders receive 60% or more of the stock of the surviving company), liquidation, dissolution or sale of substantially all of KCPL's assets. Upon a Qualifying Termination, KCPL must make a lump-sum cash payment to the senior executive officers of (i) such senior executive officer's base salary through the date of termination, (ii) a pro-rated bonus based upon the average of the bonuses paid to such senior executive officer for the last five fiscal years, (iii) any accrued vacation pay, (iv) three times such senior executive officer's highest base salary during the prior 12 months, (v) three times the average of the bonuses paid to such senior executive officer for the last five fiscal years, (vi) the actuarial equivalent of the excess of the senior executive officer's accrued pension benefits, computed as if the senior executive officer had three additional years of benefit accrual service, over the senior executive officer's vested accrued pension benefits, and (vii) the value of any unvested KCPL contributions for the benefit of the senior executive officer under the KCPL Employee Savings Plus Plan. In addition, KCPL must offer health, disability and life insurance plan coverage to the senior executive officer and his dependents on the same terms and conditions that existed immediately prior to the Qualifying Termination for three years, or, if earlier, until such senior executive officer is covered by equivalent plan benefits. KCPL is also obligated to make certain "gross-up" payments in connection with tax obligations arising pursuant to payments under the KCPL Severance Agreements as well as to provide reimbursement of certain expenses relating to disputes arising thereunder. Payments and other benefits under the KCPL Severance Agreements are in addition to benefits accruing under the KCPL Long-Term Incentive Plan. Upon a Change in Control (as defined in the KCPL Long-Term Incentive Plan), all stock options granted in tandem with limited stock appreciation rights will be automatically exercised. 115 COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION The Nominating & Compensation Committee of KCPL (the "KCPL Compensation Committee") is composed of independent outside directors. All decisions by the Compensation Committee relating to executive compensation are reviewed by the full KCPL Board, except decisions about awards under the KCPL Long-Term Incentive Plan which must be made solely by the Compensation Committee in order for the grants or awards to satisfy Exchange Act Rule 16b-3. Given KCPL's current level of executive compensation, the KCPL Compensation Committee has not yet adopted a policy with respect to Section 162(m) of the Code pertaining to the deduction of compensation in excess of $1,000,000. Executive compensation for KCPL's executive officers consists of base salary, incentive pay, and long-term compensation. The package is designed to attract and retain talented, key executives critical to the long-term success of KCPL and to support a performance-oriented environment. Base salaries for individual executives are established on the basis of (i) job responsibilities and complexity, (ii) individual performance under established criteria and (iii) competitiveness with similar jobs in comparable companies. The base salaries are targeted at the median level for comparable positions in companies of similar size in the industry. The base salaries and complete compensation packages for the executives are compared annually with national compensation survey data collected by the Edison Electric Institute ("EEI"). Annual executive incentive pay consists of both formula and discretionary awards. The formula awards are linked to the achievement of specific performance objectives set by the KCPL Board each year. In 1995 the performance objective designated by the KCPL Board was a minimum and maximum EPS subject to the modification described below. Awards were determined on a scale beginning with 0% for the minimum EPS increasing to 20% of annual executive salaries at the maximum EPS. Actual EPS for 1995 resulted in incentive awards equal to 14.7% of base salary, which was further modified by an additional 0.7% to reflect a decline in the real price of electricity within KCPL's service territory. The resulting 1995 formula awards equalled 15.4% of base salaries. Discretionary awards under the incentive pay program are possible for outstanding individual contributions as determined by the KCPL Compensation Committee. The sum of such discretionary awards, other than to the Chief Executive Officer, cannot exceed 10% of the total participating salaries. No discretionary awards are paid unless the performance objective set by the KCPL Board for the formula award is reached. Discretionary awards were paid for 1995 to four of the named executive officers based on their significant and direct contributions to the profits of KCPL, and/or extraordinary division leadership. To further link total compensation to corporate performance, the executive officers received in 1995 non-qualified stock options granted at fair market value under the KCPL Long-Term Incentive Plan. The amounts of the grants were influenced by the following: (i) executive's influence and contribution to KCPL's financial condition, (ii) amount of the total compensation package for each executive which the Compensation Committee believed should be tied to the performance of KCPL's stock price, and (iii) amount of options previously granted to participants. The KCPL Compensation Committee did not apply any specific formula to determine the weight of each factor. CHIEF EXECUTIVE OFFICER COMPENSATION In setting the base salary for the Chief Executive Officer ("CEO"), the Compensation Committee considers primarily KCPL's financial performance and the low cost and quality service provided by KCPL as compared with other utilities. As shown in the Performance Graph, KCPL's financial performance substantially exceeded that of the EEI Index for 1995. The Committee also took into account relevant salary information from the EEI survey data. The formula portion of Mr. Jennings' annual incentive pay was determined in the same manner discussed above for the other executive 116 officers. His discretionary award of $70,000 under the incentive pay program was granted in recognition of his extraordinary leadership during a critical period in the utility industry. Mr. Jennings also received stock option grants under the KCPL Long-Term Incentive Plan based on the same criteria as the other executive officers. COMPENSATION COMMITTEE Robert H. West George E. Nettels, Jr. Robert J. Dineen 117



                 KANSAS CITY POWER & LIGHT COMPANY BOARD REJECTS
                   WESTERN RESOURCES' "HOSTILE" EXCHANGE OFFER


     KANSAS CITY, MO., July 9, 1996 -- The members of the board of directors of
Kansas City Power & Light Company (NYSE:KLT), by a unanimous vote of those
directors present, recommended that KCPL shareholders reject Western Resources,
Inc.'s hostile exchange offer.  At the same time, the KCPL Board reaffirmed its
decision to merge with UtiliCorp United Inc. (NYSE: UCU) to form Maxim Energies,
Inc.

     In rejecting Western's unsolicited hostile offer, the KCPL Board reviewed
KCPL's long-term strategic plan and the benefits of a merger with UtiliCorp, and
determined that Western's offer is NOT in the best interests of KCPL, its
shareholders, customers, employees and other constituencies.  

     "There are many reasons why we think that Western is an unattractive
partner.  Of paramount concern is our belief that Western's hostile offer is
based on a number of faulty assumptions that raise serious questions as to
Western's financial prospects and its ability to sustain dividends at its
promised dividend rate," said Drue Jennings, chairman, president and chief
executive officer of KCPL.  Mr. Jennings cited the following:

- - Western faces significant rate reductions which KCPL believes will imperil
  its ability to sustain promised dividends.  The staff of the Kansas
  Corporation Commission has recommended that Western reduce its rates by $105
  million annually, which is twelve times greater (in the first year of
  reductions) than the $8.7 million per year over seven years that Western has
  proposed.  If the $105 million annual rate reduction is implemented, then
  virtually all of Western's projected earnings for a combined KCPL/Western
  entity in 1998 (as reported in Western's own prospectus dated July 3, 1996,
  and as adjusted by KCPL to reflect the full impact of the Kansas Corporation
  Commission staff's recommended $105 million annual rate reduction) would be
  required to pay dividends at the rate promised to KCPL shareholders.  

- - KCPL believes that reductions in merger-related savings realized and/or
  retained will further hamper Western's 



  ability to make its promised dividend payments.  Based on a review of
  Western's claimed merger-related savings, KCPL believes that Western has
  significantly overestimated the amount of savings that would result from a
  combination of KCPL and Western.  In addition, both the Kansas Corporation
  Commission (in its order regarding the merger of Kansas Gas and Electric
  Company (KGE) and Western's predecessor, Kansas Power and Light Company
  (KPL)) and the Missouri Public Service Commission (in the pending Union
  Electric/CIPSCO merger) have advocated an equal (50-50) sharing of savings
  between shareholders and customers.  In contrast, Western's proposal to
  acquire KCPL contemplates that Western be allowed to keep 70% of merger-
  related savings.  

- - KCPL believes that Western will be under pressure to reduce rates for its KGE
  customers, and any reduction to Western's revenue base would further threaten
  Western's ability to make its promised dividend payments.  Testimony before
  the Kansas Corporation Commission indicates that if the rates charged to
  Western's KGE customers were reduced to equal the rates charged to Western's
  KPL customers, Western would suffer a $171 million annual revenue reduction. 
  Even if the Kansas Corporation Commission follows its own staff's
  recommendation and the entire $105 million annual rate reduction is applied
  to KGE customers, Western would still face a rate disparity of approximately
  $65 million per year.  In an increasingly deregulated utility environment,
  KCPL believes that Western must address the rate disparity issue because
  Western's customers may otherwise choose to purchase cheaper power from
  Western's competitors.
  
- - A KCPL/Western combination would concentrate risk in a single asset and a
  single geographic market.  A combined KCPL/Western entity would own 94% of
  the Wolf Creek nuclear plant, concentrating a significant amount of capital
  and risk in a single asset.  In contrast, a combined KCPL/UtiliCorp company
  will own only 47% of Wolf Creek.  In addition, a combined KCPL/Western entity
  would conduct a substantial portion of its business in two states, Missouri
  and Kansas.  KCPL believes that a combined KCPL/UtiliCorp entity would be
  much better prepared for the deregulated utility environment because it would
  have operations in eight states and five foreign countries, thereby achieving
  geographic, regulatory and climatic diversity.

                                        2


- - The KCPL Board questions Western's commitment to KCPL employees.  Western has
  stated that no layoffs would result from its proposal, but Western's filings
  with the Kansas Corporation Commission state that 531 employee positions will
  be eliminated and assume that all resulting savings will be available by
  January 1, 1998.  The KCPL Board does not believe that Western can reduce 531
  positions in such a short time without laying off KCPL employees.  

- - Western's hostile offer is conditioned on its transaction being accounted for
  as a "pooling of interests", and KCPL does not believe that such accounting
  treatment will be available.  

     The KCPL Board also reaffirmed its support for a merger with UtiliCorp to
form Maxim Energies, Inc.  The KCPL Board believes that Maxim will be a
customer-focused, low-cost energy supplier with diversified assets and the
financial resources to grow and thrive in the electric utility industry which is
on the verge of deregulation.  The KCPL Board believes that Maxim will allow
KCPL shareholders improved opportunities for long-term earnings and dividend
growth which are superior to that offered by Western's hostile offer.

     A shareholder vote to consider the UtiliCorp transaction has been scheduled
for Wednesday, August 7, 1996.

     Kansas City Power & Light Company provides electric power to a growing and
diversified service territory encompassing metropolitan Kansas City and parts of
eastern Kansas and western Missouri.  KCPL is a low-cost producer and leader in
fuel procurement and plant technology.  KLT Inc., a wholly owned subsidiary of
KCPL, pursues opportunities in non-regulated, primarily energy-related ventures.


                                   *    *   *

  MEDIA CONTACTS

  Pam Levetzow--816-556-2926
  Phyllis Desbien--816-556-2903

  INVESTOR CONTACTS

                                        3


  David Myers--816-556-2312

  Joele Frank/Daniel Katcher
  Abernathy MacGregor Scanlon
  212-371-5999



                                        4




                                [KCPL Letterhead]


                              July 9, 1996



Dear KCPL Shareholder:

          Western Resources has formally commenced a "hostile" exchange offer 
in which holders of KCPL common stock are being asked to exchange each of their 
KCPL shares for shares of Western Resources common stock.   The terms of the 
hostile offer are substantially the same as those contained in Western's 
previous proposal that your Board of Directors has rejected.  We know that you 
have received many communications over the last few months, and we sincerely 
regret that Western's commencement of its hostile offer will continue this 
process.  However, now that Western has formally commenced its hostile offer, 
your Board of Directors, in accordance with applicable federal securities laws, 
has again considered Western's unsolicited offer and is making a formal
recommendation to you. 

          Your Board of Directors has reviewed Western's hostile exchange offer
and continues to believe that a transaction with Western is NOT in the best
interests of KCPL and its shareholders.  Your Board of Directors continues to
believe that KCPL's pending merger with UtiliCorp United Inc. is in the best
interests of KCPL and its shareholders.  ACCORDINGLY, YOUR BOARD OF DIRECTORS
RECOMMENDS THAT YOU REJECT WESTERN RESOURCES' HOSTILE  EXCHANGE OFFER AND NOT
TENDER ANY OF YOUR SHARES TO WESTERN RESOURCES.

          In reaching its determination to reaffirm the pending UtiliCorp merger
and recommend rejection of Western Resources' revised offer, your Board
considered a number of factors, a detailed description of which is contained in
the enclosed Schedule 14D-9.  We urge you to read it carefully and in its
entirety so that you will be fully informed as to your Board of Directors'
recommendation.

          Your Board of Directors and management are convinced that the pending
UtiliCorp merger is a winning combination for the long-term benefit of our
shareholders.  YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE
KCPL/UTILICORP TRANSACTION ON THE WHITE PROXY CARD PREVIOUSLY SENT TO YOU AND
THAT YOU DO NOT RETURN WESTERN'S GOLD PROXY CARD WHICH MAY HAVE BEEN 



PREVIOUSLY SENT TO YOU BY WESTERN.  It is unfortunate that Western Resources is
ignoring your Board of Directors' carefully considered decision and choosing
instead to recklessly pursue its hostile takeover proposal.  We will not be
deterred or distracted from completing our pending merger with UtiliCorp on your
behalf.

          On behalf of KCPL, I thank you for your continued trust and support.

                              Sincerely,



                              Drue Jennings
                              Chairman of the Board, President
                                 and Chief Executive Officer


                                        2



 
CERTAIN FORWARD-LOOKING INFORMATION
 
    This  Joint  Proxy  Statement/Prospectus  contains  certain  forward-looking
information including information provided under the captions "-- Synergies from
the Mergers,"  "--  Additional Operational  Benefits,"  and "--  Enhancement  of
Financial  Performance." The  Private Securities  Litigation Reform  Act of 1995
provides a  new  "safe  harbor" for  forward-looking  information  to  encourage
companies  to provide prospective information about their companies without fear
of litigation so long as such  information is identified as forward-looking  and
is accompanied by meaningful cautionary statements identifying important factors
that could cause actual results to differ materially from those projected in the
information.  KCPL and UCU identify the  following important factors which could
cause KCPL's, UCU's  and Maxim's actual  results to differ  materially from  any
such  results which might be projected, forecast, estimated or budgeted by KCPL,
UCU or Maxim in forward-looking information.  All of such factors are  difficult
to  predict  and  many  of  which  are  beyond  the  control  of  KCPL  and UCU.
Accordingly, while  KCPL and  UCU believe  that the  assumptions underlying  the
forward-looking  information are reasonable  for purposes of  the development of
estimates of revenue enhancements and cost  savings, there can be no  assurances
that  such  assumptions  will approximate  actual  experience or  that  all such
revenue enhancements  and cost  savings will  be realized,  and in  such  event,
actual  results  could  differ  materially from  the  predictions  herein. These
important factors  include: (a)   future  economic conditions  in the  regional,
national  and international  markets in which  KCPL and UCU  compete; (b) state,
federal and foreign regulation, including limitations on the amount of synergies
Maxim will be able to keep  and possible additional reductions in regulated  gas
and  electric rates;  (c) weather  conditions; (d)  financial market conditions,
including, but not limited to, changes  in interest rates; (e) inflation  rates;
(f) changing competition, including, but not limited to, the deregulation of the
United  States electric utility industry, and  the entry of new competitors; (g)
the ability to carry out marketing and sales plans; (h) the ability to eliminate
duplicative administrative  functions; (i)  the  ability to  achieve  generation
planning  goals  and the  occurrence of  unplanned  generation outages;  (j) the
ability to defer  or eliminate certain  capital investments which  KCPL and  UCU
would  have to make as separate companies;  (k) the ability to enter new markets
successfully and capitalize on growth opportunities in non-regulated businesses;
and (l)  adverse changes  in  applicable laws,  regulations or  rules  governing
environmental, tax or accounting matters.
 
SYNERGIES FROM THE MERGERS
 
    KCPL  and UCU have jointly  identified a number of  synergies related to the
Mergers which their managements believe can be achieved. KCPL and UCU anticipate
that a portion of these savings  from regulated operations will be allocated  to
their  ratepayers by state regulatory authorities in the various states in which
Maxim will conduct  business. The companies  retained Ernst &  Young in 1995  to
assist  in identifying, for their regulatory  filings, the synergies relating to
combining the regulated utility operations pursuant to the Original Merger.  The
Ernst & Young report, dated March 29, 1996, which identified potential synergies
of $636 million, was filed with the FERC on March 29, 1996 and complies with the
filing  requirements  of  the  FERC.  The  Ernst  &  Young  synergies  amount is
consistent with  the  Joint Proxy  Statement/Prospectus,  dated April  4,  1996,
relating  to the  Original Merger.  In addition,  the companies  have identified
other operational efficiencies in both regulated and

 
                                       51



non-regulated  segments  which  are  discussed  below  under  the  captions  "--
Additional Operational Benefits" and "-- Enhancement of Financial  Performance."
This section and the sections captioned "-- Additional Operational Benefits" and
"--  Enhancement  of  Financial  Performance"  include  certain  forward-looking
information and should be read in conjunction with the "Certain  Forward-Looking
Information" section above.
 
                     SUMMARY OF KCPL/UCU SYNERGIES BY AREA

SAVINGS IN MILLIONS OF DOLLARS FOR EACH YEAR FOLLOWING THE MERGERS FTES MEGA PROCESS PROCESS/FUNCTION REDUCTIONS 1ST 2ND 3RD 4TH 5TH 6TH 7TH 8TH 9TH 10TH TOTAL ALL YEARS (1)(3) (2) Generate Energy Fuel Procurement 1 0.2 0.3 0.4 0.4 0.4 0.4 0.4 0.4 0.4 0.5 3.8 System Generation -- 4.0 5.2 6.8 12.7 28.1 42.5 43.8 39.9 43.3 42.2 268.5 Generation Processes 41 2.2 3.7 4.0 4.3 4.5 4.6 4.7 4.8 5.0 5.1 42.9 Distribute and Transport Energy Transmission 11 0.3 0.4 1.9 2.0 2.2 2.0 1.8 1.3 1.7 1.8 15.4 Distribution 22 0.4 0.3 1.3 1.6 1.8 2.0 2.1 2.3 2.4 2.5 16.7 Serve Customers Customer Service 8 (0.5) (0.2) 0.2 0.5 0.7 0.7 0.7 0.7 0.8 0.8 4.4 Purchasing/ Materials and Purchasing & Materials Facilities Management 35 0.9 3.5 4.1 4.5 5.0 5.5 6.0 6.5 7.1 7.7 50.8 Fleet & Facilities -- 1.8 2.6 3.1 2.5 3.1 3.1 3.2 3.3 3.5 3.6 29.8 Information Technology Enterprise Support 4 4.8 5.9 5.5 5.3 5.0 4.1 4.4 4.1 3.8 3.5 46.4 CIS 10 2.0 2.7 3.3 1.6 1.5 1.3 1.2 1.0 0.9 0.7 16.2 Data Center Consolidation 19 0.0 1.4 3.3 3.6 3.8 3.9 4.0 4.2 4.3 4.5 33.0 Other IT Issues 12 0.5 0.9 0.7 1.2 1.4 1.5 1.7 1.8 1.8 1.8 13.3 Executive and Administrative Support Function Support Financial Labor 50 0.1 1.1 2.7 3.8 4.1 4.3 4.5 4.8 4.9 5.2 35.4 Support Function Nonfinancial Labor 25 0.1 0.6 1.0 1.5 1.8 2.0 2.2 2.3 2.5 2.6 16.4 Support-Related Financial Expenditures -- 1.7 2.0 2.3 2.4 2.5 2.6 2.7 2.8 2.9 3.0 24.9 Support-Related Nonfinancial Expenditures -- 0.7 1.0 1.7 1.7 1.8 2.1 2.2 2.3 2.4 2.4 18.3 Total Synergies(1)(3) 238 19.2 31.3 42.3 49.6 67.7 82.6 85.6 82.4 87.7 87.9 636.3
(1) Numbers may not add due to rounding (2) FTEs mean Full-Time Equivalent employees (3) Excludes transaction costs MATERIAL ASSUMPTIONS UNDERLYING COST SAVINGS FROM SYNERGIES The material assumptions for the cost savings which are anticipated to be realized from the Mergers are as follows: - All synergies discussed below are estimated for a 10-year period. - In calculating synergies by year, an inflation rate of 3.5% was assumed for the 10-year period. - All synergies outlined below represent approximate amounts. - No synergies were evaluated which relate to non-regulated businesses. - Labor cost estimates are based on an analysis of nine labor categories: executive, management, professional, clerk, plant operator, supervisors, craft labor, customer service supervisors and associates. 52 - Position reductions (which, together with avoided hires, are shown on the above chart as reductions in Full-Time Equivalent employees ("FTEs")) are expected to occur over a 10-year period. The managements of KCPL and UCU believe, based on historical attrition patterns at KCPL and UCU, that such reductions should be attained entirely through attrition and avoided hires. - All existing cost savings initiatives are excluded from the synergies report. - In the discussion below, fixed charges represent the annual carrying costs of avoided capital projects. Carrying costs include depreciation, taxes other than income taxes, and interest. - Avoided capital costs are incurred on June 30, while FTE reductions are implemented on January 1. The discussion below provides a brief description of the synergy savings by category as detailed in the table above which is derived from the Ernst & Young report and is limited to the material synergy areas with smaller synergies aggregated in a category total. The major captions below correspond to the above chart. GENERATE ENERGY FUEL PROCUREMENT -- Expected savings of $3.8 million result from reductions in fuel procurement, labor and reduced inventory balances. SYSTEM GENERATION -- Combined dispatch of system generation results in fuel and variable operation and maintenance costs ("O&M") savings which are anticipated to be $107.4 million. Construction of less expensive generation capacity enabled by the Mergers could result in reductions of plant capital and O&M charges. These reductions are expected to include $88.6 million of fixed charges and $72.5 million of O&M savings. GENERATION PROCESS -- Consolidation of the system operations should result in estimated labor savings of $30.5 million. Operation of one energy management system should reduce costs by an estimated $3.8 million. Avoiding maintenance contract costs by using KCPL crews at UCU's Sibley plant is anticipated to save $6.0 million. Other synergies were estimated that total $2.6 million. DISTRIBUTE AND TRANSPORT ENERGY TRANSMISSION -- Delay or avoidance of the construction of redundant transmission lines and substations and the avoided purchase of parts and equipment resulting from the Mergers is anticipated to save $8.7 million in fixed charges. Consolidation of transmission staffing is anticipated to save $6.7 million. DISTRIBUTION -- Delay or elimination of redundant distribution system capital projects should reduce fixed charges by $3.1 million. Merging of distribution, engineering, planning, and design functions should save an estimated $3.4 million in staffing costs. Combining dispatching efforts should reduce labor costs by $5.9 million and fixed charges by an estimated $3.2 million, the latter related to the avoidance of certain systems. Other potential synergies were identified that total $1.1 million. SERVE CUSTOMERS CUSTOMER SERVICE -- Anticipated savings of $3.1 million should result from consolidating customer call centers. Other potential synergies were identified that total $1.3 million. PURCHASING/MATERIALS MANAGEMENT PURCHASING AND MATERIALS MANAGEMENT -- Based on a sample of vendors' materials and services, discounts are expected to be obtained through supplier consolidation and leveraging the larger scale of purchases. These savings are estimated at $34.5 million. Labor savings of $14.6 million are anticipated from consolidating procurement and warehouse functions. Other synergies were estimated that total $1.7 million. 53 FLEET AND FACILITIES -- Consolidation of headquarters' buildings, call centers and other facilities should result in estimated savings of $21.9 million. Estimated fleet maintenance savings of $5.5 million should be achieved by consolidating functions into existing internal functions. Other synergies were estimated that total $2.4 million. INFORMATION TECHNOLOGY ("IT") ENTERPRISE SUPPORT -- Avoidance of the purchase of duplicate systems for financial support and certain transmission and distribution functions should result in anticipated savings for fixed charges of $36.0 million and $10.4 million of labor based O&M costs. CUSTOMER INFORMATION SYSTEM ("CIS") -- Both companies had plans to replace their CIS systems. Developing one system for both companies should save an estimated $15.2 million of fixed charges. Other synergies were estimated that total $1.0 million. DATA CENTER CONSOLIDATION -- The consolidation of computer data centers and the elimination of duplicate functions should save an estimated $33.0 million in labor and other costs. OTHER IT ISSUES -- Consolidating the telecommunication and technology activities of the two companies should save an anticipated $13.3 million of labor and other costs. EXECUTIVE AND ADMINISTRATIVE SUPPORT SUPPORT FUNCTION FINANCIAL LABOR -- Labor reductions anticipated from the elimination of duplication in accounting, planning and budgeting, cash management, investor relations and internal audit should result in savings of $35.4 million. SUPPORT FUNCTION NONFINANCIAL LABOR -- Labor reductions anticipated from the elimination of duplication in human resources, rates and regulations, environmental, governmental relations, communications, and legal should result in savings of $16.4 million. SUPPORT-RELATED FINANCIAL EXPENDITURES -- Estimated synergies of $11.1 million should be achieved by combining activities such as lockbox processing and disbursements, lines of credit, transfer agents and meetings with analysts and large stockholders. Risk management expense is estimated to decrease by $7.3 million because of the elimination of duplicate coverage and reduced premiums for the combined companies. Other synergies related to accounting and tax advisory services are anticipated to save $6.5 million. SUPPORT-RELATED NONFINANCIAL EXPENDITURES -- Anticipated savings resulting from the elimination of duplicate legal and communication efforts should be $11.6 million and $3.4 million, respectively. Other synergies were estimated that total $3.3 million. SUMMARY OF SYNERGY SAVINGS
AFTER THE MERGERS ------------------------------------------- 1ST YR. 2ND YR. 3RD YR. 4TH YR. --------- ---------- --------- --------- (In millions, except per share amounts) ------------------------------------------- Synergies savings............................................................. $19.2 $31.3 $42.3 $49.6 Income taxes.................................................................. (7.5) (12.2) (16.5) (19.3) --------- ---------- --------- --------- Net synergies................................................................. $11.7 $19.1 $25.8 $30.3 --------- ---------- --------- --------- --------- ---------- --------- --------- Synergies per share........................................................... $.10 $.16 $.22 $.25 --------- ---------- --------- --------- --------- ---------- --------- --------- Average common shares outstanding............................................. 116.0 118.0 120.0 122.0 --------- ---------- --------- --------- --------- ---------- --------- ---------
- ------------------------------ (1) The combined effective tax rate used is 39%. (2) Weighted average shares reflect an anticipated issuance of 5.3 million shares of UCU Common Stock in 1996 and periodic issuances of Maxim Common Stock under various stock plans. 54 ADDITIONAL OPERATIONAL BENEFITS Subsequent to the announcement of the Original Merger, UCU and KCPL identified additional savings related to the Mergers utilizing the methodologies used by Ernst & Young's report. The additional savings are shown in the table below. SUMMARY OF ADDITIONAL OPERATIONAL BENEFITS
AFTER THE MERGERS ------------------------------------------- 1ST YR. 2ND YR. 3RD YR. 4TH YR. --------- ---------- --------- --------- (In millions, except per share amounts) ------------------------------------------- Benefits before taxes......................................................... $15.7 $15.4 $13.6 $11.8 Income taxes.................................................................. (6.1) (6.0) (5.3) (4.6) --------- ---------- --------- --------- Total......................................................................... $9.6 $9.4 $8.3 $7.2 --------- ---------- --------- --------- --------- ---------- --------- --------- Benefits per share............................................................ $.08 $.08 $.07 $.06 --------- ---------- --------- --------- --------- ---------- --------- --------- Average common shares outstanding............................................. 116.0 118.0 120.0 122.0 --------- ---------- --------- --------- --------- ---------- --------- ---------
- ------------------------------ (1) The combined effective tax rate used is 39%. (2) Weighted average shares reflect an anticipated issuance of 5.3 million shares of UCU Common Stock in 1996 and periodic issuances of Maxim Common Stock under various stock plans. The combination of the Missouri and Kansas operations of KCPL and UCU is expected to produce benefits of approximately $8.5 million, declining to $4.6 million by the fourth year, in dispatch related pre-tax savings due to the substitution of low variable cost KCPL generated power for UCU supplies currently generated by UCU or purchased by UCU. In addition, benefits of approximately $1.3 million per year in production pre-tax savings at UCU's Sibley power station were identified from the introduction of KCPL low cost coal purchases as part of the fuel mix. A review of procurement savings related to the Mergers yields an expected pre-tax savings increment of $2.1 million per year in non-generating small item stock purchases and related carrying costs and in contractual services. This review also found approximately $1.3 million per year in pre-tax savings from combined purchases of technical information and an additional $2.5 million per year in pre-tax savings from the internalization of certain legal and regulatory services. ENHANCEMENT OF FINANCIAL PERFORMANCE The Palmer Bellevue practice of Coopers & Lybrand Consulting assisted the managements of KCPL and UCU in their development of additional information relating to Maxim's ability to enhance its financial performance subsequent to the Mergers by facilitating discussions between KCPL and UCU and by reviewing the methodologies utilized in the development of the additional information. KCPL and UCU believe that their combination offers a substantial alignment of complementary capabilities for growth in a competitive energy and service market. There are valuable benefits identified below that arise from the combination of KCPL and UCU that stem from the rapidly developing international energy markets, the expansion of gas and electric marketing in an open access environment and the offering of new products and services to a combined customer base. UCU believes that it brings entrepreneurial experience as illustrated by carrying out a ten-fold expansion of revenues over the past ten years through foreign and domestic utility acquisitions, independent power investment and energy marketing ventures. KCPL believes that it is recognized for its financial strength and management practices which have resulted in low cost generation and superior performance. The combination of these capabilities should position Maxim for sustained expansion in a competitive energy market. The table below shows the expected benefits of the enhancements broken into three categories with a discussion of each category following the table. 55 SUMMARY OF FINANCIAL PERFORMANCE ENHANCEMENT
AFTER THE MERGERS ------------------------------------------ 1ST YR. 2ND YR. 3RD YR. 4TH YR. --------- --------- --------- --------- (IN MILLIONS, EXCEPT PER SHARE AMOUNTS) International........................................................... $22.0 $16.4 $30.2 $29.5 Energy marketing........................................................ 7.2 10.9 7.7 9.7 New products............................................................ 9.3 20.8 31.5 48.8 --------- --------- --------- --------- Benefits before taxes................................................... 38.5 48.1 69.4 88.0 Income taxes............................................................ (15.0) (18.8) (27.1) (34.3) --------- --------- --------- --------- Total................................................................. $23.5 $29.3 $42.3 $53.7 --------- --------- --------- --------- Benefits per share...................................................... $0.20 $0.25 $0.35 $0.44 --------- --------- --------- --------- Average common shares outstanding....................................... 116.0 118.0 120.0 122.0 --------- --------- --------- --------- --------- --------- --------- ---------
- ------------------------------ (1) The combined effective tax rate used is 39%. (2) Weighted average shares reflects an anticipated issuance of 5.3 million shares of UCU Common Stock in 1996 and periodic issuances of Maxim Common Stock under various stock plans. INTERNATIONAL Rapidly developing overseas opportunities in utility acquisitions and privatizations as well as in power plant development will be a strategic focal point for Maxim. Maxim will be well positioned to compete for these projects because of the financial foundation and operating capabilities resulting from the Mergers. It is anticipated that Maxim will be able to combine UCU's investment and operating experience in existing English-speaking utility markets with KCPL's involvement in the small power production market in China and KCPL's in-depth technical and operational expertise and financial strength. UCU has begun to refocus its gas marketing business in the United Kingdom to reduce gas supply costs in anticipation of a fully open retail market in 1997. The financial strength of KCPL should allow the United Kingdom gas marketing and trading operation to take expanded positions and grow in the de-regulating United Kingdom gas market. UCU currently has investments in electric distribution businesses in Australia and New Zealand. KCPL and UCU intend to apply their operational and technical skills and ability to access markets to these businesses. This is expected to result in greater efficiencies and market share. Anticipated improvements in operational efficiencies from these investments are expected to produce incremental pre-tax income which ranges between approximately $16.4 million and $30.2 million over the four-year period after the Mergers. ENERGY MARKETING The combination of KCPL's low variable cost regional wholesale position and financial strength coupled with UCU's pioneer status in gas and electric marketing is expected to provide growth opportunities in the power market. This plan is consistent with the new conditions represented by the April 24, 1996 issuance by the FERC of the electric open access Orders 888 and 889 and with the potential for gas marketing within the KCPL electric service territory. AGP, a subsidiary of Aquila and an indirect subsidiary of UCU, recently reported to stockholders that in 1995 it set company records for natural gas throughput, volumes of extracted natural gas liquids, total operating wells connected and operated miles of pipeline. AGP built two new strategic pipelines in 1995 to facilitate the company's processing plants on the Southeast Texas Pipeline System. This investment effectively doubles the capacity of AGP's system. The increased focus on gas and electric trading opportunities is expected to produce pre-tax income which ranges between approximately $3.3 million and $6.6 million over the four-year period. 56 In addition, an investment in increased throughput capacity for AGP's Texas intra-state pipeline system is anticipated to produce pre-tax earnings which range between $3.9 million and $4.7 million over the four-year period. NEW PRODUCTS Both KCPL and UCU are focusing on expanding the relationship with the customer by offering value added services beyond the traditional delivery of electric and gas service. UCU's EnergyOne, the first nationally branded line of products and services for the electric and gas utility industry, seeks to provide a portfolio of value-added services and customer energy solutions. The EnergyOne concept and UCU's partnership with Novell, Inc., a national provider of network software, can be complemented by KCPL's experience in the widespread deployment of the CellNet wireless communication and customer premise communication technologies. UCU, in cooperation with KCPL, is currently developing an EnergyOne partnership program that leverages the complementary strengths of each company and the national brand recognition of EnergyOne. The financial strength and urban presence of KCPL coupled with the marketing acumen and rural market coverage by UCU provides an excellent foundation for achieving Maxim's goal of becoming an energy leader worldwide. The partnership will expand to include other energy companies as well as supply partners. The combination of these companies is expected to create enhanced opportunities and capabilities to provide customers with energy information and communications services, to better manage operational expenses, and to generate additional revenues from new products and services. These new products and services include electronic home security, appliance warranty service and leasing of utility fiber optic capacity for telecommunications. Pre-tax income from new products and services is expected to total approximately $7.0 million to $19.2 million over the four-year period while the EnergyOne partnership program is expected to contribute approximately $2.3 million in pre-tax earnings in the first year, growing to $29.6 million by year four. CORPORATE GROWTH HISTORICAL -- Both UCU and KCPL have independently pursued strategies committed to continuing growth in earnings and stockholder value in both regulated and non-regulated business segments. UCU began its aggressive growth in 1983 with the formation of UtiliCorp United Inc. from its predecessor company Missouri Public Service Corporation. Since 1983 UCU has: - Acquired and merged with ten domestic electric and gas utilities, investing a total of $858 million; - Purchased interests in four international electric utilities, investing a total of $426 million; - Established UtilCo Group and invested $206 million in 17 independent power projects; - Established Aquila and invested $303 million in natural gas gathering and transportation assets. Over the period from 1985 to 1995, UCU has increased its Assets and Earnings Before Interest, Taxes, Depreciation and Amortization by 431% and 425% respectively while also delivering to its stockholders a total return (stock appreciation plus dividends) in excess of both the average for the S&P 500 and the utility industry peer group average.* UCU has also been an industry innovator in marketing and commodity trading. In 1995, UCU introduced the first national brand in the electric and gas utility industry. UCU's brand, EnergyOne, - ------------------------ * Source for the S&P 500 and utility industry peer group averages: WALL STREET JOURNAL Shareholder Scoreboard, February 29, 1996. 57 has been nationally recognized and has quickly achieved a high level of consumer awareness. UCU has built one of the industry's first national sales forces. Because of the success of the EnergyOne brand strategy, UCU now provides energy solutions to over 125 of the Fortune 500 companies in the United States. UCU has also been an industry innovator in the application of technology to the energy industry and to the solution of customer problems. UCU believes that its alliance with Novell, Inc. holds the promise of a new generation of information, comfort and security customer solutions. The two companies are actively working towards product introductions in 1997. KCPL has also delivered above market and peer-group average total returns to its shareholders* as a result of its focus on economic value added in its core business and carefully planned growth through investment in non-regulated segments. Over the past ten years, KCPL has significantly reduced its financial risk and increased its financial strength as indicated by its current A1 bond rating by Moody's Investors Service, its A+ bond rating by Duff & Phelps Credit Rating Company and its A bond rating by Standard & Poor's Corporation. Strong cash flow and interest rate management have allowed KCPL to reduce debt and reduce interest rates on existing debt which has resulted in one of the lowest average costs of debt in the electric utility industry. KCPL has focused its growth activities principally in non-regulated segments of the energy industry. In 1992, KCPL formed KLT, a non-regulated subsidiary. KLT invests in independent power projects, oil and gas reserves, utility-related technologies and services, and tax-advantaged investment opportunities. KLT has invested approximately $150 million since its inception in 1992. MAXIM GROWTH STRATEGY The managements of both KCPL and UCU are committed to a strategy of continuing growth through investment in both the regulated and non-regulated segments of the energy business. Overall the goals of the growth strategy are to provide stockholders: - total returns above both peer group and broad market averages consistently and over an extended period of time; - an investment which carries below market-average risk (beta); and - an investment in a company which has a diversified base of energy-related businesses, without undue concentration in (i) fuel source, (ii) customer mix, or (iii) regulatory jurisdiction. In order to achieve these objectives the managements of KCPL and UCU intend for Maxim to continue to emphasize aggressive yet carefully planned growth through investment, acquisition and merger. 58
s

                                  THE MERGERS
BACKGROUND OF THE MERGERS
 
    KCPL and UCU share the view that  the energy industry has entered an era  of
inevitable,  accelerating  change that  will have  a  significant impact  on the
future competitive position of utility based energy companies and their  ability
to  maintain  and  increase earnings.  More  than  ever, the  industry  is being
transformed by  technological  advances,  consumer demand  and  legislative  and
regulatory   reforms  which  are  leading  to  greater  competition  in  a  once
monopolistic industry.
 
                                       32


    Both KCPL and  UCU believe  that these  changes are  leading to  fundamental
changes  in the nature of energy related businesses. As a result, public utility
companies face increased  business risks  and limits  to their  ability to  grow
earnings  through  rate  base  increases and  are,  therefore,  pursuing various
business combinations  in  order to  reduce  risk  and create  new  avenues  and
opportunities  for earnings growth. Accordingly,  public utilities have invested
and, KCPL and UCU believe, will  continue to invest in non-regulated  businesses
within  the energy sector  and in businesses  complementary to their traditional
business. In response to intensified  competition, public utilities have  sought
and,  KCPL  and  UCU believe,  will  continue  to seek  opportunities  to create
efficiencies and control future costs through consolidation. Efficiency and  the
ability to respond quickly to the needs of the market will be rewarded. KCPL and
UCU  each share the view that only  efficient, low-cost suppliers of energy that
pursue reforms in the regulatory and legislative arenas will be able to  compete
successfully in a changing marketplace.
 
    Recognizing  this trend, KCPL and UCU each have separately studied strategic
options and opportunities and have from time to time over the last several years
participated in preliminary discussions with other utility and energy  companies
regarding  possible strategic business  combinations. In October  1993, KCPL and
UCU executives  and  their  respective  advisors participated  in  a  number  of
meetings  regarding a business combination involving the two companies. After an
exchange and review of confidential data,  the two companies mutually agreed  to
cease consideration of a business combination at that time.
 
    In  June  1994,  KCPL  and  Western  Resources  also  exchanged confidential
information in  connection with  preliminary  discussions regarding  a  possible
business  combination. Upon review  of such confidential  information, in August
1994, KCPL advised Western Resources that KCPL was not interested in pursuing  a
business   combination  with  Western   Resources.  Although  Western  Resources
indicated a continuing  interest in  pursuing a business  combination with  KCPL
from  late 1994  through early  1996, KCPL  reaffirmed to  Western Resources the
conclusion of its analysis that a combination with Western Resources was not  in
the best interest of KCPL's shareholders.
 
    On May 25, 1995 and again on June 6, 1995, A. Drue Jennings, Chairman of the
Board,  President and  Chief Executive Officer  of KCPL, Richard  C. Green, Jr.,
Chairman of  the Board,  President and  Chief Executive  Officer of  UCU, and  a
representative  of DLJ, financial advisor to UCU, met to discuss a new potential
joint  venture  between  the  two  companies  involving  power  operations   and
maintenance.  Further discussions were  held by senior  operations executives of
KCPL and UCU on June 10, 1995.
 
    KCPL and UCU subsequently each formed teams, which met throughout the summer
of  1995,  to  explore  new  joint  alliances  in  areas  including  operations,
information technology, marketing and procurement. Pursuant to a confidentiality
agreement,  dated September  1, 1995,  the two  companies exchanged confidential
information in order to facilitate  such discussions and related  investigations
of each other's business operations in connection therewith.
 
    The  KCPL and  UCU teams  continued to  meet through  September, October and
November of  1995  and periodically  updated  their respective  Chief  Executive
Officers  regarding  their  progress  in  exploring  additional  potential joint
ventures and strategic alliances. The  meetings between the respective teams  of
the  two companies as well  as discussions between the  members of the teams and
their respective Chief Executive  Officers revealed that  the two companies  had
similar  visions and  strategic outlooks in  a number  of areas. As  a result of
these meetings, both  companies continued  to discuss the  possibility of  joint
ventures.
 
    Because of their shared views regarding the accelerating pace of the changes
facing  the energy industry and, in  particular, the convergence of electric and
gas supplies into a single energy source giving customers the ability to  choose
between  the two, as well as the unique advantages a combined company would have
to expand into additional opportunities in the unregulated sector and additional
acquisition opportunities, on  October 30,  1995, A. Drue  Jennings, Richard  C.
Green,  Jr., Turner  White, KCPL Senior  Vice President of  Retail Services, and
Michael D. Bruhn, UCU Vice President of

 
                                       33


Corporate Development, met to discuss the general terms of a possible merger  of
equals  transaction. The parties recognized that unique opportunities for growth
and certain  synergies  would  be  available in  a  combined  company  and  that
additional  discussions and due  diligence were warranted.  At the conclusion of
the meeting, each Chief Executive Officer agreed to discuss with his  respective
Board  of Directors at their upcoming  regularly scheduled meetings, the concept
of such a combination.
 
    The KCPL Board met on November 7,  1995 and agreed that Mr. Jennings  should
continue  exploratory  discussions  with UCU.  Thereafter,  KCPL  consulted with
Skadden Arps, a law firm that had previously been engaged by KCPL in  connection
with  other matters, and on November 14, 1995, KCPL engaged Merrill Lynch as its
financial advisor  to  advise  KCPL  with respect  to  a  potential  transaction
involving KCPL and UCU.
 
    The  UCU Board met on November 9, 1995 and also agreed that Mr. Green should
continue preliminary discussions with KCPL.  In addition to its regular  outside
legal  counsel of Blackwell Sanders, UCU engaged the law firm of Weil, Gotshal &
Manges LLP ("Weil Gotshal")  and also retained DLJ  as its financial adviser  to
advise with respect to the potential transaction involving KCPL and UCU.
 
    On  November 10,  1995, Messrs.  Jennings, Green,  White and  Bruhn met with
representatives  of  Skadden  Arps  and  Weil  Gotshal  to  conduct  preliminary
discussions  regarding  a  merger  of equals  involving  the  two  companies. On
November 18, 1995,  the Strategic Planning  Committee of the  KCPL Board met  to
discuss  the merits of such a business combination between KCPL and UCU in light
of KCPL's long-term strategic plans. The committee concluded that the discussion
and analysis should continue.
 
    A  meeting  of  representatives  of  both  companies  and  their  respective
financial  advisors was held on November 22, 1995 to discuss business, financial
and other  issues.  At  that  meeting,  the  companies  determined  that  unique
opportunities  were  present  in  the  proposed  business  combination  and that
additional discussions and due diligence should proceed.
 
    A meeting of representatives  of both companies  and their respective  legal
and  financial advisors was  also held on  November 28, 1995  to commence a more
detailed  examination  of   the  numerous   structural,  corporate   governance,
regulatory  and  other issues  relating to  the  proposed transaction.  Also, on
November 28,  1995,  KCPL  and  UCU entered  into  a  confidentiality  agreement
pursuant  to which the companies and their representatives provided confidential
information to each other  in connection with  the proposed transaction.  Senior
management  of both  companies analyzed  financial, operational,  regulatory and
other legal issues relating to such a possible business combination.
 
    During December 1995, the  chief executive officers of  KCPL and UCU met  on
several  occasions  to  discuss key  issues  relating to  the  possible business
combination. On December 6, 1995, Ernst & Young was retained by KCPL and UCU  to
identify and quantify the potential cost savings from synergies available from a
merger of KCPL and UCU.
 
    Through  mid-January  1996,  representatives  of both  KCPL  and  UCU, their
counsels and financial  advisors held  numerous meetings and  participated in  a
number  of conference calls  to conduct due diligence  and discuss and negotiate
the terms of a possible business combination pursuant to which the businesses of
KCPL and UCU would be merged. These ongoing discussions focused on the structure
of the transaction, the conditions  to the transaction, the covenants  regarding
the operations of each company during the period between signing of an agreement
and  consummation of  the transactions contemplated  thereby, regulatory matters
impacting the combination and possible termination fees.
 
    At a  meeting  of  the  KCPL  Board  on  December  8,  1995,  Merrill  Lynch
representatives reviewed for the KCPL Board preliminary financial data regarding
the  two companies. Skadden Arps attorneys also  described to the KCPL Board its
legal responsibilities and  fiduciary duties to  shareholders in evaluating  the
proposed  transaction. The KCPL  Board discussed the  rationale for the proposed
transaction and authorized management to continue its analysis and discussion.

 
                                       34


    At a meeting of the UCU Board on December 9, 1995, DLJ's representatives and
officers of UCU described the status  of the proposed transaction with KCPL  and
analyzed  preliminary  financial data.  The UCU  Board authorized  the executive
officers of UCU to continue discussions with representatives of KCPL.
 
    At a  meeting of  the KCPL  Board on  January 5,  1996, the  KCPL Board  was
updated   regarding  the  proposed  business  combination,  including  potential
strategic benefits  of the  transaction and  the status  of negotiations.  These
potential strategic benefits included the ability of a stronger combined company
to  operate in a dynamic environment; enhanced opportunities for earnings growth
that would create value for shareholders; diversification and, hence,  reduction
of  regulatory risks that would result  from the combination; and production and
operation cost  savings.  Merrill  Lynch  representatives  presented  a  general
overview  of  the various  UCU businesses  and the  methodologies that  might be
relevant to a  financial analysis of  a business combination,  and Skadden  Arps
attorneys  provided advice  regarding relevant regulatory  issues, explained the
mechanics of the proposed transaction and outlined the terms of the then current
draft of the Original Merger Agreement. Pursuant to such agreement, KCPL and UCU
would each  merge with  and  into KCU,  with KCU  surviving  in each  case  (the
"Original  Merger") and stockholders  of KCPL and UCU  would each receive common
stock of KCU ("KCU Common  Stock") in exchange for  their shares of KCPL  Common
Stock  and UCU Common Stock, respectively.  The KCPL Board concluded unanimously
that management  and  its advisors  should  continue to  pursue,  negotiate  and
evaluate the proposed combination.
 
    At a meeting of the UCU Board on January 12, 1996, the UCU Board was updated
on the merger discussions.
 
    During  their discussion  regarding the  parties' synergies  analysis at the
January 5, 1996 meeting of  the KCPL Board and the  January 19, 1996 meeting  of
the  UCU Board, Ernst & Young emphasized  that the estimated net cost savings of
approximately $619  million  over  a  10-year period  were  all  created  by  or
attributable  to the proposed merger and did  not include other types of savings
that might  be achieved  without a  merger.  Ernst &  Young explained  that  the
projected  cost  savings  reflected  the creation  of  cost  reductions  or cost
avoidance opportunities through the ability to consolidate separate  stand-alone
operations   into  a  single  entity.   This  consolidation  would  thus  enable
duplicative  functions  and  positions  to  be  eliminated,  similar   corporate
activities  to be combined,  avoided or reduced in  scope, external purchases of
goods and services  to be aggregated,  technical skills and  capabilities to  be
optimized  and  shared and  capital expenditures  to be  avoided. Ernst  & Young
informed the KCPL Board and  the UCU Board that  the report was preliminary  and
that while components of the analysis might change, the joint synergies analysis
had  indicated estimated savings opportunities in the regulated utility business
totalling approximately $619  million net  of all anticipated  costs to  achieve
those  savings  and costs  expected to  be incurred  to consummate  the proposed
merger. The approximately  $619 million  of net  cost savings  were composed  of
approximately  $232 million  in labor  related cost  savings, approximately $128
million of avoidable capital requirements  and reductions of approximately  $259
million  in other non-capital related expenses.  The cost savings estimates were
developed and quantified by the parties based on the individual facts  regarding
existing  and planned costs for  each company, the current  mode of operation of
each company, the potential organization and operational framework  post-merger,
the  estimated timing to achieve the  savings and the interrelationship of these
factors and the costs and complexity of savings attainment. See "THE MERGERS  --
Synergies  from  the  Mergers,"  "-- Additional  Operational  Benefits"  and "--
Enhancement of Financial Performance."
 
    During the week of January 15, 1996, the financial advisors of KCPL and  UCU
discussed  the methodology for  determining the appropriate  exchange ratios for
the Original Merger and negotiated with respect thereto, and late in the evening
on January 18, 1996, together  with senior officers of  KCPL and UCU, agreed  to
recommend  to each company's Board  of Directors that each  share of KCPL Common
Stock would be converted into the right to receive 1.0 share of KCU Common Stock
and each share of UCU Common Stock would be converted into the right to  receive
1.096 shares of KCU Common Stock.

 
                                       35


    Meetings  of the KCPL Board and the UCU  Board were held on January 19, 1996
to consider and  approve the  Original Merger.  At each  company's meeting,  its
senior management and financial and legal advisors discussed material aspects of
the Original Merger and related transactions. At the KCPL Board meeting, Merrill
Lynch  representatives reviewed for  the KCPL Board  various financial and other
information and delivered its oral opinion to the KCPL Board, which opinion  was
subsequently  confirmed in a written opinion dated as of January 19, 1996, that,
as of such date and based upon the assumptions made, matters considered and  the
limits  of review as set forth in such  opinion, the exchange ratio of 1.0 share
of KCU Common  Stock for each  share of  KCPL Common Stock  (the "Original  KCPL
Exchange  Ratio") was fair to  the holders of KCPL  Common Stock (other than UCU
and its  affiliates) from  a financial  point of  view. Skadden  Arps  attorneys
summarized  recently negotiated terms of  the Original Merger Agreement relating
to employee benefit issues and the proposed organizational documents of KCU.  In
addition,  the KCPL Board was  advised as to the  reasonableness of the proposed
employment agreements to be entered into at  the Effective Time by KCU and  each
of  Messrs. Jennings and Green  based on a review  of similar agreements entered
into in connection with similar  transactions in the electric utility  industry.
After  considering and discussing the various  presentations at such meeting and
at prior meetings as well as  the recommendation of KCPL's management, the  KCPL
Board  approved, by  a unanimous vote  of those directors  present, the Original
Merger Agreement, the Original Merger and the transactions contemplated  thereby
and authorized the execution of the Original Merger Agreement.
 
    At  a  meeting of  the UCU  Board on  January  19, 1996,  the UCU  Board was
presented with a  discussion of  the status of  the negotiations  with KCPL  and
various details relating to the proposed Original Merger. Representatives of DLJ
reviewed for the UCU Board various financial and other information and delivered
oral  and written opinions that  as of such date  and subject to the assumptions
made, matters considered and  limits of the review  undertaken, as set forth  in
such  opinions and assuming the Original KCPL Exchange Ratio, the exchange ratio
of 1.096 shares  of KCU Common  Stock for each  share of UCU  Common Stock  (the
"Original  UCU Exchange  Ratio") was  fair, from a  financial point  of view, to
holders of UCU  Common Stock.  Representatives from Blackwell  Sanders and  Weil
Gotshal  outlined the terms of  the Original Merger Agreement  for the UCU Board
and advised as to the fiduciary  duties of the directors. After considering  and
discussing  the various  presentations, the UCU  Board approved,  by a unanimous
vote, the Original Merger  Agreement, the Original  Merger and the  transactions
contemplated  thereby  and  authorized  the  execution  of  the  Original Merger
Agreement.
 
    The Original Merger Agreement and certain related documents were executed on
January 19, 1996 following such approval by the KCPL Board and the UCU Board.
 
    On April 9, 1996,  a joint proxy statement/prospectus  of KCPL, UCU and  KCU
relating  to the  Original Merger  was mailed to  stockholders of  KCPL and UCU.
Included in  such  joint  proxy  statement/prospectus  were  notices  of  annual
meetings  of stockholders of KCPL and UCU,  as the case may be, establishing May
22, 1996 as the date on which both KCPL and UCU would have their annual meetings
to consider and vote upon, among  other things, the Original Merger and  related
matters, the election of directors and the ratification of independent auditors.
 
    On  April 14, 1996, Mr. Jennings received  a telephone call from Mr. John E.
Hayes, Jr.,  Chairman  of the  Board  and  Chief Executive  Officer  of  Western
Resources,  in which Mr. Hayes  informed Mr. Jennings that  he was delivering to
Mr. Jennings an unsolicited proposal to the KCPL Board pursuant to which Western
Resources would acquire all of the outstanding KCPL Common Stock in exchange for
shares of  common  stock,  par  value $5.00  per  share,  of  Western  Resources
("Western  Resources Common  Stock") valued at  $28.00 per share  of KCPL Common
Stock, subject to adjustment.

 
                                       36


    Following such  telephone  conversation, on  April  14, 1996,  Mr.  Jennings
received  from Western Resources a letter  (the "April 14 Letter") setting forth
Western Resources' unsolicited merger proposal. In the letter, Western Resources
proposed that KCPL and  Western Resources merge in  a transaction in which  each
holder  of KCPL  Common Stock  would receive  $28.00 worth  of Western Resources
Common Stock, subject  to a "collar"  limiting the amount  of Western  Resources
Common  Stock that holders  of KCPL Common  Stock would receive  to no more than
0.985 shares and no less than 0.833 shares of Western Resources Common Stock for
each share of KCPL Common Stock. Shortly after delivery of the April 14  Letter,
Western Resources publicly announced its unsolicited merger proposal.
 
    On  April 15,  1996, Western Resources  filed an application  with the State
Corporation Commission  of  the State  of  Kansas seeking  approval  of  Western
Resources'  proposed business combination with KCPL  and a Petition to Intervene
in the Original Merger.
 
    A meeting of the  KCPL Board was  held on April 19,  1996 and reconvened  on
April  21, 1996  to consider Western  Resources' proposal. At  this meeting, the
KCPL Board received  presentations concerning Western  Resources' proposal  from
KCPL's  management and  its financial  and legal  advisors. Representatives from
Skadden Arps advised  the KCPL Board  with respect to  certain legal matters  in
connection    with   its   consideration   of   Western   Resources'   proposal.
Representatives from Ernst  & Young provided  information to the  KCPL Board  in
three  areas. First,  Ernst &  Young provided  a summary  of the  differences in
assumptions included in  the Ernst &  Young synergies report  and the  synergies
study  conducted for  Western Resources  by Deloitte  & Touche  LLP ("Deloitte &
Touche"). Second, Ernst  & Young  identified the following  areas where  Western
Resources  and Deloitte &  Touche appeared to  have made inaccurate assumptions:
(i) that  KCPL employed  more persons  than  they actually  do; (ii)  that  KCPL
budgeted  more for  customer information systems  than KCPL  actually has; (iii)
that the costs of  operating KCPL's data center  were higher than they  actually
are;  and (iv) that KCPL's level of benefits loading was higher than it actually
was. Finally, Ernst & Young noted for the KCPL Board the fact that the group  of
comparable  companies reviewed to develop benchmarks demonstrated wide variances
in projected synergies thereby bringing into question whether an average of  the
group's  projected  synergies  provided  an  appropriate  benchmark  from  which
conclusions could be drawn.

    On April  19, 1996,  Merrill Lynch  made a  presentation to  the KCPL  Board
summarizing  Western Resources' business and its proposal contained in the April
14  Letter.  The  purpose  of  Merrill  Lynch's  presentation  was  to   provide
information  to the KCPL Board regarding Western Resources and its proposal, and
accordingly, Merrill Lynch drew no  conclusions from its presentation  regarding
such proposal. The following is a summary of such presentation.
 
    Merrill  Lynch  summarized the  key  financial terms  of  Western Resources'
proposal contained in  the April 14  Letter, including the  announced price  per
share  of KCPL Common Stock, the operation of the proposed "collar" over a range
of prices  of  the  Western  Resources Common  Stock,  the  proposed  accounting
treatment,  the synergies claimed by Western Resources, the proposed composition
of the board of directors of the combined company, the pro forma share ownership
of the combined company, and the implied 1996 annual dividend rate per share  of
the KCPL Common Stock.

    Using  publicly available information, Merrill  Lynch presented a profile of
Western Resources,  including  a  description of  Western  Resources'  lines  of
business,  a summary of recent financial  and operating results, a chronology of
significant recent  corporate  events,  and  a comparison  of  the  stock  price
performance of the Western Resources Common Stock to the stock price performance
of  the KCPL Common Stock,  the UCU Common Stock  and the S&P Electric Companies
Index for the three year and twelve month periods preceding the April 14 Letter.
Merrill Lynch  also  presented excerpts  from  recent commentaries  by  research
analysts  regarding  Western  Resources,  a  comparison  of  research  analysts'
earnings estimates for Western Resources  complied by First Call,  Institutional
Brokers  Estimating  Service  and  Nelsons, respectively,  and  a  comparison of
certain financial and

 
                                       37


operating information and  ratios for Western  Resources with the  corresponding
financial  and operating information  and ratios for a  group of publicly traded
companies that  Merrill  Lynch  deemed  to  be  reasonably  similar  to  Western
Resources.
 
    Using  publicly available research analysts'  earnings estimates for Western
Resources and KCPL, Merrill Lynch  reviewed certain pro forma effects  resulting
from  Western  Resources' proposal,  including  the potential  impact  to KCPL's
projected stand-alone  earnings  per share,  dividends  per share  and  dividend
payout  ratios,  both  including  and  excluding  synergies  claimed  by Western
Resources. In  addition,  Merrill  Lynch  reviewed  certain  pro  forma  effects
resulting  from Western Resources'  proposal and the  potential impact to KCPL's
projected stand-alone earnings per share and dividend payout ratios, assuming  a
range  of  synergies claimed  by  Western Resources  that  would be  retained by
shareholders, a range of potential  rate reductions affecting Western  Resources
on a stand-alone basis, and a range of aggregate synergies.

    Using   publicly  available  information,  Merrill  Lynch  reviewed  certain
financial information  and  ratios  claimed or  implied  by  Western  Resources'
proposal  and  compared  such  information  and  ratios  with  the corresponding
financial information and ratios for a number of recent combinations of  utility
companies,  including  the terms  of  the Original  Merger  with UCU.  Since the
analyses  described  above  were  prepared   by  Merrill  Lynch  prior  to   the
recommendation  made by the  Citizens Utility Ratepayer  Board to reduce Western
Resources' rates by  $87 million  per year and  the recommendation  made by  the
staff  of the Kansas Commission (as defined herein) to reduce Western Resources'
rates by $105 million per year, such  analyses did not include an evaluation  of
the  significant negative  cash flow impact  of such rate  reductions on Western
Resources and the  negative effect such  rate reductions would  have on  Western
Resources'  ability to maintain its proposed dividend levels and credit quality.
In view of the foregoing,  the KCPL Board is no  longer relying on such  Merrill
Lynch analyses presented at the KCPL Board's April 19, 1996 meeting.

    On  April 21, the KCPL Board, based upon the presentations given, the advice
received and the  considerations discussed at  such meeting of  the KCPL  Board,
determined that further exploration of the Western Resources proposal was not in
the  best interests of KCPL, its  shareholders, its employees and its customers.
Also on such date, the KCPL Board reaffirmed its approval of the Original Merger
with UCU.
 
    On April 22, 1996, Mr. Jennings delivered to Mr. Hayes a letter stating that
the KCPL  Board had  rejected  Western Resources'  proposal. Mr.  Jennings  also
telephoned Mr. Hayes to inform him of the decision of the KCPL Board.
 
    On  April 22, 1996, Western Resources announced that it intended to commence
an unsolicited exchange offer, and that it had filed preliminary proxy materials
for use in soliciting proxies from holders of KCPL Common Stock in opposition to
the approval and adoption of the Original Merger, the Original Merger  Agreement
and  the transactions contemplated  thereby. On the  same day, Western Resources
filed a Registration Statement  on Form S-4 (the  "Western Resources Form  S-4")
with  the SEC  which described  a proposed  offer to  exchange Western Resources
Common Stock for all of the outstanding shares of KCPL Common Stock. Pursuant to
a preliminary  prospectus  included  in  the Western  Resources  Form  S-4  (the
"Western  Resources  Preliminary  Prospectus"),  Western  Resources  proposed to
offer, upon the terms  and subject to  the conditions set  forth in the  Western
Resources  Preliminary  Prospectus  and  in  a  related  Letter  of  Transmittal
(together, the "Proposed Western Resources Offer"), to exchange less than a full
share of  Western Resources  Common Stock  for each  outstanding share  of  KCPL
Common  Stock validly tendered on or prior  to the "Expiration Date" (as defined
in the  Western  Resources  Preliminary  Prospectus)  of  the  Proposed  Western
Resources  Offer and  not properly withdrawn.  As initially filed  with the SEC,
each such share would be  entitled to receive a fraction  of a share of  Western
Resources  Common Stock equal to the "Western Resources Exchange Ratio," defined
as the quotient (rounded to the nearest 1/100,000) determined by dividing $28.00
by the average of the high and low sales prices of the Western Resources  Common
Stock  (as  reported  on the  NYSE  Composite Transactions  reporting  system as
published in the Wall  Street Journal or, if  not published therein, in  another
authoritative source) on each of the twenty consecutive trading days ending with
the second trading day immediately preceding the Expiration Date; provided, that
the  Western Resources Exchange Ratio  would not be less  than 0.833 nor greater
than 0.985.

 
                                       38


    According to the Western Resources Preliminary Prospectus, Western Resources
intends, as  soon as  practicable  after consummation  of the  Proposed  Western
Resources  Offer,  to  seek to  merge  KCPL  with and  into  itself  pursuant to
applicable law (the "Proposed Western Resources Merger").
 
    The Proposed Western Resources Offer is subject to numerous conditions.  The
Proposed  Western Resources Offer  is conditioned upon,  among other things, (i)
there being validly tendered  and not withdrawn prior  to the Expiration Date  a
number  of shares  of KCPL  Common Stock which  will constitute  at least ninety
percent of the  total number of  outstanding shares  of KCPL Common  Stock on  a
fully  diluted basis (as though all options or other securities convertible into
or exchangeable for shares had been so converted, exercised or exchanged) as  of
the  date the shares are accepted for  exchange by Western Resources pursuant to
the Proposed Western Resources Offer, (ii) approval of the issuance of shares of
Western Resources Common Stock pursuant to the Proposed Western Resources  Offer
and  the Proposed Western Resources  Merger and approval of  an amendment to the
Western Resources articles of incorporation to increase the number of shares  of
Western Resources Common Stock authorized for issuance by the holders, voting as
a  single class, of a  majority of the shares  of Western Resources Common Stock
and Western Resources preferred stock outstanding on the applicable record  date
and  approval of the Proposed Western Resources Merger by the holders, voting as
a single class, of  a majority of the  Western Resources preferred stock,  (iii)
Western  Resources being satisfied, in its  sole discretion, that the provisions
of Section 351.407 of  the MGBCL are inapplicable  to Western Resources and  the
transactions contemplated by the Proposed Western Resources Offer or full voting
rights  for  all shares  to be  acquired  by Western  Resources pursuant  to the
Proposed Western Resources  Offer having  been approved by  the shareholders  of
KCPL  pursuant to such  statute, (iv) Western Resources  being satisfied, in its
sole discretion, that the  provisions of Section 351.459  of the MGBCL will  not
prohibit  for  any  period of  time  the  consummation of  the  Proposed Western
Resources Merger  or  any  other  "Business Combination"  (as  defined  in  such
statute)  involving  KCPL and  Western Resources  or  any subsidiary  of Western
Resources, (v) the shareholders of KCPL not having approved the Original  Merger
Agreement,  (vi) all  regulatory approvals  required to  consummate the Proposed
Western Resources Offer and  the Proposed Western  Resources Merger having  been
obtained  and remaining in full force  and effect, all statutory waiting periods
in respect thereof having expired and no such approval containing any conditions
or restrictions  which  the  Western Resources  board  of  directors  reasonably
determines  in good faith  will have or  reasonably could be  expected to have a
material  adverse  effect  on  Western  Resources,  KCPL  and  their  respective
subsidiaries  taken as  a whole,  (vii) the  receipt by  Western Resources  of a
letter from its independent public accountants stating that the Proposed Western
Resources Merger  will  qualify as  a  pooling of  interests  transaction  under
generally  accepted accounting principles and applicable SEC regulations, (viii)
Western Resources being satisfied, in its sole discretion, that it will be  able
to  consummate the  Proposed Western Resources  Merger as  a "short-form" merger
pursuant to the provisions of Section  351.447 of the MGBCL and Section  17-6703
of  the Kansas  General Corporation Code  immediately after  consummation of the
Proposed Western  Resources  Offer  and  (ix) all  outstanding  shares  of  KCPL
Preferred Stock having been redeemed.
 
    On  May  3, 1996,  Western Resources  commenced  soliciting proxies  of KCPL
shareholders in opposition to the Original Merger.
 
    On May 6, 1996, KCPL and UCU  announced that they would recommend an  annual
dividend  of  $1.85 per  common  share for  KCU. Also  on  May 6,  1996, Western
Resources announced that it had increased the lower limit of the "collar" in the
Proposed Western Resources  Offer. According to  Western Resources, the  minimum
number  of shares of Western Resources Common Stock that KCPL shareholders would
receive for each share  of KCPL Common Stock  if the Proposed Western  Resources
Offer is consummated would be changed from 0.833 to 0.91. The maximum number was
not changed.
 
    On  May 9, 1996,  the KCPL Board  met in order  to review the  status of the
Original Merger and the Proposed Western  Resources Offer. At such meeting,  the
KCPL  Board received presentations  from its management  and financial and legal
advisors regarding recent developments and the financial and legal terms of  the
Proposed  Western  Resources Offer,  including  the May  6,  1996 change  in the
"collar." In  addition, representatives  from the  Palmer Bellevue  practice  of
Coopers  & Lybrand Consulting  ("CLC"), which had been  retained by KCPL shortly
after the announcement of the Proposed Western Resources

 
                                       39


Offer, were present.  CLC reviewed with  the KCPL Board  the synergies  analysis
undertaken  on  behalf  of Western  Resources  in connection  with  the Proposed
Western  Resources  Offer.   This  review  was   based  on  publicly   available
information.  Their  review  concluded that  the  study conducted  on  behalf of
Western Resources by Deloitte & Touche  appeared to contain certain flaws  which
result  in  overestimates of  the savings  expected to  be realized.  Such flaws
identified were: (a) the application of a discount on materials procurement that
assumes similarities and commonalities in plant  that do not exist; (b) the  use
of  a labor benefits loading of 34% rather than the actual KCPL benefits loading
which averages 26%;  (c) the assumption  that layoffs will  not be required  for
headcount  reductions estimated to be 36% greater in the proposed combination of
KCPL and  Western  Resources than  in  other  recent utility  mergers;  (d)  the
assumption  that 100% of headcount reductions will be available as of January 1,
1998, a time virtually at the anticipated time of closing a business combination
with Western  Resources; and  (e) the  use of  a 4.3%  labor inflation  rate  in
contrast to relatively contemporaneous Deloitte & Touche utility synergy studies
which assumes a 3.5% labor inflation rate. Additionally, they reviewed the study
conducted  by  Ernst &  Young relative  to likely  savings related  to synergies
resulting from the proposed Original Merger.  They concluded that the study  was
conservative  in  its  assumptions,  well  documented  and  professional  in its
methodology. There was no report issued by CLC related to these conclusions.
 
    During the period  beginning on May  10, 1996  and ending on  May 19,  1996,
various  meetings were  held between  executives of  KCPL and  UCU to  discuss a
possible change in the exchange ratios  in the Original Merger, certain  changes
in  the structure of the Original Merger and other possible changes to the terms
of the Original Merger. During the  course of such meetings, representatives  of
UCU  indicated that  UCU would  consider a change  in the  Original UCU Exchange
Ratio, but any such change would be  conditioned upon a change in the  structure
of  the transaction to  the form set forth  in the Merger  Agreement. On May 18,
1996, representatives of KCPL  and UCU agreed to  recommend to their  respective
Boards  of Directors the  Exchange Ratio of  one share of  KCPL Common Stock for
each share  of UCU  Common  Stock and  the structure  set  forth in  the  Merger
Agreement and described in this Joint Proxy Statement/Prospectus, subject to the
approvals of the KCPL Board and the UCU Board.
 
    On  May  19, 1996,  the UCU  Board met  to consider  and approve  the Merger
Agreement. At  such meeting,  UCU's senior  management and  financial and  legal
advisors  summarized the proposed merger.  Also at such meeting, representatives
of DLJ reviewed for  the UCU Board various  financial and other information  and
delivered  an oral opinion that  as of such date  and subject to the assumptions
made, matters considered and  limits of the review  undertaken, as set forth  in
such  opinion, the Exchange Ratio  was fair, from a  financial point of view, to
holders of UCU Common  Stock. UCU's legal advisors  noted that the structure  of
the  merger  had  been  modified  to  provide  for  the  merger  of  UCU  with a
wholly-owned subsidiary of KCPL following  which UCU stockholders would  receive
one  share of KCPL Common Stock for  each share of UCU Common Stock. Thereafter,
UCU would be merged into KCPL and the surviving corporation would be a  Missouri
corporation  to be renamed. It was noted  by the legal advisors that the revised
structure would require only  a majority vote of  KCPL's shareholders voting  at
the meeting, rather than two-thirds vote of the outstanding shares, and that the
vote required by UCU would remain the same. The legal advisors further discussed
with  the UCU Board  the differences between  Missouri and Delaware  law and the
articles of incorporation  and bylaws proposed  for Maxim as  compared to  those
contemplated  for  the surviving  corporation  pursuant to  the  Original Merger
Agreement. The UCU Board also discussed the fact that the change in the Original
UCU Exchange  Ratio  was conditioned  upon  a change  in  the structure  of  the
transaction to the form set forth in the Merger Agreement. After considering and
discussing the various presentations at such meeting, the UCU Board approved the
Merger  Agreement,  the UCU  Merger and  the transactions  contemplated thereby,
authorized the execution and  delivery of the Merger  Agreement and granted  the
Chairman  and  Chief  Executive  Officer  of UCU  the  authority  to  direct the
Secretary of UCU to remove from the agenda of the UCU annual meeting to be  held
on  May 22, 1996 the proposal to approve the Original Merger Agreement. See "THE
MERGERS -- Opinion of UCU's Financial Advisor" for a discussion of parts of  the
presentation made by DLJ to the UCU Board at such meeting.
 
    On  May 20,  1996, the  KCPL Board  met to  consider and  approve the Merger
Agreement. At such  meeting, KCPL's  senior management and  financial and  legal
advisors discussed the material aspects

 
                                       40


of the Mergers. Also at such meeting, Merrill Lynch representatives reviewed for
the  KCPL Board various  financial and other information  and delivered its oral
opinion to the KCPL Board, which opinion was subsequently confirmed in a written
opinion dated as  of May  20, 1996, that,  as of  such date and  based upon  the
assumptions  made, matters considered and limits of  review as set forth in such
opinion, the Exchange Ratio was fair to the holders of KCPL Common Stock  (other
than  UCU  and its  affiliates) from  a  financial point  of view.  Skadden Arps
attorneys summarized  and discussed  (i) the  revised deal  structure, (ii)  the
reduction  in  the  percentage  of KCPL  shareholders  required  to  approve the
transaction from two-thirds of the outstanding shares to a majority of a quorum,
(iii) the tax-free structure of the transaction, (iv) the removal of dissenters'
right of appraisal and (v) the fact that Maxim would be a Missouri  corporation.
See  "THE MERGERS --  Opinion of KCPL's  Financial Advisor" for  a discussion of
parts of  the presentation  made by  Merrill Lynch  to the  KCPL Board  at  such
meeting.  After  considering and  discussing the  various presentations  at such
meeting  and  at  prior  meetings  as  well  as  the  recommendation  of  KCPL's
management,  the KCPL Board  approved the Merger  Agreement and the transactions
contemplated thereby and  directed that  the proposals to  approve the  Original
Merger Agreement and related transactions be removed from the agenda of the KCPL
annual meeting of shareholders to be held on May 22, 1996.
 
    The  Merger Agreement and certain related documents were executed on May 20,
1996 following such approval by the KCPL  Board and the UCU Board, and KCPL  and
UCU issued the following joint press release:

                         KCPL AND UTILICORP AMEND TERMS
                              OF MERGER AGREEMENT
                    MAY 22 VOTE ON PREVIOUS ACCORD CANCELLED
 
        KANSAS CITY, Missouri, May 20, 1996 -- Kansas City Power & Light Company
    (NYSE:  KLT) and UtiliCorp United Inc. (NYSE: UCU) announced today that they
    have entered into  an Amended  and Restated  Agreement and  Plan of  Merger.
    Under  the  revised terms  of the  merger,  a new  KCPL subsidiary  would be
    created, and it  would be  merged into  UtiliCorp. UtiliCorp  would then  be
    merged  with KCPL  to form the  combined company.  Shareholders of UtiliCorp
    would receive one share in the merged company for each UtiliCorp share held.
    KCPL shareholders would continue to  hold their existing KCPL shares.  Other
    substantive  terms  of the  merger will  remain  the same.  Previously, KCPL
    holders would have received  one share of  stock in a  new company for  each
    share  held, while UtiliCorp  shareholders would have  received 1.096 shares
    for each share held.
 
        The transaction is  anticipated to  be tax-free for  both UtiliCorp  and
    KCPL  shareholders and will be accounted for  as a pooling of interests. The
    revised merger agreement was unanimously approved by the boards of directors
    of both companies.
 
        The merger of equals will create a diversified energy company with total
    assets of  approximately $6.4  billion and  about 2.2  million customers  in
    domestic and international markets.
 
        The  boards of KCPL and UtiliCorp  recommend that the initial annualized
    dividend rate upon completion of the merger be set at $1.85 per share.  This
    compares  to  UtiliCorp's current  dividend of  $1.76  per share  and KCPL's
    current divided of $1.56 per share.  Each company will continue its  current
    dividend policy until completion of the merger.
 
        Drue Jennings, Chairman and Chief Executive Officer of KCPL, said, "This
    revised  agreement preserves the significant  benefits of the KCPL/UtiliCorp
    strategic  merger   for  shareholders   of  both   companies  and   provides
    shareholders  with even greater value. The  merger combines the strengths of
    both companies  to form  a  diversified growth  company, fully  prepared  to
    compete  effectively in  the deregulated utility  industry. The  merger is a
    friendly combination  designed  to  distribute  benefits  equitably  between
    shareholders  and customers. We  are confident it  will receive all required
    regulatory approvals."
 
        "As we have  stated since our  first announcement, we  believe that  our
    merger will create a truly unique company with a winning growth strategy for
    the  future,"  said  Richard C.  Green,  Jr., Chairman  and  Chief Executive
    Officer  of   UtiliCorp  United.   "Both  KCPL   and  UtiliCorp   want   the

 
                                       41


    opportunity to make that happen. Business is about choices. And, in order to
    facilitate  this merger, we have chosen  another tack to ensure the delivery
    of benefits and value to our key constituents."
 
        Upon completion of the transaction, the board of KCPL will consist of 18
    members: nine from KCPL and nine from UtiliCorp.
 
        KCPL and UtiliCorp shareholders will vote on the proposed transaction at
    separate special  meetings expected  to  be held  this summer.  The  Amended
    Merger Agreement requires an affirmative vote by owners of a majority of the
    outstanding  shares of UtiliCorp. The Agreement also calls for KCPL to issue
    new shares to complete the merger  which will require, under New York  Stock
    Exchange  rules, approval by owners of a  majority of the KCPL shares voting
    at a duly called meeting.
 
        The companies do not expect any interruption in the previously disclosed
    regulatory-approval process. The two  companies plan in  the near future  to
    file  revised proxy soliciting materials pertaining to the amended agreement
    with the Securities and Exchange Commission.
 
        As a  result  of  the  revised merger,  both  KCPL  and  UtiliCorp  have
    cancelled  the shareholder votes on the  original merger proposal which were
    scheduled to be held at each company's annual meeting on May 22, 1996.  Both
    annual meetings will still be held on May 22, 1996 in Kansas City to conduct
    all non-merger-related business on the agendas.
 
                                    *  *  *
 
    Also  on May 20,  1996, KCPL commenced  litigation against Western Resources
and others seeking certain declaratory  judgments in connection with the  Merger
Agreement   and  the   transactions  contemplated   thereby.  See   "--  Certain
Litigation."
 
    KCPL's and UCU's directors  were elected, and  the other matters  considered
were  approved, by  each company's  respective stockholders  at their respective
annual meetings on May 22, 1996.
 
    On June 17, 1996, Western Resources commenced a solicitation of proxies from
KCPL shareholders in opposition to the Share Issuance and announced that it  was
increasing  the  price in  its offer  to merge  with KCPL  to $31.00  of Western
Resources Common  Stock  for each  share  of KCPL  Common  Stock, subject  to  a
"collar"  pursuant to which each  share of KCPL Common  Stock would be exchanged
for no more than 1.1 and no  less than 0.933 shares of Western Resources  Common
Stock (the "June 17 Announcement").
 
    Also  on June 17,  1996, KCPL issued  a press release  stating that the KCPL
Board  will  review  Western  Resources'  proposal  in  due  course  and  advise
shareholders of developments as they occur.
 
    On  June  19, 1996,  Western  Resources amended  the  terms of  the Proposed
Western Resources  Offer to  reflect the  increase in  price and  change in  the
"collar" announced in the June 17 Announcement.

    Subsequent  to June 17, KCPL management  contacted individual members of the
KCPL Board to review and discuss the June 17 Announcement. A meeting of the KCPL
Board was held  on June  24, 1996 to  consider Western  Resources' proposal  set
forth  in  the  June 17  Announcement.  Members  of KCPL  management  provided a
background update  for  the KCPL  Board,  including a  summary  of the  June  17
Announcement, the terms of which had been discussed with the KCPL Board prior to
the  meeting.  Representatives  from Skadden  Arps  advised the  KCPL  Board and
answered questions with respect to certain legal matters in connection with  its
consideration   of  Western  Resources'  proposal   contained  in  the  June  17
Announcement. It  was  noted  that the  bases  upon  which the  KCPL  Board  had
previously  determined to proceed with the transaction  with UCU in light of the
Proposed Western Resources Offer had not changed and remained applicable to  the
Western  Resources  proposal set  forth  in the  June  17 Announcement.  In this
connection, KCPL management reviewed  and discussed the text  of a letter to  be
sent  to Mr. Hayes which would set forth  many of the bases for the KCPL Board's
conclusions regarding  Western Resources'  proposal  set forth  in the  June  17
Announcement  and which had served  as the basis for  prior KCPL Board decisions
regarding the Proposed Western Resources Offer and the Mergers. A prior draft of
such   letter   had    been   previously    supplied   to    members   of    the

 
                                       42


KCPL  Board for their  review. After discussion, the  KCPL Board determined that
further exploration of the proposal of  Western Resources contained in the  June
17  Announcement was not  in the best  interests of KCPL,  its shareholders, its
employees and its  customers and  unanimously rejected such  proposal. The  KCPL
Board  also reaffirmed its approval of the Mergers and the Merger Agreement. See
"-- Background of the Mergers"  and "--Reasons for the Mergers;  Recommendations
of  the Board of Directors -- KCPL" for  a detailed summary of the bases for all
conclusions reached  by  the  KCPL  Board with  respect  to  Western  Resources'
proposal contained in the June 17 Announcement.

    Subsequent  to  the  KCPL  Board's  decision  to  reject  Western Resources'
proposal as set  forth in the  June 17 Announcement,  representatives of  KCPL's
proxy solicitor and Merrill Lynch joined the meeting of the KCPL Board. The KCPL
Board  discussed with KCPL management, Merrill  Lynch and KCPL's proxy solicitor
the conduct  of the  proxy  solicitation on  a  going forward  basis,  including
potential  market reaction to Western Resources'  proposal set forth in the June
17 Announcement. KCPL's chief  legal officer updated the  KCPL Board on  pending
litigation  with Western Resources. At the KCPL Board meeting, Merrill Lynch was
not asked by the KCPL Board to consider Western Resources' proposal as set forth
in the June 17 Announcement due to the contingencies and uncertainties which the
KCPL Board believes are associated with such proposal, the speculative nature of
certain assumptions  made by  Western  Resources in  such proposal  relating  to
Western  Resources' ability  to achieve  and retain  certain estimated aggregate
cost savings, the likelihood of substantially greater rate reductions  affecting
Western  Resources in  a pending rate  proceeding than those  assumed by Western
Resources and the belief held by the KCPL Board that Western Resources' proposal
is not consistent  with the strategic  objectives of KCPL.  See "THE MERGERS  --
Reasons for the Mergers; Recommendations of the Board of Directors -- KCPL."

    On  June 24, 1996, Mr. Jennings delivered  to Mr. Hayes the following letter
which contains certain statements of opinion and belief:

 

                                                                   June 24, 1996

 

      Mr. John E. Hayes, Jr.
       Chairman of the Board and
        Chief Executive Officer
       Western Resources, Inc.
       818 Kansas Avenue
       Topeka, Kansas 66612

 

       Dear John:

           The Board of  Directors (the "Board")  of Kansas City  Power &  Light
       Company ("KCPL") has carefully considered the revised proposal of Western
       Resources, Inc. ("Western") as set forth in your letter of June 17, 1996,
       and  has unanimously  voted to  reject Western's  unsolicited proposal to
       acquire KCPL. We  continue to  believe strongly  that Western  is not  an
       appropriate  strategic partner  for KCPL  and that  Western's unsolicited
       proposal is not in the best interests  of our shareholders, nor is it  in
       the  best interests of our  customers, employees and other constituencies
       served  by  KCPL,  and  we  reaffirm  our  commitment  to  our   business
       combination with UtiliCorp United Inc. ("UtiliCorp").

           I  also want you to  understand clearly that our  Board has not been,
       and will  not  be,  influenced  by your  unsubtle  efforts  at  corporate
       intimidation.  KCPL shareholders will vote on the issuance of KCPL shares
       required to accomplish the UtiliCorp merger, and the vote will be decided
       by a majority of all shares present and entitled to vote at the  meeting.
       This  is democracy in its purest form.  We are fully aware that you would
       prefer that the UtiliCorp merger be subject to a two-thirds supermajority
       voting requirement, where a minority of shares could thwart the wishes of
       a substantial majority.  We also  fully recognize that  your position  is
       designed  to further the interests of your own shareholders -- not KCPL's
       --and any protestations to the contrary will fool no one.

 
                                       43


           The following are some of the more significant factors considered  by
       the  Board in rejecting Western's revised proposal (including some points
       which I discussed with you as early as March 1995).

       -WESTERN FACES SIGNIFICANT RATE REDUCTIONS.

           In connection with Western's acquisition  of Kansas Gas and  Electric
       Company  ("KGE") in 1991,  the Kansas Corporation  Commission (the "KCC")
       ordered that all merger savings (over and above an acquisition adjustment
       that is inapplicable  here) should be  shared equally between  ratepayers
       and shareholders. But, as you well know, Western has not yet adjusted its
       rate  levels to  reflect the  savings achieved  in the  KGE merger.  As a
       result, Western  is currently  embroiled  in rate  reduction  proceedings
       before the KCC.

           We believe that the KCC will impose rate reductions on Western far in
       excess  of the $8.7  million per year  over seven years  that Western has
       proposed. Western has implicitly  admitted that it  can afford to  reduce
       its earnings by at least an additional $50 million per year by requesting
       the  KCC's permission to accelerate depreciation  on the Wolf Creek plant
       by that annual amount.  Indeed, the staff of  the KCC has recommended  an
       immediate  rate reduction of  $105 million. We believe  that the KCC will
       address Western's overearnings  by ordering  significant rate  reductions
       and will not permit Western to keep such overearnings.

       -RATE REDUCTIONS IMPERIL WESTERN'S ABILITY TO DELIVER PROMISED DIVIDENDS.

           The  implementation of the KCC  staff's recommended $105 million rate
       reduction would have a significant negative impact on Western's cash flow
       and earnings. If  the $105  million rate reduction  is implemented,  then
       virtually  all of Western's  projected earnings for  1998 (as reported in
       the Western materials distributed  to analysts on June  17, 1996, but  as
       adjusted  for the  rate decrease  recommended by  the KCC  staff) will be
       required to pay the dividends promised to KCPL shareholders. Even if  the
       KCC   orders  a  rate   decrease  of  only   $80  million,  approximately
       three-fourths of  the  staff's  recommendation,  over  90%  of  Western's
       projected  earnings  for  1998 could  be  required to  make  the promised
       dividend payments. In light  of these facts, the  Board does not  believe
       that Western's dividend promises are credible.

       -WESTERN'S  RATE DISPARITY BETWEEN KGE AND KPL ELECTRIC CUSTOMERS AMOUNTS
        TO AT LEAST $171.3 MILLION ANNUALLY.

           There is  a significant  disparity among  the rates  charged to  your
       customers.  The rates charged to KGE  customers were to have been reduced
       in connection with your acquisition of KGE. However, testimony before the
       KCC indicates that if the rates charged to KGE customers were reduced  to
       equal  the rates  charged to KPL  customers, Western would  suffer a $171
       million revenue reduction. Thus, even  if the KCC follows the  suggestion
       of its staff and the entire $105 million annual rate reduction is applied
       to   KGE  customers,  Western  would  still  face  a  rate  disparity  of
       approximately  $65  million  per  year.  Given  these  facts,  the  Board
       questions Western's commitment to sharing prospective merger savings with
       KCPL customers. In addition, the Board believes that Western will have to
       address  the rate disparity by lowering  rates for its KGE customers, and
       the Board does not  believe that revenues from  KCPL customers should  be
       used to subsidize a rate reduction for KGE customers.

       -RECENTLY,  WESTERN  BEGAN THE  40-YEAR  AMORTIZATION OF  THE ACQUISITION
        PREMIUM FOR KGE OF APPROXIMATELY $20 MILLION ANNUALLY.

           As a result of  the KGE acquisition, Western  must amortize the  $801
       million  acquisition premium at the rate of approximately $20 million per
       year over  a period  of forty  years, only  a portion  of which  will  be
       recovered  in rates. This significant, ongoing  and long-term burden is a
       liability  that  the  Board  does  not  believe  KCPL  shareholders   and
       ratepayers should be forced to share.

 
                                       44


       -A COMBINATION OF KCPL AND WESTERN WOULD CONCENTRATE RISK.

           A  combined  KCPL/Western  entity would  own  94% of  the  Wolf Creek
       nuclear plant, concentrating a significant amount of capital and risk  in
       a  single asset. The Board believes that  it would be preferable to avoid
       additional  concentration  of  risk  in   Wolf  Creek.  In  contrast,   a
       KCPL/UtiliCorp entity would own only 47% of Wolf Creek.

       -A  COMBINED KCPL/UTILICORP ENTITY WOULD  BE BETTER POSITIONED TO COMPETE
        IN A DEREGULATED MARKET.

           A merger with UtiliCorp provides KCPL  with access to new markets  in
       several  states  and  foreign  countries,  diversifies  KCPL's  risks  by
       providing entry into nonregulated energy related businesses, and provides
       KCPL with  the competitive  advantages  of UtiliCorp's  successful  brand
       name,  EnergyOne. A merger  with Western would provide  KCPL with none of
       these immediate  advantages. UtiliCorp  is  much better  positioned  than
       Western to compete in a deregulated utility market.

       -WESTERN'S  SYNERGIES  CLAIMS ARE  UNREALISTIC  AND WESTERN  WILL  NOT BE
        ALLOWED TO RETAIN 70% OF THE SAVINGS RESULTING FROM A MERGER WITH KCPL.

           The  Board  believes,  based  on  a  review  of  Western's  synergies
       analysis,  that  Western has  significantly  overestimated the  amount of
       savings that would result  from a KCPL/Western combination.  Furthermore,
       Western's assumption in its KCC filings that it will be allowed to retain
       70% of the savings resulting from a merger with KCPL is inconsistent with
       applicable precedent. The KCC, in its order authorizing the merger of KGE
       and  Western's predecessor, Kansas  Power and Light  Co., required merger
       savings (over and  above an acquisition  adjustment that is  inapplicable
       here)  to  be  shared  equally  between  shareholders  and  customers. In
       addition, the staff  of the  Missouri Public Service  Commission, in  the
       pending  Union Electric/ CIPSCO merger,  is recommending an equal sharing
       of merger  savings  between  shareholders and  customers.  As  you  know,
       Western  will need the approval of  both of these regulatory agencies for
       any  merger  with  KCPL.  In  light  of  these  precedents,  it   appears
       unrealistic  to assume that  Western will be  able to keep  70% of merger
       savings.

           As a result of the Board's  conclusion that Western will not  realize
       its  forecasted amount  of savings, and  the Board's  belief that Western
       will not be able  to retain its expected  portion of whatever savings  it
       does  realize,  the  Board  does  not  believe  that  Western's financial
       forecasts are credible.

       -WESTERN'S "NO LAYOFFS" PROMISE IS NOT CREDIBLE.

           Western has stated that  no layoffs would  result from its  proposal.
       However,  the synergy analysis filed by  Western with the KCC stated that
       531 employee positions would be eliminated and assumed that all resulting
       savings would be  available by  January 1,  1998. In  light of  Western's
       admission  in its proxy materials that a hostile transaction could not be
       completed until the end of 1997, the Board does not believe that  Western
       could achieve those 531 "reductions" without laying off KCPL employees.

                                        *  *  *

           The  proposed Western  transaction would require  our shareholders to
       exchange their KCPL stock, not for cash, but for Western stock. The value
       of such Western shares is therefore  very much at issue. For the  reasons
       stated  in this  letter, among others,  we have  significant doubts about
       Western's business prospects and believe that Western's earnings will not
       be sufficient  to sustain,  let alone  grow, dividends.  Accordingly,  we
       firmly  believe  that the  proposed  Western transaction,  in  which KCPL
       shareholders would receive shares  of Western stock, is  not in the  best
       interests  of  our  shareholders  and we  reject  it.  Moreover,  we have
       concluded in  view of  the  factors enumerated  in  this letter  and  our
       conclusions  regarding the Western proposal and  the value of the Western
       shares, that it would serve no purpose to meet with you.

 
                                       45


           You have made many  promises that we do  not believe Western will  be
       able  to  keep.  Your  dividend promises  are  contingent  on unrealistic
       earnings forecasts that are undermined by inflated merger savings and the
       likelihood that  the  KCC  will impose  significant  rate  reductions  on
       Western. Your rate reduction promises ring hollow, because your customers
       are still waiting for tens of millions of dollars of rate reductions that
       should  have resulted from  the acquisition of KGE.  Your promise that no
       employees will be laid off  is in conflict with  your KCC filings. We  do
       not  intend  to  risk  the  future  of  our  company  and  its customers,
       employees, shareholders and other constituencies on your hollow promises.

           Western  faces  serious  problems  relating  to  the  impending  rate
       reduction  and rate disparity issues discussed above. These problems need
       to be resolved by  Western's management and Board  of Directors, and  the
       consequences  of your actions should be  borne by your customers and your
       shareholders alone.  Our  Board will  not  permit Western  to  solve  its
       internal business problems by merging with KCPL.


                                          Sincerely,
                                          /s/ A. Drue Jennings
                                          A. Drue Jennings


                                       46



                  SUMMARY OF JOINT PROXY STATEMENT/PROSPECTUS

    THE  FOLLOWING IS A SUMMARY OF CERTAIN IMPORTANT TERMS AND CONDITIONS OF THE
MERGERS AND RELATED INFORMATION.  THIS SUMMARY DOES NOT  PURPORT TO BE  COMPLETE
AND  IS QUALIFIED IN ITS ENTIRETY BY  REFERENCE TO THE MORE DETAILED INFORMATION
APPEARING  IN  THIS  JOINT  PROXY  STATEMENT/PROSPECTUS,  THE  ANNEXES  AND  THE
DOCUMENTS  INCORPORATED HEREIN BY REFERENCE. STOCKHOLDERS ARE URGED TO READ THIS
JOINT PROXY STATEMENT/PROSPECTUS AND THE ANNEXES IN THEIR ENTIRETY.

THE PARTIES

    KCPL.  KCPL is a  low-cost electric power producer providing  energy-related
products  and  services to  customers in  its  service territory  and worldwide.
Headquartered in Kansas City, Missouri, KCPL serves the electric power needs  of
over 430,000 customers in and around the metropolitan Kansas City area. Included
in a diverse customer base are about 379,000 residences, 50,000 commercial firms
and  3,000 industrial  firms, municipalities  and other  electric utilities. Low
fuel costs and  superior plant performance  enable KCPL to  serve its  customers
well while maintaining a leadership position in the bulk power market. KLT Inc.,
a  wholly-owned unregulated subsidiary of KCPL ("KLT"), pursues opportunities in
primarily energy-related  ventures  throughout  the  nation  and  world.  KCPL's
commitment  to KLT and its holdings  reflect KCPL's plans to enhance shareholder
value by  capturing growth  opportunities in  energy-related and  other  markets
outside  KCPL's regulated core utility business. The principal executive offices
of KCPL are located at 1201 Walnut, Kansas City, Missouri 64106-2124 and  KCPL's
telephone  number is (816)  556-2200. See "SELECTED  INFORMATION CONCERNING KCPL
AND UCU -- Business of KCPL."

    Upon consummation of the Mergers, KCPL will be renamed Maxim Energies,  Inc.
See "MAXIM FOLLOWING THE MERGERS."

    UCU.   UCU is an  energy company which consists  of electric and natural gas
utility  operations,  natural  gas  gathering,  marketing  and  processing   and
independent  power projects managed  through four business  groups. UCU operates
electric and  gas  utilities in  eight  states  and one  Canadian  province.  In
addition,  UCU  has  ownership interests  in  17 independent  power  projects in
various locations in the United States and Jamaica. UCU also markets natural gas
in the United Kingdom  through several joint ventures,  and owns an interest  in
and  operates energy joint  venture interests in New  Zealand and Australia. UCU
serves approximately  434,000  electric customers  in  four states  and  British
Columbia and approximately 800,000 gas customers in eight states. The Australian
joint  venture serves  approximately 520,000  electric customers.  The principal
executive offices of  UCU are  located at 911  Main Street,  Suite 3000,  Kansas
City, Missouri 64105 and UCU's telephone number is (816) 421-6600. See "SELECTED
INFORMATION CONCERNING KCPL AND UCU -- Business of UCU."

THE KCPL MEETING

    PURPOSE.    At the  KCPL  Meeting, the  holders  of KCPL  Common  Stock will
consider and vote upon (i) a proposal to approve the Share Issuance pursuant  to
which  up to a maximum of 54,000,000 shares  of KCPL Common Stock (such stock on
or after the Mergers is referred to herein as Maxim Common Stock) will be issued
in the UCU Merger, (ii) a proposal to approve the Maxim Stock Incentive Plan and
(iii) a  proposal  to  approve  the  Maxim MIC  Plan.  Pursuant  to  the  Merger
Agreement,  the  consummation of  the Mergers  is  conditioned upon  approval of
proposal (i) above, but is not conditioned upon approval by the shareholders  of
KCPL  of any other  of the above  proposals. If approved  by the shareholders of
KCPL, each  of the  Maxim Plans  will be  implemented only  if the  transactions
contemplated by the Merger Agreement are consummated.

    Under  the  MGBCL, no  separate  vote of  KCPL  shareholders is  required to
approve the Mergers. However, as it is a condition to the closing of the Mergers
that KCPL  shareholders approve  of the  Share Issuance,  a vote  for the  Share
Issuance is, in essence, a vote for the Mergers.

                                       12

    THE  KCPL BOARD, BY A UNANIMOUS VOTE, HAS APPROVED THE MERGER AGREEMENT, THE
MERGERS AND THE TRANSACTIONS CONTEMPLATED THEREBY, AUTHORIZED THE EXECUTION  AND
DELIVERY OF THE MERGER AGREEMENT, AND RECOMMENDS THAT KCPL SHAREHOLDERS VOTE FOR
APPROVAL  OF THE SHARE ISSUANCE, FOR APPROVAL  OF THE MAXIM STOCK INCENTIVE PLAN
AND FOR APPROVAL OF THE MAXIM MIC PLAN.

    See "MEETINGS, VOTING AND PROXIES -- The KCPL Meeting."


    DATE, PLACE AND TIME; RECORD DATE.  The KCPL Meeting is scheduled to be held
at the Hyatt Regency Crown Center  Hotel, 2345 McGee, Kansas City, Missouri,  on
Wednesday,  August 7,  1996, commencing  at 10:00  a.m., local  time. Holders of
record of shares of KCPL Common Stock at the close of business on June 26,  1996
(the  "KCPL Record  Date") will be  entitled to notice  and to vote  at the KCPL
Meeting. At the close of business on the KCPL Record Date, 61,902,083 shares  of
KCPL Common Stock were issued and outstanding and entitled to vote.


    VOTING RIGHTS; QUORUM; REQUIRED VOTE.  Each outstanding share of KCPL Common
Stock  is entitled to one vote upon each matter presented at the KCPL Meeting. A
majority of the voting power of  the shares issued, outstanding and entitled  to
vote,  present  in  person  or  by proxy,  shall  constitute  a  quorum  for the
transaction of business at the KCPL Meeting.


    Under the  rules of  the NYSE,  the affirmative  vote of  the holders  of  a
majority  of the shares of KCPL Common  Stock voting on the Share Issuance where
the total number  of votes cast  represents over 50  percent of all  outstanding
shares  of KCPL Common Stock outstanding on  the KCPL Record Date is required to
approve the Share Issuance. Abstentions will have the same effect as votes  cast
against  the Share Issuance,  but broker non-votes, if  any, will be disregarded
and will have no effect on the vote on the Share Issuance. The affirmative  vote
of a majority of the shares of KCPL Common Stock present and entitled to vote is
required to approve the Maxim Stock Incentive Plan and the Maxim MIC Plan.



    As  of the KCPL Record  Date, the directors and  executive officers of KCPL,
together with their affiliates as a group, beneficially own less than 1% of  the
issued and outstanding shares of KCPL Common Stock.


    Direct  KCPL shareholder approval of the Mergers is not required under state
law for the  following reasons. The  UCU Merger is  between Sub, a  wholly-owned
subsidiary  of KCPL, and  UCU, both Delaware corporations.  Under Section 251 of
the DGCL, only stockholders of the corporations which are parties to the  merger
are  required to vote. Because KCPL is not a party to the UCU Merger, no vote of
KCPL's shareholders is  required under  Delaware law. Further,  no provision  of
Missouri law requires that KCPL shareholders vote to approve the UCU Merger. The
Consolidating  Merger  contemplated by  the Merger  Agreement is  a "short-form"
merger between KCPL and  UCU which will be  KCPL's wholly-owned subsidiary as  a
result  of the UCU  Merger. Missouri law  permits a corporation  owning at least
ninety percent of  the outstanding stock  of another corporation  to complete  a
merger  of such corporations without any  shareholder vote. In currently pending
litigation, Western Resources, Robert L. Rives and an intervening shareholder of
KCPL contend that the  Merger Agreement requires approval  of two-thirds of  all
outstanding KCPL shares.

    See  "MEETINGS, VOTING AND PROXIES -- The  KCPL Meeting" and "THE MERGERS --
Certain Litigations."

THE UCU MEETING

    PURPOSE.  At the UCU Meeting, the holders of UCU Common Stock will be  asked
to consider and vote upon a proposal to approve the Merger Agreement and the UCU
Merger.

    THE  UCU BOARD, BY A  UNANIMOUS VOTE, HAS APPROVED  THE MERGER AGREEMENT AND
THE UCU MERGER, AUTHORIZED THE EXECUTION  AND DELIVERY OF THE MERGER  AGREEMENT,
AND  RECOMMENDS THAT UCU STOCKHOLDERS VOTE  FOR APPROVAL OF THE MERGER AGREEMENT
AND THE UCU MERGER.

    See "MEETINGS, VOTING AND PROXIES -- The UCU Meeting."

                                       13


    DATE, PLACE AND TIME; RECORD DATE.  The UCU Meeting is scheduled to be  held
at  the  Conference Center  at the  Kansas City  Convention Center,  14th Street
between Wyandotte and Central, Kansas City, Missouri 64105, on Wednesday, August
14, 1996, commencing at 2:00  p.m., local time. Holders  of record of shares  of
UCU  Common Stock  at the close  of business on  June 26, 1996  (the "UCU Record
Date") will be entitled to notice and to  vote at the UCU Meeting. At the  close
of  business  on the  UCU Record  Date, approximately  46,776,000 shares  of UCU
Common Stock were issued and outstanding and entitled to vote.


    VOTING RIGHTS; QUORUM; REQUIRED VOTE.  Each outstanding share of UCU  Common
Stock  is entitled to one  vote upon the Merger Agreement  and the UCU Merger. A
majority of the voting power of  the shares issued and outstanding and  entitled
to  vote,  present in  person or  by proxy,  shall constitute  a quorum  for the
transaction of business at the UCU Meeting.

    As provided under  the DGCL,  the Certificate  of Incorporation  of UCU,  as
amended  (the  "UCU Charter")  and the  bylaws  of UCU  (the "UCU  Bylaws"), the
affirmative vote of a majority of the outstanding shares of the UCU Common Stock
entitled to vote at the UCU Meeting  is required for the approval of the  Merger
Agreement  and the  UCU Merger. Abstentions  and broker non-votes  will have the
same effect as votes cast against approval  of the Merger Agreement and the  UCU
Merger.


    As  of the  UCU Record  Date, the directors  and executive  officers of UCU,
together with their affiliates as a  group, beneficially own 2.2% of the  issued
and outstanding shares of UCU Common Stock entitled to vote at the UCU Meeting.


    See "MEETINGS, VOTING AND PROXIES -- The UCU Meeting."

THE MERGERS

    The  Mergers will be consummated on the  terms and subject to the conditions
set forth in  the Merger  Agreement, as  a result  of which  (i) as  of the  UCU
Effective  Time, Sub will be merged with and into UCU, with UCU surviving in the
UCU Merger  and (ii)  immediately  thereafter at  the  Effective Time,  the  UCU
Surviving  Corporation will  be merged with  and into KCPL,  with KCPL surviving
(and renamed as Maxim) in the Consolidating  Merger. In addition, as of the  UCU
Effective Time, (i) each issued and outstanding share of UCU Common Stock (other
than  shares of UCU Common Stock owned by KCPL or UCU either directly or through
a wholly-owned Subsidiary (as defined herein)) will be converted into and become
one fully  paid and  nonassessable share  of Maxim  Common Stock  and (ii)  each
issued  and outstanding share of common stock, $1.00 par value per share, of Sub
("Sub Common  Stock") will  be converted  into  and become  one fully  paid  and
nonassessable  share of  common stock,  $0.01 par  value per  share, of  the UCU
Surviving Corporation. Each issued  and outstanding share  of KCPL Common  Stock
held  by KCPL shareholders will remain outstanding after the Mergers, unchanged,
as one share of Maxim Common Stock. Based on the number of shares of KCPL Common
Stock and UCU Common Stock outstanding as  of the date of the Merger  Agreement,
the  holders of KCPL Common Stock and the  holders of UCU Common Stock will hold
in the aggregate approximately 57% and 43%, respectively, of the total number of
shares of Maxim Common Stock outstanding immediately after the Effective Time.

    KCPL has agreed under the Merger Agreement to call for redemption before the
UCU Effective Time all  of the outstanding  shares of each  series and class  of
KCPL Preferred Stock at the applicable redemption prices therefor, together with
all  dividends accrued and  unpaid through the  applicable redemption dates. UCU
has agreed  under  the  Merger Agreement  to  call  for redemption  all  of  the
outstanding  shares of UCU Preferred Stock, which is the only outstanding series
or class of preferred stock of  UCU, on March 3, 1997  or on such later date  as
KCPL  and UCU shall mutually agree. The redemption price therefor will be $25.00
per share of UCU Preferred Stock  plus all accrued and unpaid dividends  through
the  redemption date. It is  a condition to the closing  of the Mergers that the
UCU Preferred  Stock  and  KCPL  Preferred Stock  be  redeemed  before  the  UCU
Effective Time.

    See "THE MERGER AGREEMENT -- The Mergers."

                                       14

CERTAIN LITIGATION

    The  litigation  summarized  below  concerns  the  legality  of  the  Merger
Agreement and its adoption, and particularly relate to the requirement that  the
Mergers  in effect be approved by a vote  of a majority of shares of KCPL Common
Stock voting  (provided a  quorum  is present)  rather  than two-thirds  of  all
outstanding shares of KCPL Common Stock.

    On  May 20,  1996, KCPL commenced  litigation captioned KANSAS  CITY POWER &
LIGHT CO. V.  WESTERN RESOURCES,  INC, ET AL.,  C.A. No.  96-0552-CV-W-5 in  the
United  States  District Court  for the  Western  District of  Missouri, Western
Division, against Western  Resources, Inc. ("Western  Resources") and Robert  L.
Rives,  a KCPL shareholder.  The purpose for which  the litigation was commenced
was to obtain, prior to consummation of the Mergers, declaratory judgments  that
the  Merger Agreement  is legally  valid and its  adoption did  not constitute a
breach of duty by KCPL's directors. On May 24, 1996, a shareholder of KCPL filed
a motion to intervene in the action as a representative of a class consisting of
similarly situated KCPL shareholders. This  shareholder also requested leave  to
file  an answer to the complaint, in which he would assert counterclaims against
KCPL and each of its directors, who would be joined as counterclaim  defendants.
The  proposed counterclaims  would allege that  KCPL and  its directors breached
fiduciary duties  of  care, loyalty  and  disclosure in  responding  to  Western
Resources'  acquisition  overtures,  including  their  adoption  of  the  Merger
Agreement; that their actions in adopting the Merger Agreement were illegal  and
ULTRA  VIRES; that the adoption of  the Merger Agreement illegally deprived KCPL
shareholders of voting  and appraisal rights  under Missouri law;  and that  the
adoption  of the  Merger Agreement  was a  disproportionate response  to Western
Resources' acquisition offer.  On June  7, 1996,  this motion  to intervene  was
granted.  KCPL believes  that the  counterclaims of  the intervenor  are without
merit and will vigorously defend.

    Also on  June  7, 1996,  Western  Resources and  Rives  filed  counterclaims
contending, INTER ALIA, that the Merger Agreement is illegal because it does not
require  approval of  two-thirds of all  outstanding KCPL shares  and because it
does not provide KCPL shareholders with dissenters' rights. KCPL believes  these
counterclaims  to be  without merit  and will  vigorously defend.  The court has
scheduled a hearing  on these issues  for July 25,  1995. If Western  Resources,
Rives,  and the  intervenor prevail on  these issues, the  Merger Agreement will
require approval of two-thirds  of all outstanding  KCPL shares and  dissenters'
rights  will  be available  to KCPL  shareholders. See  "THE MERGERS  -- Certain
Litigation."

    An outcome favorable  to KCPL  in the above  described litigation  is not  a
condition  to the consummation of the Mergers. However, it is a condition to the
consummation of the Mergers that  no temporary restraining order or  preliminary
or  permanent injunction or other order by any federal or state court preventing
consummation of the Mergers shall have  been issued and be continuing in  effect
immediately before the Effective Time. An adverse outcome to the above described
litigation  which  results  in any  such  order  or injunction  may  prevent the
consummation of the Mergers.

CONDITIONS TO THE MERGERS

    The respective obligations  of KCPL and  UCU to consummate  the Mergers  are
subject to the satisfaction of certain conditions, including the approval of the
Share Issuance by the shareholders of KCPL and the approval of the UCU Merger by
the  stockholders  of  UCU; the  absence  of  any injunction  that  prevents the
consummation of the  Mergers; the effectiveness  of the Registration  Statement;
the  listing on the NYSE of the shares of Maxim Common Stock to be issued in the
UCU  Merger;  the   receipt  of   all  material   governmental  approvals;   the
qualification  of the Mergers as a pooling of interests for accounting purposes;
obtaining necessary permits; the performance by the other party in all  material
respects,  or  waiver, of  all obligations  required to  be performed  under the
Merger Agreement;  the accuracy  of the  representations and  warranties of  the
other party set forth in the Merger Agreement as of the Closing Date (as defined
herein)  (except for inaccuracies which would not reasonably be likely to result
in a material adverse effect to such  other party); the receipt of an  officer's
certificate  from the other  party stating that certain  conditions set forth in
the Merger Agreement have been satisfied; there having been no material  adverse
effect on the other party; the

                                       15

receipt  of opinions of counsel to the effect that the Mergers will qualify as a
tax-free reorganization; the receipt  of certain material third-party  consents;
and  the receipt of letters from affiliates  of UCU with respect to transactions
in securities of KCPL or  UCU. See "THE MERGER  AGREEMENT -- Conditions to  Each
Party's   Obligation  to  Effect  the  Mergers"  and  "THE  MERGERS  --  Certain
Litigation."

EXCHANGE OF STOCK CERTIFICATES

    As soon as practicable after the Effective Time, an exchange agent  mutually
agreeable  to  KCPL  and  UCU  (the  "Exchange  Agent")  will  mail  transmittal
instructions to each holder of record of shares of UCU Common Stock  outstanding
at   the  UCU  Effective  Time,  advising  such  holder  of  the  procedure  for
surrendering such  holder's  certificates  (each, an  "Old  Certificate")  which
immediately  prior to the UCU Effective Time represented certificates for shares
of UCU Common Stock that were cancelled in the UCU Merger and became instead the
right to receive shares of Maxim Common Stock. Holders of Old Certificates  will
not  be entitled to receive  any payment of dividends  or other distributions on
their Old  Certificates  until  such  certificates  have  been  surrendered  for
certificates representing shares of Maxim Common Stock. Holders of shares of UCU
Common  Stock should  not submit their  stock certificates for  exchange until a
letter of transmittal and  instructions therefor are  received. Holders of  KCPL
Common  Stock will  not need to  surrender their share  certificates. Issued and
outstanding shares of KCPL  Common Stock held by  KCPL shareholders will  remain
outstanding  and unchanged after the Mergers but are referred to herein as Maxim
Common Stock  to reflect  the combined  company's name  change to  Maxim at  the
Effective Time. See "THE MERGER AGREEMENT -- The Mergers."

MAXIM PLANS

    Pursuant to the Merger Agreement, Maxim will adopt the Maxim Stock Incentive
Plan  and the Maxim  MIC Plan to replace  comparable plans of  KCPL and UCU. The
Maxim Stock Incentive Plan is a comprehensive stock compensation plan  providing
for  the grant of stock options, stock appreciation rights, restricted stock and
performance units. The  Maxim MIC  Plan is a  short-term incentive  compensation
plan  providing for awards  based upon the achievement  of individual, group and
corporate performance goals during periods of  up to 12 months. The Maxim  Plans
will  only be implemented if they are  approved by KCPL shareholders at the KCPL
Meeting and if the Mergers are consummated. For descriptions of the Maxim Plans,
see "THE MERGERS -- Maxim Plans" and "APPROVAL OF MAXIM PLANS."

BACKGROUND OF THE MERGERS

    For a description  of the  background of the  Mergers, see  "THE MERGERS  --
Background of the Mergers."

REASONS FOR THE MERGERS

    KCPL  and  UCU  believe that  the  Mergers offer  significant  strategic and
financial benefits to each company and to their respective stockholders, as well
as to their employees and customers  and the communities in which they  transact
business.  These benefits include, among  others: increased ability to diversify
into non-regulated areas; greater efficiency; increased purchasing power;  lower
future   rates  due  to  cost  savings   resulting  from  the  Mergers;  greater
coordination of operations;  expanded management  resources and  the ability  to
select leadership from a larger and more diverse management pool; increased size
and  financial  stability;  enhanced  access to  new  customers  and  to capital
markets;  stimulation  of  local   economic  growth  and  development;   reduced
administrative  costs; cost savings in a  variety of other categories, which are
estimated to result in net savings of approximately $636 million over a  10-year
period following the Mergers as identified in a report prepared by Ernst & Young
LLP  ("Ernst  &  Young");  additional  operational  savings  identified  by  the
managements of KCPL and UCU after  the announcement of the Original Merger;  and
opportunities  to enhance  revenue growth. See  "THE MERGERS --  Reasons for the
Mergers; Recommendations of  the Boards  of Directors," "--  Synergies from  the
Mergers,"  "-- Additional Operational Benefits" and "-- Enhancement of Financial
Performance."

                                       16

    The estimated $636  million in net  cost savings are  not anticipated to  be
realized  evenly  over  the 10-year  period  following the  consummation  of the
Mergers. The  estimated  net  cost savings,  for  each  of the  first  10  years
following  the Mergers  are (in  millions): $19.2,  $31.3, $42.3,  $49.6, $67.7,
$82.6, $85.6,  $82.4,  $87.7  and  $87.9,  respectively.  See  "THE  MERGERS  --
Synergies from the Mergers." There can be no assurance that the combined company
will  realize the cost savings estimated to occur as a result of the Mergers. In
addition, the cost savings are subject to material assumptions. See "THE MERGERS
- -- Synergies from the  Mergers -- Material  Assumptions Underlying Cost  Savings
from Synergies."

    Stockholders  of KCPL and UCU may receive a copy of the Ernst & Young report
free of charge by calling 1-800-714-3312.

RECOMMENDATIONS OF THE BOARDS OF DIRECTORS

    In considering the recommendations of the KCPL Board and the UCU Board  with
respect  to the  Mergers, stockholders should  be aware that  certain members of
KCPL's and UCU's management  and Boards of Directors  have certain interests  in
the  Mergers that are in  addition to the interests  of stockholders of KCPL and
UCU generally. See "THE MERGERS -- Conflicts of Interest."


    KCPL.  The KCPL  Board, by a  unanimous vote, has  approved and adopted  the
Merger  Agreement,  the  Mergers  and  the  transactions  contemplated  thereby,
believes that the terms of  the Mergers are fair to,  and in the best  interests
of,  KCPL's shareholders and  recommends that the shareholders  of KCPL vote FOR
approval of the Share Issuance and FOR approval of each of the Maxim Plans.  The
KCPL  Board approved and  adopted the Merger Agreement  after consideration of a
number of factors described  under the heading "THE  MERGERS -- Reasons for  the
Mergers;  Recommendations  of the  Boards of  Directors" including  the Proposed
Western Resources Offer and the June  17 Announcement (each as defined  herein).
In  addition, on  June 24,  1996, the  KCPL Board,  after careful consideration,
rejected the Western Resources offer contained in the June 17 Announcement.  See
"THE  MERGERS --  Background of  the Mergers" and  "-- Reasons  for the Mergers;
Recommendations of the Board of Directors."


    UCU.  The  UCU Board,  by a  unanimous vote,  has approved  and adopted  the
Merger  Agreement and the  transactions contemplated thereby,  believes that the
terms of  the UCU  Merger are  fair  to, and  in the  best interests  of,  UCU's
stockholders  and recommends that  the stockholders of UCU  vote FOR approval of
the Merger Agreement and the UCU Merger. The UCU Board approved and adopted  the
Merger  Agreement after consideration of a number of factors described under the
heading "THE MERGERS -- Reasons for  the Mergers; Recommendations of the  Boards
of Directors."

OPINIONS OF FINANCIAL ADVISORS


    KCPL.   On May 20, 1996, Merrill  Lynch, Pierce, Fenner & Smith Incorporated
("Merrill Lynch") delivered  its oral  opinion, which  opinion was  subsequently
confirmed  in written opinions  dated as of May  20, 1996 and as  of the date of
this Joint Proxy Statement/Prospectus, to the KCPL Board to the effect that,  as
of such dates and based upon the assumptions made, matters considered and limits
of  review as  set forth in  such opinions,  the proposed Exchange  Ratio of one
share of Maxim Common Stock for each  share of UCU Common Stock pursuant to  the
UCU Merger is fair to the holders of shares of KCPL Common Stock (other than UCU
and  its affiliates) from a financial point of view. In arriving at its opinions
dated  as  of  May  20,   1996  and  as  of  the   date  of  this  Joint   Proxy
Statement/Prospectus,  the KCPL Board did not  ask Merrill Lynch to consider the
WR Proposal  (as defined  herein) or  the Proposed  Western Resources  Offer  as
amended   to  reflect  the   terms  contained  in   the  June  17  Announcement,
respectively, and Merrill Lynch did not do so. For a discussion of why the  KCPL
Board  did not ask  Merrill Lynch to  consider such offers,  see "THE MERGERS --
Reasons for the Mergers;  Recommendations of the Boards  of Directors --  KCPL."
The  full text of the written opinion of  Merrill Lynch, dated as of the date of
this Joint Proxy  Statement/Prospectus, which sets  forth the assumptions  made,
matters   considered  and  limits   of  the  review   undertaken  in  connection


                                       17

with the opinion, is attached  hereto as Annex B  and is incorporated herein  by
reference. HOLDERS OF SHARES OF KCPL COMMON STOCK ARE URGED TO, AND SHOULD, READ
SUCH  OPINION IN ITS ENTIRETY.  See "THE MERGERS --  Opinion of KCPL's Financial
Advisor" and Annex B.

    UCU.  On May 19, 1996,  Donaldson, Lufkin & Jenrette Securities  Corporation
("DLJ")  delivered its oral opinion, which opinion was subsequently confirmed in
a written opinion dated as of May  19, 1996 and a further written opinion  dated
the  date of this  Joint Proxy Statement/Prospectus,  to the effect  that, as of
such dates, and subject to the  assumptions made, matters considered and  limits
of  the review undertaken, as set forth  in such opinions, the Exchange Ratio is
fair, from a financial point of view, to holders of UCU Common Stock. A copy  of
the  written  opinion  of  DLJ,  dated  as  of  the  date  of  this  Joint Proxy
Statement/Prospectus, which sets forth the assumptions made, matters  considered
and  limits of the review undertaken in connection with the opinion, is attached
hereto as Annex C and is incorporated herein by reference. HOLDERS OF SHARES  OF
UCU  ARE  URGED TO,  AND SHOULD,  READ SUCH  OPINION IN  ITS ENTIRETY.  See "THE
MERGERS -- Opinion of UCU's Financial Advisor" and Annex C.

WESTERN RESOURCES' PROPOSALS


    On April 14, 1996 Western Resources delivered an unsolicited proposal to the
KCPL Board  pursuant  to  which  Western Resources  would  acquire  all  of  the
outstanding shares of KCPL Common Stock in exchange for Western Resources Common
Stock  (as defined  herein) valued  at $28.00  per share  of KCPL  Common Stock,
subject to a "collar" limiting the amount of Western Resources Common Stock that
holders of KCPL Common Stock would receive  for each share of KCPL Common  Stock
to  no more than 0.985 shares and no  less than 0.833 shares. On April 21, 1996,
the KCPL Board, after  careful consideration, rejected  such proposal. On  April
22, 1996, Western Resources filed preliminary materials with the SEC relating to
the  Proposed Western Resources Offer pursuant  to which Western Resources would
acquire the outstanding  shares of  KCPL Common Stock  for $28.00  per share  of
Western  Resources Common  Stock, subject  to the  "collar" described  above and
numerous other conditions. On May 6,  1996, Western Resources announced that  it
was changing the minimum number of shares of Western Resources Common Stock that
KCPL  shareholders would receive for each share  of KCPL Common Stock from 0.833
to  0.91  shares.  On  June  17,  1996,  Western  Resources  made  the  June  17
Announcement (as defined herein) pursuant to which it increased the price in its
offer  to merger with KCPL to $31.00  of Western Resources Common Stock for each
share of KCPL Common Stock, subject to  a "collar" pursuant to which each  share
of  KCPL Common Stock would be  exchanged for no more than  1.1 and no less than
0.933 shares  of Western  Resources  Common Stock.  On  June 19,  1996,  Western
Resources  amended the Proposed Western Resources  Offer to reflect the increase
in price and change in  the "collar" announced in  the June 17 Announcement.  On
June 24, 1996, the KCPL Board, after careful consideration, rejected the Western
Resources offer contained in the June 17 Announcement.



    As  of the date of this  Joint Proxy Statement/Prospectus, Western Resources
has not formally commenced the Proposed Western Resources Offer.


    See "THE MERGERS -- Background of the Mergers."

CONFLICTS OF INTEREST

    In considering the recommendations of the KCPL Board and the UCU Board  with
respect  to the  Mergers, stockholders should  be aware that  certain members of
KCPL's and UCU's management  and Boards of Directors  have certain interests  in
the  Mergers that are in  addition to the interests  of stockholders of KCPL and
UCU generally.

    BOARD OF  DIRECTORS.   The  Merger  Agreement  provides that  the  board  of
directors  of Maxim (the  "Maxim Board") will  consist of 18  directors, nine of
whom will  be the  then existing  directors  of KCPL  immediately prior  to  the
Effective  Time and nine of whom will be designated by UCU. To date, UCU has not
determined which individuals, in addition to Richard C. Green, Jr., the Chairman
of the Board and Chief Executive Officer of UCU, will be its designees to  serve
as directors of Maxim as of the

                                       18

Effective  Time. However, it is currently  anticipated that the directors of UCU
immediately prior to  the Effective Time  will serve as  UCU's designees to  the
Maxim Board. See "THE MERGERS -- Conflicts of Interest -- Board of Directors."


    EMPLOYMENT AGREEMENTS.  Each of A. Drue Jennings, the Chairman of the Board,
President  and Chief Executive Officer of KCPL, and Mr. Green will enter into an
employment agreement with Maxim to become effective upon the consummation of the
Mergers (each, an "Employment Agreement"). The term of each Employment Agreement
shall last until the  fifth anniversary of the  Effective Time. Pursuant to  Mr.
Jennings'  Employment Agreement, from  the Effective Time until  the date of the
annual meeting of shareholders of Maxim  that occurs in 2002, Mr. Jennings  will
serve  as  Chairman  of  Maxim,  and  thereafter  until  the  expiration  of his
Employment Agreement will serve  as Vice Chairman of  Maxim. From the  Effective
Time  until the  earlier of  the annual  meeting of  shareholders of  Maxim that
occurs in 2002 or the date Mr.  Jennings ceases to serve as Chairman, Mr.  Green
will serve as Vice Chairman and Chief Executive Officer of Maxim, and thereafter
until  the expiration  of his  Employment Agreement  will serve  as Chairman and
Chief Executive Officer. Pursuant to the Employment Agreements, Messrs. Jennings
and Green  will  receive  salary,  bonus and  other  compensation  as  shall  be
determined  by the  Maxim Board,  but not less  than either  received before the
Effective Time. Based  upon current  compensation levels,  Messrs. Jennings  and
Green  would each receive an annual base  salary of $630,000 and be eligible for
annual bonuses  of  between  $0 and  approximately  $1,040,000,  depending  upon
performance.  The  Employment Agreements  provide for  the  payment by  Maxim of
severance benefits  in  the  event  of the  termination  of  employment  by  the
Executive  under specified circumstances. Based upon the salary levels currently
in effect,  if  the  employment of  Mr.  Jennings  or Mr.  Green  is  terminated
immediately  following  the  consummation  of  the  Mergers  under circumstances
entitling them  to receive  severance  benefits, they  would  be entitled  to  a
severance  payment ranging from approximately $1.9 million to $3.1 million, plus
certain other amounts in respect of  bonuses and benefits. No other officers  or
directors  of KCPL or UCU have entered  into employment or other agreements with
Maxim. See "THE MERGERS -- Conflicts of Interest -- Employment Agreements."


    EMPLOYEE PLANS AND SEVERANCE ARRANGEMENTS.  Under certain agreements entered
into by  KCPL and  UCU, certain  officers of  KCPL and  UCU may  be entitled  to
payment  of certain severance benefits  upon termination of employment following
consummation of the Mergers. In addition, stock options outstanding under  UCU's
Amended and Restated 1986 Stock Incentive Plan (the "UCU Plan") and the UCU 1986
Stock Incentive Plan (the "UCU 1986 Plan") vested upon execution of the Original
Merger Agreement. Restricted stock outstanding under the UCU 1986 Plan will vest
upon consummation of the UCU Merger. The aggregate amount which could be payable
under  certain circumstances upon termination of employment after the Mergers to
the five most  highly compensated executive  officers of KCPL  who have  entered
into  the "KCPL Severance Agreements" (as  defined herein) is approximately $6.1
million. In  addition,  an  aggregate  of  approximately  $450,000  in  deferred
compensation   would  be  payable  to  these  individuals  upon  termination  of
employment after the Mergers. The aggregate amount which could be payable  under
certain  circumstances upon termination  of employment after  the Mergers to the
five most highly compensated executive officers of UCU who have entered into the
"UCU Severance Agreements"  (as defined herein)  is approximately $4.9  million.
Approximately  290,000 options  vested for such  officers upon  execution of the
Merger Agreement. Approximately 71,800 shares of restricted stock will vest upon
consummation of the  UCU Merger. See  "THE MERGERS --  Conflicts of Interest  --
Employee Plans and Severance Arrangements."

    INDEMNIFICATION.  The parties have agreed in the Merger Agreement that Maxim
will  indemnify, to the fullest extent  permitted by applicable law, the present
and former  officers, directors  and employees  of each  of the  parties to  the
Merger  Agreement  or  any of  their  Subsidiaries (as  defined  herein) against
certain liabilities (i)  arising out  of actions  or omissions  occurring at  or
prior  to the Effective Time that arise from  or are based on such service as an
officer, director or  employee or  (ii) that  are based on  or arise  out of  or
pertain  to  the  transactions  contemplated by  the  Merger  Agreement,  and to
maintain policies of directors' and  officers' liability insurance for a  period
of not

                                       19

less  than six years after the Effective  Time, provided that Maxim shall not be
required to  expend in  any year  an  amount in  excess of  200% of  the  annual
aggregate  premium currently  paid by  KCPL and UCU  for such  insurance. To the
fullest extent permitted by law, from  and after the Effective Time, all  rights
to  indemnification existing  in favor  of the  employees, agents,  directors or
officers of KCPL, UCU  and their respective Subsidiaries  with respect to  their
activities  as such prior to the Effective Time, as provided in their respective
articles of incorporation and bylaws in effect on January 19, 1996, or otherwise
in effect on January 19, 1996, shall  survive the Mergers and shall continue  in
full force and effect for a period of not less than six years from the Effective
Time.  See "THE  MERGERS -- Conflicts  of Interest --  Indemnification" and "THE
MERGER AGREEMENT -- Directors' and Officers' Indemnification."

EMPLOYEE STOCK OPTIONS

    All stock options to  acquire UCU Common Stock  under the existing  employee
stock incentive plans of UCU that are outstanding at the UCU Effective Time will
be  converted into options to  buy Maxim Common Stock,  and the number of shares
and exercise  price under  such options  will,  in most  cases, be  adjusted  to
reflect  the Exchange Ratio.  See "THE MERGERS  -- Maxim Plans"  and "THE MERGER
AGREEMENT -- Benefit Plans."

MANAGEMENT OF MAXIM

    In connection with the Mergers, the Maxim Board, at the Effective Time, will
consist of 18 persons, nine of whom will be the then existing directors of  KCPL
immediately  prior to the Effective Time, and nine of whom will be designated by
UCU. At the Effective Time, A. Drue  Jennings will become the Chairman of  Maxim
and Richard C. Green, Jr., will become Vice Chairman and Chief Executive Officer
of  Maxim.  Robert K.  Green,  brother of  Richard C.  Green,  Jr., will  be the
president of  Maxim and  Marcus Jackson  will serve  as Maxim's  executive  vice
president and chief operating officer. Robert K. Green is currently president of
UCU  and Marcus Jackson is senior vice  president and chief operating officer of
KCPL. See  "THE  MERGERS --  Employment  Agreements" and  "MAXIM  FOLLOWING  THE
MERGERS -- Management of Maxim."

RIGHTS TO TERMINATE, AMEND OR WAIVE CONDITIONS

    The   Merger  Agreement  may  be  terminated  under  certain  circumstances,
including: by mutual consent of  KCPL and UCU; by any  party if the Mergers  are
not consummated by December 31, 1997 (which date may be extended to December 31,
1998  under certain  circumstances); by any  party if  the requisite stockholder
approvals are  not obtained  or  if any  state or  federal  law or  court  order
prohibits  consummation of the Mergers; by a non-breaching party if there occurs
a material breach of the Merger Agreement which is not cured within 20 days;  or
by  either party, under certain  circumstances, as a result  of a more favorable
third-party tender offer or business  combination proposal with respect to  such
party. The Merger Agreement requires that termination fees be paid under certain
circumstances,  including if there  is a material, willful  breach of the Merger
Agreement or  if, under  certain circumstances,  a business  combination with  a
third  party is entered into or consummated within two and one-half years of the
termination of the Merger Agreement. The aggregate termination fees under  these
provisions  may not exceed $58,000,000. See "THE MERGER AGREEMENT -- Termination
Fees."

    The Merger  Agreement may  be amended  by  the Boards  of Directors  of  the
parties  at any time before  or after the approval of  the Share Issuance by the
shareholders of KCPL and the approval of  the UCU Merger by the stockholders  of
UCU,  but after such approvals, no amendment may be made which alters or changes
(i) the amount or  kind of shares,  rights or the manner  of conversion of  such
shares,  or  (ii) the  terms  or conditions  of  the Merger  Agreement,  if such
alteration or  change, alone  or in  the aggregate,  would materially  adversely
affect  the  rights of  the KCPL  shareholders or  UCU stockholders,  except for
alterations or  changes that  could  otherwise be  adopted  by the  Maxim  Board
without  the further approval of such stockholders. See "THE MERGER AGREEMENT --
Amendment and Waiver."

                                       20

    At any  time  prior  to the  Effective  Time,  to the  extent  permitted  by
applicable  law, the conditions to KCPL's or UCU's obligations to consummate the
Mergers may be waived by the other party. Any determination to waive a condition
would depend  upon the  facts and  circumstances existing  at the  time of  such
waiver  and would be made by the  waiving party's Board of Directors, exercising
its fiduciary  duties  to such  party  and  its stockholders.  See  "THE  MERGER
AGREEMENT -- Amendment and Waiver."

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

    The  consummation of the Mergers is conditioned  upon the receipt by KCPL of
an opinion from Skadden,  Arps, Slate, Meagher &  Flom ("Skadden Arps") and  the
receipt  by UCU of  an opinion from  Blackwell Sanders Matheny  Weary & Lombardi
L.C. ("Blackwell Sanders") substantially to the effect that (i) the Mergers will
qualify as a reorganization under Section 368(a) of the Internal Revenue Code of
1986, as  amended (the  "Code"), (ii)  no gain  or loss  will be  recognized  by
stockholders  of UCU who exchange their shares of UCU Common Stock for shares of
Maxim Common Stock as a result of the Mergers, and (iii) no gain or loss will be
recognized by shareholders of KCPL as a result of the Mergers. See "THE  MERGERS
- -- Certain Federal Income Tax Consequences."

    STOCKHOLDERS  OF KCPL AND  UCU ARE URGED  TO CONSULT THEIR  OWN TAX ADVISORS
WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES TO THEM OF THE MERGERS,  INCLUDING
THE   APPLICATION  TO  THEM  AND  POSSIBLE  EFFECT  UPON  THEM  OF  ANY  PENDING
LEGISLATION, THE ALTERNATIVE MINIMUM  TAX, AND STATE,  LOCAL AND FOREIGN  INCOME
AND OTHER TAX LAWS.

MAXIM FOLLOWING THE MERGERS

    At the Effective Time, KCPL will change its name to Maxim or such other name
as  KCPL and  UCU shall  mutually agree.  The headquarters  of Maxim  will be in
Kansas City, Missouri. The utility businesses of Maxim will serve  approximately
860,000  electric customers and  800,000 gas customers  in portions of Missouri,
Kansas, Colorado, Iowa, Michigan, Minnesota, Nebraska, West Virginia and British
Columbia. A joint venture in Australia will serve approximately 520,000 electric
customers. The business of Maxim will primarily consist of owning and  operating
electric  and gas utilities, including  interests in several international joint
ventures, and also owning and operating various non-utility subsidiaries.

    Pursuant  to   the  Merger   Agreement,  Maxim   shall  provide   charitable
contributions  and community support within the service areas of KCPL and UCU at
levels substantially comparable  to the levels  of charitable contributions  and
community support provided by such parties within their service areas within the
two-year period immediately prior to the Effective Time.

    See "MAXIM FOLLOWING THE MERGERS."

REGULATORY MATTERS

    The  approval of the  Nuclear Regulatory Commission  under the Atomic Energy
Act of 1954, as amended (the "Atomic Energy Act"), the Federal Energy Regulatory
Commission (the "FERC") under the Federal Power Act, as well as the approval  of
the utility regulators in Missouri, Kansas, Colorado, Iowa, Michigan, Minnesota,
West  Virginia and British  Columbia under applicable  state and provincial laws
and the expiration  or termination of  the applicable waiting  period under  the
Hart-Scott-Rodino  Antitrust  Improvements Act  of  1976, as  amended  (the "HSR
Act"), are  required  in order  to  consummate  the Mergers.  In  addition,  the
approval  of governmental authorities in Australia and New Zealand are required.
The receipt of all of these approvals  is presently anticipated to occur by  the
second quarter of 1997.

    KCPL  and UCU intend to  request a "no-action" letter  from the staff of the
SEC, confirming  their view  that (i)  the Mergers  will not  require the  prior
approval  of the SEC pursuant  to Section 9(a)(2) of  the Public Utility Holding
Company Act of  1935 (the  "1935 Act") and  (ii) following  consummation of  the
Mergers, Maxim will be a holding company entitled to claim exemption pursuant to
Rule 10 from

                                       21

all  provisions of the 1935 Act. In the event that the staff of the SEC does not
concur with this view, KCPL  and UCU will file an  application with the SEC  for
the necessary approvals and exemptions in connection with the Mergers.

    KCPL  and  UCU possess  municipal franchises  and environmental  permits and
licenses that require the consent of the licensor to the Mergers or may need  to
be  renewed  or  replaced as  a  result of  the  Mergers. Neither  KCPL  nor UCU
anticipate any  difficulties at  the present  time in  obtaining such  consents,
renewals, replacements or transfers.

    Assuming  the requisite  regulatory approvals are  obtained, Maxim's utility
operations will  be  subject  to  regulation by  state  and  provincial  utility
regulators  in  Missouri,  Kansas,  Colorado,  Iowa,  Michigan,  Minnesota, West
Virginia and British Columbia and certain non-utility operations will be subject
to regulation  in  Oklahoma,  South  Dakota  and  Texas.  In  addition,  certain
investment activities of Maxim will be subject to the jurisdiction of regulatory
authorities in Australia and New Zealand.

    Under the Merger Agreement, KCPL and UCU have agreed to use all commercially
reasonable  efforts  to  obtain  all  governmental  authorizations  necessary or
advisable to consummate or  effect the transactions  contemplated by the  Merger
Agreement.  Various parties may seek intervention in these proceedings to oppose
the Mergers  or  to  have  conditions imposed  upon  the  receipt  of  necessary
approvals.  While  KCPL and  UCU believe  that they  will receive  the requisite
regulatory approvals for the Mergers, there can be no assurance as to the timing
of such approvals or  the ability of  such parties to  obtain such approvals  on
satisfactory  terms or otherwise. It  is a condition to  the consummation of the
Mergers that final  orders approving the  Mergers be obtained  from the  various
federal and state regulators described above on terms and conditions which would
not  have,  or foreseeably  could not  have,  a material  adverse effect  on the
business, assets, financial condition or results of operations of Maxim and  its
prospective  subsidiaries  taken  as  a  whole,  or  which  would  be materially
inconsistent with  the  agreements  of  the  parties  contained  in  the  Merger
Agreement.  There can be no  assurance that any such  approvals will not contain
terms or conditions that cause such approvals to fail to satisfy such  condition
to the consummation of the Mergers.

    See "THE MERGERS -- Regulatory Matters."

ACCOUNTING TREATMENT

    KCPL  and  UCU believe  that the  Mergers will  be treated  as a  pooling of
interests for accounting  purposes. See "THE  MERGERS -- Accounting  Treatment."
The  receipt  by  each  of  KCPL  and UCU  of  a  letter  from  their respective
independent accountants, stating that the transaction will qualify as a  pooling
of  interests, is a condition to the consummation of the Mergers. This condition
may be waived, but KCPL and UCU presently  have no intention to do so. See  "THE
MERGER  AGREEMENT  --  Conditions  to  Each  Party's  Obligation  to  Effect the
Mergers."

DISSENTERS' RIGHTS

    Holders of KCPL Common Stock and UCU Common Stock will not have  dissenters'
rights of appraisal with respect to the Mergers. See "THE MERGERS -- Dissenters'
Rights."

    Under  the Original Merger  Agreement, dissenters' rights  of appraisal were
available to  shareholders of  KCPL. In  currently pending  litigation,  Western
Resources,  Mr.  Rives,  and an  intervening  KCPL shareholder  contend  that by
adopting the Merger Agreement, KCPL has illegally deprived KCPL shareholders  of
dissenters' rights. See "THE MERGERS -- Certain Litigation."

DIVIDENDS

    KCPL  AND UCU.  Pursuant to the Merger  Agreement, each of KCPL and UCU have
agreed not to,  and have  agreed not  to permit  any of  their Subsidiaries  to,
declare  or pay any dividends on, or make other distributions in respect of, any
of its capital stock, other  than (i) to such party  or any of its  wholly-owned
Subsidiaries,  (ii) dividends required to be paid  on the UCU Preferred Stock or
series or class of KCPL Preferred Stock, (iii) regular quarterly dividends to be
paid on  KCPL Common  Stock and  UCU  Common Stock  not to  exceed 105%  of  the
dividends for the comparable period of the prior

                                       22

fiscal  year, and  (iv) dividends  by Aquila  Gas Pipeline  Corporation ("AGP"),
UtiliCorp  U.K.,  Inc.,  UtiliCorp  U.K.  Limited,  West  Kootenay  Power  Ltd.,
UtiliCorp  N.Z., Inc. and any Subsidiaries of such entities. KCPL currently pays
an annual dividend of $1.56 per share, and UCU currently pays an annual dividend
of $1.76 per share. See "THE MERGER AGREEMENT -- Certain Covenants."

    MAXIM.   The dividend  policy  of Maxim  will  be determined  upon  periodic
evaluation  by  the  Maxim Board  of  Maxim's results  of  operations, financial
condition, capital requirements and such other considerations as the Maxim Board
considers relevant in accordance with applicable laws. Although there can be  no
assurance,  it  is the  intention  of KCPL  and  UCU, subject  to  the fiduciary
obligations of the Maxim  Board, that the initial  annual dividend per share  of
Maxim  Common Stock  following the  Effective Time  will be  at least  $1.85 per
share. See "MAXIM FOLLOWING THE MERGERS -- Dividends" and "DESCRIPTION OF  MAXIM
COMMON STOCK."

COMPARISON OF STOCKHOLDERS' RIGHTS

    As  a result  of the  UCU Merger,  holders of  UCU Common  Stock will become
shareholders of KCPL (to be renamed Maxim upon consummation of the Consolidating
Merger), a Missouri corporation. Such holders will have certain rights as  Maxim
shareholders  that  are different  than they  had as  stockholders of  UCU, both
because of the  differences between  KCPL's Restated  Articles of  Consolidation
(the  "KCPL Charter" or, after the name  change, the "Maxim Charter") and KCPL's
Bylaws (the "KCPL Bylaws" or, after the name change, the "Maxim Bylaws"), on the
one hand, and the UCU Charter and the UCU Bylaws, on the other hand, and because
of differences between Missouri and  Delaware corporation law. For a  comparison
of the charter and bylaw provisions of KCPL and UCU and of Missouri and Delaware
law, see "COMPARISON OF STOCKHOLDERS' RIGHTS."

                                       23




                   IN THE UNITED STATES DISTRICT COURT FOR THE
                          WESTERN DISTRICT OF MISSOURI
                                WESTERN DIVISION

KANSAS CITY POWER & LIGHT        )
COMPANY,                         )
                                 )
                    Plaintiff,   )
                                 )
     v.                          )        Civil Action No. 96-552-CV-W-5
                                 )
WESTERN RESOURCES, INC. and      )
ROBERT L. RIVES,                 )
                                 )
                    Defendants.  )


                              ANSWER OF DEFENDANTS
                   WESTERN RESOURCES, INC. AND ROBERT L. RIVES

     Defendants Western Resources, Inc. ("Western Resources") and Robert L.
Rives ("Rives"), by their undersigned attorneys, answer the complaint of
plaintiff Kansas City Power & Light Company ("KCPL") as follows:

     1. Defendants admit the allegations of Paragraph 1.

     2. Defendants admit the allegations of Paragraph 2.

     3. Defendants deny the allegations of Paragraph 3, except defendants admit
that plaintiff has filed this action, purporting to seek declaratory relief
concerning the legality, validity and enforceability of the merger agreement
between KCPL and UtiliCorp United Inc. ("UtiliCorp"), dated May 20, 1996, (the
"Revised Merger Agreement"). Defendants further admit that (a) the Revised
Merger Agreement purports to supersede the merger agreement, dated January 19,
1996 (the "Original Merger Agreement"); (b) the ultimate objective of the
Revised Merger Agreement purports to be the same as that of the Original Merger
Agreement and that is




a business combination of KCPL and UtiliCorp; and (c) the Revised Merger
Agreement purports to eliminate the requirement for approval by the holders of
two-thirds of KCPL's outstanding shares as was required by the Original Merger
Agreement.

     4. Defendants deny the allegations of Paragraph 4, except defendants admit
that (a) on or about May 3, 1996, Western Resources filed a Definitive Proxy
Statement with the Securities and Exchange Commission ("the Western Resources
Proxy Statement") which was disseminated to KCPL shareholders shortly
thereafter, (b) the Western Resources Proxy statement sought proxies from KCPL
shareholders to vote against the UtiliCorp merger, and (c) Rives, among others,
was identified in the Western resources Proxy Statement as an individual who
might solicit proxies. Defendants lack sufficient knowledge or information to
form a belief as to what KCPL "reasonably apprehends," and therefore deny those
allegations.

     5. Defendants lack sufficient knowledge or information to form a belief as
to the truth of the allegations of Paragraph 5, and therefore deny them.

     6. Defendants admit that KCPL is a Missouri corporation whose 
headquarters and principal place of business are located in Kansas City, 
Missouri. Defendants further admit that KCPL is a medium-sized public utility 
engaged in the generation, transmission, distribution and sale of electricity 
to over 430,000 customers in a 4,700 square mile area located in all or 
portions of 23 counties in western Missouri and eastern Kansas. Defendants lack 
sufficient knowledge or information to form a belief as to the truth of the 
remaining allegations of Paragraph 6 and therefore deny them.

     7. Defendants deny the allegations of Paragraph 7, except defendants admit
that (a) Western Resources is a Kansas corporation whose headquarters and
principal place of business


                                       -2-


are located in Topeka, Kansas; (b) Western Resources is engaged principally in
the production, purchase, transmission, distribution and sale of electricity and
the delivery and sale of natural gas, and (c) that Western Resources has
transacted business in Missouri.

     8. Defendants deny the allegations contained in Paragraph 8, except
defendants admit that on or about April 22, 1996, Rives, a citizen of Kansas,
and a record and beneficial owner of KCPL shares, sent a letter to Jeannie Sell
Latz, KCPL's Chief Legal Officer ("April 22 Rives Letter"), requesting that KCPL
make available for inspection and review, among other things, KCPL's stock
ledger and list of shareholders. Defendants further state that the April 22
Rives Letter speaks for itself and deny any allegations inconsistent with the
April 22 Rives Letter.

     9. Defendants admit that on January 19, 1996, KCPL entered into the
Original Merger Agreement with UtiliCorp and that UtiliCorp is a Delaware
corporation with its principal place of business in Kansas City, Missouri.
Defendants lack sufficient knowledge or information to form a belief as to the
truth of the remaining allegations of Paragraph 9 and therefore deny them.

     10. Defendants deny the allegations of Paragraph 10 and further state that
the Original Merger Agreement speaks for itself.

     11. Defendants admit that on or about April 4, 1996, KCPL and UtiliCorp
filed a Joint Proxy Statement/Prospectus with the Securities and Exchange
Commission ("KCPL/UtiliCorp Joint Proxy Statement") which purported to describe
the benefits of the UtiliCorp merger and the opinions rendered by financial
advisors to KCPL and UtiliCorp. Defendants further state that the KCPL/UtiliCorp
Joint Proxy Statement speaks for itself.


                                       -3-


Defendants lack sufficient knowledge or information to form a belief as to the
truth of the remaining allegations of Paragraph 11 and therefore deny them.

     12. Defendants admit the allegations of Paragraph 12.

     13. Defendants deny the allegations of Paragraph 13, except defendants
admit that on April 14, 1996 John E. Hayes, Jr. wrote a letter to Drue Jennings
("April 14 Letter") in which Western Resources made a written merger proposal to
the KCPL board of directors pursuant to which KCPL would merge with Western
Resources in a transaction where each KCPL common shareholder would receive,
subject to certain limitations, $28 worth of Western common stock in exchange
for each KCPL share of stock. Defendants further state the April 14 Letter
speaks for itself and deny any allegations inconsistent with the April 14
Letter.

     14. Defendants deny the allegations of Paragraph 14, except that defendants
admit that the April 14 Letter was publicly disseminated.

     15. Defendants deny the allegations of Paragraph 15, except defendants
admit that on April 22, 1996, KCPL issued a press release ("April 22 Press
Release"), and defendants further state that the April 22 Press Release speaks
for itself.

     16. Defendants deny the allegations of Paragraph 16, except that defendants
admit that on or about April 22, 1996, Western Resources filed a Preliminary
Proxy Statement with the SEC ("Western Resources Preliminary Proxy Statement")
and a Preliminary Prospectus for an Offer to Exchange Each Outstanding Share of
Common Stock of Kansas City Power & Light Company for Western Resources Common
Stock ("Western Resources Preliminary Prospectus" and "Western Resources Offer"
respectively). Defendants further state that the Western


                                       -4-




Resources Preliminary Prospectus and Western Resources Offer speak for
themselves and deny any allegation inconsistent with their terms.

     17. Defendants lack sufficient knowledge or information to form a belief as
to the truth of the allegations of Paragraph 17 and therefore deny them.

     18. Defendants admit that the action contemplated by the Revised Merger
Agreement purports to have the same ultimate effect as the transaction
contemplated by the Original Merger Agreement. Defendants further state that the
Revised Merger Agreement speaks for itself.

     19. Defendants lack sufficient knowledge or information to form a belief as
to the truth of the allegations of Paragraph 19 and therefore deny them.
Defendants further state that the Revised Merger Agreement speaks for itself.

     20. Defendants admit that the Revised Merger Agreement contemplates KCPL
creating a new wholly owned subsidiary which will then merge with UtiliCorp, and
almost instantaneously, KCPL will merge with this subsidiary in a short form
merger. Defendants lack sufficient knowledge or information to form a belief as
to the truth of the remaining allegations of Paragraph 20, and therefore deny
them.

     21. Defendants deny the allegations of Paragraph 21, except that defendants
admit that Rule 312.00 et seq. of the New York Stock Exchange ("NYSE") Listed
Company Manual contains a "Shareholder Approval Policy." Defendants further
state that the Shareholder Approval Policy speaks for itself.

     22. Defendants deny the allegations of Paragraph 22, except that defendants
admit that Western Resources and Rives maintain, as more fully set forth in the
Counterclaim filed herewith, that adoption of the Revised Merger Agreement
violates Missouri law and constitutes


                                       -5-



breaches of fiduciary duty to KCPL's shareholders. Defendants lack sufficient
knowledge or information to form a belief as to what plaintiff "anticipates" or
"apprehends," and therefore deny those allegations.

     23. Defendants lack sufficient knowledge or information to form a belief as
to the truth of the allegations of Paragraph 23, and therefore deny them.

     24. Defendants admit that Rives has standing in any capacity and deny the
remaining allegations of Paragraph 24.

     25. Defendants admit the allegations of Paragraph 25.

                                     COUNT I

                (Declaratory Judgment Against Western Resources)

     26. Defendants incorporate their responses to Paragraphs 1 through 25 as if
fully set forth herein.

     27. Defendant Western Resources admits the allegations of Paragraph 27. No
response is required from defendant Rives because Paragraph 27 is directed
solely to Western Resources.

     28. Paragraph 28 purports to state a legal conclusion to which no answer is
required. To the extent an answer is required, defendant Western Resources
denies the allegations of Paragraph 28. No response is required from defendant
Rives because Paragraph 28 is directed solely to defendant Western Resources.

     29. Paragraph 29 contains legal conclusions and argument to which no answer
is required. To the extent an answer is required, defendant Western Resources
admits the


                                       -6-


allegations of Paragraph 29. No response is required from defendant Rives
because Paragraph 29 is directed solely to defendant Western Resources.

     30. Paragraph 30 states a legal conclusion to which no answer is required.
To the extent an answer is required, defendant Western admits that plaintiff
requests a declaratory judgment that Western Resources lacks standing to
challenge the Revised Merger Agreement, the transaction contemplated thereby, or
the events or acts leading to its adoption, but denies that KCPL is entitled to
any such relief. No response is required from defendant Rives because Paragraph
30 is directed solely to defendant Western Resources.

     31. Defendant Western Resources denies the allegations of Paragraph 31. No
response is required from defendant Rives because Paragraph 31 is directed
solely to defendant Western Resources.

                                    COUNT II

           (Declaratory Judgment Against Western Resources and Rives)

     32. Defendants incorporate their responses to Paragraphs 1 through 31 as if
fully set forth herein.

     33. Defendants deny the allegations of Paragraph 33.

     34. Defendants deny the allegations of Paragraph 34.

     35. Paragraph 35 purports to state a legal conclusion to which no answer is
required. To the extent an answer is required, defendants admit that plaintiff
seeks a declaratory judgment in Paragraph 35 but deny that plaintiff is entitled
to any such relief.

     36. Defendants deny the allegations of Paragraph 36.


                                       -7-


                                    COUNT III

           (Declaratory Judgment Against Western Resources and Rives)

     37. Defendants incorporate their responses to Paragraphs 1 through 36 as if
fully set forth herein.

     38. Defendants deny the allegations of Paragraph 38.

     39. Defendants deny the allegations of Paragraph 39.

     40. Paragraph 40 purports to state a legal conclusion to which no answer is
required. To the extent an answer is required, defendants admit that plaintiff
seeks a declaratory judgment in Paragraph 40, but deny that plaintiff is
entitled to any such relief.

     41. Defendants deny the allegations of Paragraph 41.

                            FIRST AFFIRMATIVE DEFENSE

     42. The Complaint fails to state a claim upon which relief may be granted.

     WHEREFORE, having fully answered, defendants pray for entry of judgment in
their favor on each and every count, that the Court find the Revised Merger
Agreement and its proposed transaction to be invalid, illegal and unenforceable
as a violation of Missouri law, that plaintiff's Complaint be dismissed with
prejudice, that defendants be awarded their attorney's fees and disbursements,
and that the court award defendants such other and further relief as the Court
deems just.


                                       -8-



                             STINSON, MAG & FIZZELL, P.C.



                             By /s/ Lawrence M. Berkowitz
                                ----------------------------------------
                                Lawrence M. Berkowitz,          MO 20752
                                Kurt D. Williams,               MO 36957
                                1201 Walnut Street
                                Kansas City, Missouri 64106
                                816-842-8600

                                Attorneys for Defendants Western Resources, Inc.
                                and Robert L. Rives

John L. Hardiman, Esq.
Tario Mundiya, Esq.
SULLIVAN & CROMWELL
125 Broad Street
New York, New York 10004-2498
Attorneys for Western Resources, Inc. and
Robert L. Rives

John Rosenberg, Esq.
Richard D. Terrill, Esq.
WESTERN RESOURCES, INC.
818 Kansas Avenue
P.O. BOX 889
Topeka, Kansas 66601
Attorneys for Western Resources.


                                       -9-



                             CERTIFICATE OF SERVICE

          I HEREBY CERTIFY that a copy of the foregoing was sent via facsimile
and first class mail this 7th day of June 1996, to:

          David F. Oliver
          Bryan Cave LLP
          3500 One Kansas City Place
          1200 Main
          Kansas City, Missouri 64105

          and

          Steven J. Rothschild
          R.   Michael Lindsey
          Skadden, Arps, Slate, Meagher & Flom
          One Rodney Square
          P.O. BOX 636
          Wilmington, Delaware 19899
          Attorneys for Plaintiff

          Michael E. Waldeck
          Niewald, Waldeck & Brown
          4100 One Kansas City Place
          1200 Main Street
          Kansas City, Missouri 64105
          Attorney for Intervenor Defendant

                                    /s/ Lawrence M. Berkowitz
                                    ------------------------------------
                                    Attorneys for Defendants

                                      -10-



                   IN THE UNITED STATES DISTRICT COURT FOR THE
                          WESTERN DISTRICT OF MISSOURI
                                WESTERN DIVISION

KANSAS CITY POWER & LIGHT          )
COMPANY,                           )
                                   )
         Plaintiff/                )
         Counterclaim Defendant,   )
                                   )
                  v.               )        Civil Action No. 96-552-CV-W-5
                                   )
WESTERN RESOURCES, INC. and        )
ROBERT L. RIVES,                   )
                                   )
                                   )
         Defendants/               )
         Counterclaim Plaintiffs.  )

                                 COUNTERCLAIM OF
                   WESTERN RESOURCES, INC. AND ROBERT L. RIVES

     Counterclaim Plaintiffs Western Resources, Inc. ("Western Resources") and
Robert L. Rives ("Rives"), by their attorneys, and for their Counterclaims for
Declaratory Judgment and Injunctive Relief, allege as follows:

                           NATURE OF THE COUNTERCLAIM

     1. This counterclaim is for a declaratory judgment and injunction to enjoin
Counterclaim Defendant Kansas City Power & Light Company ("KCPL") and its
directors from continuing to violate Missouri General and Business Corporation
Law ("Missouri BCL") and from breaching fiduciary duties owned to KCLP
shareholders.

     2. On the eve of a rejection by KCPL shareholders of a proposed merger with
UtiliCorp United Inc. ("UtiliCorp") (the "Merger"), KCLP "restructured" the
transaction, canceled the vote on the original transaction, and announced that
it plans to consummate the new





transaction - which it concedes is the same merger in another form - without the
two-thirds vote of all outstanding KCPL shares required by Missouri law.

     3. KCPL claims to be able to accomplish the new transaction by issuing
authorized shares to UtiliCorp, creating a new wholly-owned subsidiary, and
merging that subsidiary first with UtiliCorp and then with KCPL. KCPL contends
that this transaction does not require a "merger vote" under Missouri law but
rather only a plurality vote of shareholders mandated by the New York Stock
Exchange to approve the issuance of shares to UtiliCorp shareholders. Thus, KCPL
purports to accomplish its merger with only minority support of shareholders
rather than the two-thirds vote of all outstanding shares contemplated by ss.
351.425 of the Missouri BCL. In the process, KCPL's plan will frustrate the
acquisition efforts of Western Resources, a competing bidder for KCPL, and the
legitimate voting expectations of KCPL shareholders such as Rives.

                                   THE PARTIES

     4. Counterclaim Plaintiff Western Resources is a Kansas corporation with
its principal place of business in Topeka, Kansas. Western Resources is a public
utility principally engaged in the generation, transmission, distribution and
sale of electricity in Kansas and the transmission, distribution and sale of
natural gas in Kansas and Oklahoma.

     5. Counterclaim Plaintiff Rives is a record and beneficial owner of shares
of common stock of KCPL and a citizen of Kansas.

     6. Counterclaim Defendant KCPL is a Missouri corporation with its principal
place of business in Kansas City, Missouri. KCPL is a public utility engaged in
the generation, transmission, distribution and sale of electricity in western
Missouri and eastern Kansas.


                                       -2-


     7. Pursuant to 28 U.S.C. ss. 1367 and Rule 13 of the Federal Rules of Civil
Procedure, this Court has supplemental jurisdiction over Western Resources and
Rives' counterclaims because they form part of the same case or controversy.

                           FACTS COMMON TO ALL COUNTS

                    The Competing Offers to KCPL Shareholders

     8. On January 19, 1996, KCPL and UtiliCorp announced that they had entered
into an Agreement and Plan of Merger (the "Original Merger Agreement") pursuant
to which the shareholders of KCPL would receive one share of stock in a new
company for each of their KCPL shares, while UtiliCorp's shareholders would
receive 1.096 new shares for every UtiliCorp share. KCPL entered into the
Original Merger Agreement despite the fact that KCPL was aware of Western
Resources' continuing interest in pursuing a combination with KCPL.

     9. Consummation of the Original Merger Agreement was conditioned on, among
other things, the approval of KCPL's shareholders. KCPL recognized - indeed, it
informed its shareholders - that applicable Missouri law required two-thirds of
KCPL's outstanding shares to approve a merger.

                 KCPL Schedules a Shareholder Vote on the Merger

     10. On April 4, 1996, KCPL sent notice to its shareholders of record as of
April 3, 1996 that a vote on the proposed KCPL/UtiliCorp merger would be held at
KCPL's annual shareholder meeting (the "Annual Meeting"), and it scheduled that
meeting for 10:00 a.m. on May 22, 1996 at the Nelson-Atkins Museum in Kansas
City in compliance with KCPL's amended by-laws.


                                       -3-


     11. KCPL's "Notice of Annual Meeting" expressly provided that shareholders
would have the opportunity to vote on the proposed merger at that time and place
and that "Holders of KCPL Common stock are entitled to dissenters' rights...."

     12. On April 14, 1996, after undertaking a further detailed review of the
benefits from a combination of Western and KCPL, Western proposed a merger to
KCPL. Pursuant to this proposal, Western Resources would acquire all of the
outstanding shares of KCPL common stock in return for $28 worth of Western
Resources common stock for each KCPL share. The exchange ratio was subject to a
collar so that KCPL shareholders would receive no less than .833 and no more
than .985 shares of Western Resources common stock for each share of KCPL common
stock. (The bottom of the collar was subsequently raised by Western Resources
from .833 to .91 on May 6, 1996.)

     13. On April 22, 1996, KCPL rejected the Western Resources proposal and
refused even to meet with Western Resources' representatives to discuss the
offer. Later on that date, Western Resources subsequently announced its
intention to take its offer directly to KCPL's shareholders by commencing an
exchange offer for KCPL's shares and soliciting proxies against the Merger.

     14. In response, KCPL, upon information and belief, spent millions of
dollars on advertising and soliciting proxies in an effort to persuade its
shareholders to support the Merger.

     15. The manner in which KCPL and UtiliCorp conducted the proxy campaign
demonstrated a determination to obtain approval for the merger virtually at all
costs and by whatever means possible. KCPL's representatives publicly stated
that even if the shareholders failed to approve the Merger, KCPL would not
consider a merger with Western Resources.


                                       -4-


KCPL's and UtiliCorp's methods exceeded the bounds of a normal hard-fought proxy
contest and included disseminating false and misleading statements in an attempt
to persuade KCPL's shareholders to vote for the Merger.

     16. For example, KCPL did not disclose the actual compensation that could
be provided to Mr. Drue Jennings, President, Chairman and Chief Executive
Officer of KCPL, if the Merger was consummated. Although the KCPL/UtiliCorp
Joint Proxy Statement summarized in the abstract terms and conditions of
proposed employment and severance agreements between Mr. Jennings and the new
post-Merger company, the proxy materials failed to disclose the actual dollar
amounts that Mr. Jennings could be paid and the fact that Mr. Jennings could
resign his employment for any reason after three years and still receive a full
three years worth of severance benefits totaling over $3 million.

     17. Thus, a May 10, 1996 Wichita Business Journal report titled "Question
of Motivation: Jennings' Payout at Issue in Merger," claimed that, based upon
past salary, bonus and benefit levels for Mr. Jennings and his UtiliCorp
counterpart (Richard Green), Mr. Jennings could leave the newly-merged company
relatively soon after the Merger and "could receive more than $6 million, by
some estimates." That report, which used KCPL's and UtiliCorp's public filings
for its calculations and assumptions, stated that "[i]f the range [of Mr.
Jennings' salary] is anywhere near what Green made last year, Jennings could be
looking at a $6 million reason to leave the new company within a few years of a
completed KCPL/UtiliCorp merger."

     18. Rives, along with thousands of other KCPL shareholders, voted his 
shares against the UtiliCorp/KCPL merger with the expectation that his vote 
- -along with the millions of votes cast by other KCPL shareholders - would be 
counted. It became clear that the Merger was in

                                       -5-


jeopardy of not receiving the necessary vote under the Missouri BCL. For
example, in a May 20, 1996 headline, The Wall Street Journal reported that
"UtiliCorp Merger Could be on the Rocks," and "Western Resource's Bid for Kansas
City Power is Gaining Supporters." The Journal article quoted investors and
influential financial analysts who recommended KCPL shareholders vote against
the Merger.

     19. On May 15, 1996, the widely-respected Institutional Shareholder Service
("ISS") recommended that investors vote against the Merger due to "the economic
value of the two offers." Observing that "Western has a proven track record of
successfully working through utility mergers in a way that creates value for
shareholders and savings for customers," the ISS stated that "[u]nder a Western
offer, shareholders would receive a higher premium for their shares and an
implied dividend increase ranging from 20 percent to 30 percent, and they would
retain an interest in a combined company with a stronger balance sheet and
better access to capital markets."

                  KCPL and UtiliCorp Respond to Imminent Defeat

     20. Representatives of KCPL have conceded publicly that KCPL knew that it
would not obtain the required two-thirds approval for the Merger if the
shareholder vote had been permitted to proceed as scheduled on May 22, 1996. As
a result, on May 20, 1996, in order to avoid a negative vote, the KCPL board of
directors unilaterally postponed the shareholder vote on the Merger.

     21. KCPL and UtiliCorp then disclosed a plan intended to achieve precisely
the same objective as the Original Merger Agreement - the merger of KCPL and
UtiliCorp - while contending that the two-thirds voting requirements in ss.
351.425 of the Missouri BCL was


                                       -6-


inapplicable (the "Revised Merger Agreement"). The Revised Merger Agreement
provides for KCPL to issue to UtiliCorp shareholders KCPL shares that were
authorized at the 1992 KCPL annual meeting (pursuant to a proxy statement which
made no reference to the dilution or elimination of voting rights or the
possible future use of authorized shares to accomplish a merger and circumvent
the two-third shareholder vote under Missouri law.) KCPL will then create a new
wholly-owned subsidiary which will then merge with UtiliCorp and, almost
instantaneously, KCPL will merge with the subsidiary in a short-form merger.

     22. KCPL has stated in press releases that despite the change in form, the
transaction remains intended to achieve a merger of UtiliCorp and KCPL and,
other than modification of the exchange ratio (one-to-one instead of
one-to-1.096), the other substantive terms of the merger remain the same.

     23. KCPL contends that the only vote that the newly-structured transaction
is subject to is the New York Stock Exchange requirement of a plurality vote
(50% of those shares voting at the meeting - perhaps as little as 25% of the
total outstanding shares plus one) approving the issuance of KCPL shares.

     24. KCPL's intention to merge with only a plurality vote, besides evading
Missouri law, will deprive KCPL shareholders of the legitimate and expected
fruits of their exercise of the corporate suffrage. KCPL's efforts to
"restructure" its proposed merger with UtiliCorp will also deny its shareholders
other rights provided by Missouri law, including "dissenter's rights" as
provided by Mo. Rev. Stat. ss. 351.405, which requires those shareholders who
object to a merger to be paid fair value in cash for their stock.


                                       -7-



              Western Resources, Rives and Other KCPL Shareholders
             Will Suffer Irreparable Injury Absent Injunctive Relief

     25. Western Resources and Rives have no adequate remedy at law and will
suffer irreparable harm if KCPL is permitted to proceed with a special meeting
and consummate a merger with UtiliCorp without subjecting the transaction to a
two-thirds vote. Rives and the other shareholders will be harmed because their
voting rights under Missouri statute are being altered, undermined and diluted.
Western Resources, as a competing offeror, will be forced to the expense and
distraction of conducting a proxy contest in which the ultimate vote is illegal,
and frustrated in its efforts to acquire KCPL by a merger approved by an illegal
vote.

     26. KCPL will not be harmed in any way by the issuance of a preliminary and
permanent injunction to prohibit KCPL from proceeding with the transaction
proposed by the Revised Merger Agreement because KCPL will merely be required to
comply with Missouri law. Further, KCPL and UtiliCorp cannot consummate the
merger pending regulatory approval which, if granted, would occur sometime in
mid-1997.

     27. The public interest will be served by the issuance of the requested
injunctive relief in that the relief would protect, among other things, the
rights of KCPL's shareholders from being wrongfully denied by KCPL.

     28. KCPL's purpose in entering into the Revised Merger Agreement was to
avoid having to obtain approval of the proposed business combination with
UtiliCorp from the holders of two-thirds of its outstanding shares.

     29. There exists a present case or controversy between KCPL, on the one
had, and Western and Rives, on the other hand, regarding the Revised Merger
Agreement, the acts by


                                       -8-


KCPL lending to its execution and the transaction contemplated by the Revised
Merger Agreement.

     30. On information and belief, KCPL's board of directors has unanimously
approved both the Revised Merger Agreement and the proposed transaction which
renders futile any demand by Rives upon KCPL's board of directors to rescind the
Revised Merger Agreement and desist from the contemplated transaction.

                       COUNT I (Violation of Missouri Law)

     31. Western Resources and Rives repeat and reallege paragraphs 1 through 30
as if fully stated herein.

     32. The transaction contemplated by the Revised Merger Agreement would
accomplish a merger without being subject to the two-thirds vote of outstanding
shares contemplated by ss. 351.425 of the Missouri BCL.

     33. KCPL adopted the revised merger structure merely to avoid compliance
with Missouri law.

     34. The transaction contemplated by the Revised Merger Agreement violates
Missouri law.

                       COUNT II (Breach of Fiduciary Duty)

     35. Western Resources and Rives repeat and reallege paragraphs 1 through 34
as if fully stated herein.

     36. KCPL acts through its board of directors, which in turn, owes fiduciary
duties to Rives and KCPL's other shareholders.


                                       -9-


     37. As set forth above, KCPL's board abrogated their fiduciary duties to
shareholders when it became apparent in the days leading up to May 22 that the
Original Merger Agreement with UtiliCorp would not obtain the required
two-thirds approval of KCPL shares.

     38. In an effort to save its preferred deal with UtiliCorp, KCPL sacrificed
its shareholders' voting rights by entering into the Revised Merger Agreement
and purporting to accomplish the Merger with approval of a minority of
outstanding shares rather than the two-thirds vote required by Missouri law.

     39. These actions by KCPL constitute an unlawful and inequitable
manipulation of KCPL's corporate machinery in order to interfere with
shareholder voting rights and Western Resources' efforts to defeat the Merger
and acquire KCPL.

     40. By reason of the foregoing conduct, KCPL has breached its fiduciary
duties to KCPL's shareholders, including defendant Rives. KCPL has no lawful
motive or justification for the conduct heretofore alleged.

                                PRAYER FOR RELIEF

     WHEREFORE, Western Resources and Rives request judgment as follows:

         (a) Dismissing the Complaint with prejudice;

         (b) Declaring that the Revised Merger Agreement is a "plan of merger or
consolidation" under Missouri General and Business Corporation Law ss. 351.425
and, thus, requires "the affirmative vote of the holders of at least two-thirds
of the outstanding shares entitled to vote;"


                                      -10-


         (c) Declaring that KCPL, through its directors' actions, breached
fiduciary duties to KCPL shareholders by proceeding with a plan designed to
consummate the Revised Merger Agreement based on less than a two-thirds
shareholder vote;

         (d) Enjoining KCPL, preliminary and permanently, from proceeding with a
special meeting at which a vote would be held on the issuance of shares in
connection with the Revised Merger Agreement until this Court determines the
number of votes necessary for approval of that issuance of shares;

         (e) Enjoining KCPL preliminary and permanently, from consummating the
Merger with UtiliCorp unless KCPL receives a vote in accord with the
requirements of Missouri BCL ss. 351.425; and

         (f) Awarding Western Resources and Rives costs and disbursements of
this action and such other and further relief as the Court deems just and
proper.


                                      -11-


                               STINSON, MAG & FIZZELL, P.C.

                               By  /s/ Lawrence M. Berkowitz
                                   -------------------------------------
                                   Lawrence M. Berkowitz        MO 20752
                                   Kurt D. Williams             MO 36957
                                   1201 Walnut Street
                                   Kansas City, Missouri 64106
                                   816-842-8600

                               Attorneys for Defendants Western Resources, Inc.
                               and Robert L. Rives

John L. Hardiman, Esq.
Tariq Mundiya, Esq.
SULLIVAN & CROMWELL
125 Broad Street
New York, New York 10004-2498
Attorneys for Western Resources, Inc. and
Robert L. Rives

John Rosenberg, Esq.
Richard D. Terrill, Esq.
WESTERN RESOURCES, INC.
818 Kansas Avenue
P.O. Box 889
Topeka, Kansas 66601
Attorneys for Western Resources, Inc.


                                      -12-




                             CERTIFICATE OF SERVICE

         I HEREBY CERTIFY that a copy of the foregoing was sent via facsimile
and first class mail this 20th day of June, 1996, to:

         David F. Oliver
         Bryan Cave LLP
         3500 One Kansas City Place
         1200 Main
         Kansas City, Missouri 64105

         and

         Steven J. Rothschild
         R. Michael Lindsey
         Skadden, Arps, Slate, Meagher & Flom
         One Rodney Square
         P.O. Box 636
         Wilmington, Delaware 19899
         Attorneys for Plaintiff.

         Michael E. Waldeck
         Niewald, Waldeck & Brown
         4100 One Kansas City Place
         1200 Main Street
         Kansas City, Missouri  64105
         Attorneys for Intervenor Defendant

                                            /s/ Lawrence M. Berkowitz
                                            -------------------------------
                                            Attorneys for Defendants


                                      -13-



                   IN THE UNITED STATES DISTRICT COURT FOR THE
                          WESTERN DISTRICT OF MISSOURI
                                WESTERN DIVISION

                                                              FILED 11:45
                                                              JUN 17 1996
                                                           R. F. CONNOR, CLK.
                                                          U. S. DISTRICT COURT
                                                             WEST DISTRICT
                                                              OF MISSOURI

KANSAS CITY POWER & LIGHT          )
COMPANY,                           )
                                   )
                  Plaintiff,       )
                                   )
vs.                                )        No. 96-552-CV-W-5
                                   )
WESTERN RESOURCES, INC. and        )
ROBERT T. RIVES,                   )
                                   )
                  Defendants.      )

                                      ORDER

     It is hereby

     ORDERED that pursuant to Federal Rule of Civil Procedure 24, Jack R.
Manson's Motion to Intervene (doc. #5) is granted.

                                           /s/ Scott O. Wright
                                           -----------------------------------
                                                    SCOTT O. WRIGHT

                                           Senior United Stated District Judge

June 7, 1996.




                       IN THE UNITED STATES DISTRICT COURT
                      FOR THE WESTERN DISTRICT OF MISSOURI
                                WESTERN DIVISION

KANSAS CITY POWER & LIGHT                 )
COMPANY,                                  )
                                          )
               Plaintiff,                 )
                                          )
     v.                                  )       Civil Action No. 96-552-CV-W-5
                                          )
WESTERN RESOURCES, INC. and               )
ROBERT T. RIVES,                          )
                                          )
               Defendants                 )

- ------------------------------------------)

JACK R. MANSON                            )
3010 W 84th Terrace                       )
Leawood, Kansas, 66206,                   )
INDIVIDUALLY AND ON BEHALF OF             )
ALL INDIVIDUAL AND/OR                     )
ENTITITES SIMILARLY SITUATED,             )
                                          )
               Intervenor Defendant and   )
               Counterclaim Plaintiff,    )
                                          )
     v.                                   )
                                          )
A. DRUE JENNINGS,                         )
DR. DAVID L. BODDE,                       )
WILLIAM H. CLARK,                         )
ROBERT J. DINEEN,                         )
ARTHUR J. DOYLE,                          )
W. THOMAS GRANT II,                       )
GEORGE E. NETTLES, JR.,                   )
LINDA HOOD TALBOTT, PH.D.,                )
ROBERT H. WEST, and                       )
KANSAS CITY POWER & LIGHT COMPANY         )
a Missouri corporation                    )
                                          )
               Counterclaim Defendants.   )


                     ANSWER AND COUNTERCLAIM IN INTERVENTION

                                     ANSWER

     Intervenor Defendant, Jack R. Manson, for his Answer alleges as follows:



                                    EXHIBIT B


     1. Intervenor admits PARAS 1-2 of the complaint.

     2. Intervenor admits PARA 3 of the complaint, except for the averments
concerning the "objective of the Revised Merger Agreement," and the "superior
economic terms" thereof which are denied.

     3. Intervenor admits the averments of PARA 4 that Western Resources has
commenced an exchange offer for KCP&L stock, and has solicited votes against the
approval of the Original Merger Agreement. Intervenor is without knowledge or
information sufficient to form a belief as to the other averments of P. 4 of the
complaint.

     4. Intervenor is without knowledge or information sufficient to form a
belief as to the averments of PARAS 5-8 of the complaint.

     5. Intervenor admits PARAS 9-10 of the complaint.

     6. Intervenor admits the averments of PARA 11 to the extent that on January
19, 1996, KCP&L entered into a merger agreement with UtiliCorp United Inc.
Intervenor is without knowledge or information sufficient to form a belief as to
the remaining averments of PARA 11.

     7. Intervenor admits PARA 12 of the complaint.

     8. Intervenor admits the averments of PARA 13 to the extent that on 
April 14, 1996, Western Resources made an unsolicited merger proposal whereby 
KCP&L shareholders would receive $28 worth of Western Resources common stock 
for each KCP&L share. Intervenor is without knowledge or information 
sufficient to form a belief as to the remaining averments of PARA 13.


                                       -2-


     9. Intervenor admits the PARA 14 of the complaint to the extent that WRI 
public announced its delivery. Intervenor is without knowledge or information 
sufficient to form a belief as to the remaining averments of PARA 14.

     10. Intervenor admits the averments of PARA 15 to the extent that 
Western Resources issued a press release on April 22, 1996, the contents of 
which speaks for itself and denies the remainder.

     11. Intervenor admits the PARA 16 of the complaint.

     12. Intervenor admits the first sentence of PARA 17 of the complaint, 
and is without knowledge or information sufficient to form a belief as to the 
remaining averments of PARA 17.

     13. Intervenor is without knowledge or information sufficient to form a 
belief as to the averments of PARAS 18 and 19 because all the terms of the 
Revised Merger Agreement have not been made public to the best of 
intervenor's knowledge.

     14. Intervenor admits that PARAS 20-21 of the complaint purportedly 
described the Revised Merger Agreement, as announced on May 20, 1996. 
Intervenor is without knowledge or information sufficient to form a belief 
with respect to the remaining averments of PARAS 20-21.

     15. Intervenor is without knowledge or information sufficient to form a 
belief with respect to the allegations of PARAS 22-23.

     16. Intervenor admits the averments of PARA 24 that defendant, Rives has 
standing to challenge the Revised Merger Agreement but, in light of his 
purported alignment with Western Resources, Intervenor denies that Rives is 
adequate to represent the interest


                                       -3-


of the other KCP&L stockholders who will necessarily be bound and affected by 
the terms of any declaratory judgment issued by the Court.

     17. Intervenor admits the averment in PARA 25 that Rives has standing to 
challenge the Revised Merger Agreement, and is without knowledge or 
information sufficient to form a belief with respect to the remaining 
allegations.

     18. Intervenor is without knowledge or information sufficient to form a 
belief as to the averments in PARA 27.

     19. The allegations of PARA 28 of the complaint calls for a legal 
conclusion and therefore are neither admitted or denied.

     20. Intervenor is without knowledge or information sufficient to form a 
belief with respect to the allegations of PARA 29 of the complaint.

     21. The allegations of PARAS 30-31 of the complaint call for a legal 
conclusion and therefore are neither admitted or denied.

     22. Intervenor denies PARAS 33-34 of the complaint.

     23. The allegations of PARAS 35-36 of the complaint call for a legal 
conclusion and, therefore are neither admitted or denied.

     24. Intervenor denies PARAS 38-39 of the complaint.

     25. The allegations of PARAS 40-41 of the complaint call for a legal 
conclusion and therefore are neither admitted or denied.

                              AFFIRMATIVE DEFENSES

     1. Plaintiff's claims are barred by fraud and inequitable conduct.


                                       -4-



     2. Plaintiff's claims are barred by doctrines of estoppel and unclean
hands.

     3. Plaintiff's claims are barred because its conduct in connection with the
subject matter of the complaint is illegal and ultra vires.

     4. Plaintiff's claims are barred because Plaintiff fails to state a claim
upon which relief can be granted.

                                  COUNTERCLAIM

     Counterclaim Plaintiff alleges upon personal knowledge as to his own acts
and upon information and belief as to all other matters as follows:

                                   I. PARTIES

     1. Intervenor Defendant and Counterclaim Plaintiff Jack R. Manson
("Intervenor") is, and was at all relevant times, a resident and citizen of the
State of Kansas. Mr. Mason is, and was at all relevant times, a Kansas City
Power & Light Company shareholder.

     2. Counterclaim defendant (hereinafter "Defendant") Kansas City Power &
Light Company is, and was at all relevant times, a Missouri corporation, doing
business in the State of Missouri whose executive offices are located at 1201
Walnut Street, Kansas City, Missouri 64106. KCPL has approximately 61,900,000
shares issued and outstanding which are listed and traded on the New York Stock
Exchange.


                                       -5-


     3. The following individual counterclaim defendants (hereinafter
"Defendants" or "Director Defendants") were at all relevant times directors
and/or executive officers of KCPL: Drue Jennings, Dr. David L. Bodde, William
H. Clark, Robert J. Dineen, Arthur J. Doyle, W. Thomas Grant II, George E.
Nettels, Jr., Dr. Linda Hood Talbott and Robert H. West.

     4. By reason of their positions as officers and/or directors of KCPL and
their ability to control the business and corporate affairs of KCPL, the
Director Defendants owe KCPL shareholders fiduciary obligations of due care,
entire fairness, candor, trust and loyalty, and are required to manage the
affairs of the corporation in a fair, just and equitable manner and act in
furtherance of the best interests of KCPL and its shareholders.

                           II. JURISDICTION AND VENUE

     5. Jurisdiction is proper pursuant to 28 U.S.C. ss. 1367 because intervenor
seeks to intervene as a defendant in the case concerning the conduct of a
Missouri corporation, Kansas City Power & Light Company.

     6. Venue is proper pursuant to 28 U.S.C. ss. 1391(a)(2) because a
substantial portion of the events or omissions giving rise to the claims in this
lawsuit arose in the judicial district.


                                       -6-


                         III. BACKGROUND TO COUNTERCLAIM

     A. The Changing Climate in the Energy Industry

     7. KCPL is an energy company whose primary business function is to produce
low-cost electric power for its customers and to provide energy-related products
and services. As of January 1996, KCPL served over 430,000 customers including
379,000 residences, 50,000 commercial firms, and 3,000 industrials,
municipalities and other electric utilities.

     8. Two other local and regional companies are significant players in the
energy industry: UtiliCorp Inc., ("UCU") a Delaware corporation with its
principal place of business in Kansas City, Missouri and Western Resources Inc.,
("WRI") a Kansas corporation with its principal place of business in Topeka,
Kansas.

     9. As noted by KCPL in a recent communication to its shareholders, the
energy industry has entered a time of "accelerating change that will have a
significant impact on the future competitive position of utility based energy
companies and their ability to maintain and increase earnings."

     10. As a result of these perceived fundamental changes facing the industry,
KCPL embarked upon a plan to explore various business strategies and
combinations.

     B. The Initial Proposed KCPL/UtiliCorp Merger

     11. On January 22, 1996, KCPL announces that KCPL and UCU had entered into
an Agreement and Plan of Merger dated as of January


                                       -7-


19, 1996 (the "Initial Merger Agreement"), which, when effectuated, would create
the twelfth largest gas and electric company in the United States. Pursuant to
the Initial Merger Agreement, KCPL and UCU would merge with and into K.C. United
Corp. ("KCU"), a corporation formed to effectuate the proposed merger. Under the
Initial Merger Agreement, each share of KCPL common stock would be exchanged for
one KCU common share and each share of UCU stock would be exchanged for 1.096
KCU shares.

     12. On April 4, 1996, KCPL sent proxy materials (the "Proxy") to its
shareholders seeking shareholder approval for such a merger. Missouri law, which
governs the conduct of KCPL, requires the affirmative vote of two-thirds of the
shares outstanding for a merger. The proxy sent to the KCPL shareholders
regarding the UCU merger were to be voted at the annual meeting of KCPL
shareholders held on May 22, 1996.

     13. The Proxy expressly identified the fundamental changes facing the
utility industry, underscoring the need for action like the proposed merger:

          public utility companies face increased business risks and limits
          to their ability to grow earnings through rate base increases and
          are, therefore, pursuing various business combinations in order
          to reduce risk and create new avenues and opportunities for
          earnings growth.... In response to intensified competition,
          public utilities have sought and, KCPL and UCU believe, will
          continue to seek opportunities to create efficiencies and control
          future costs through consolidation.

     14. At a shareholder's meeting on Tuesday, April 23, 1996, KCPL's Chairman
of the Board and President, Drue Jennings, explained that the KCPL Board has
chosen some time ago to move from


                                    -8-


the position of a monopoly-based utility model. Jennings explained at this
meeting that the KCPL Board has considered many options, including various
combinations and break-up(s), and found a "good friend" and "outstanding
company" in UCU.

     15. Certain members of the KCPL's and UCU's management and Board of
Directors have interests in the Merger that are in addition to the interests of
stockholders of KCPL and UCU generally and may conflict with the interests of
the shareholders. These conflicting interests were considered, among other
matters, when KCPL recommended and approved the Initial Merger Agreement. These
conflicts include certain payments which will become payable in connection with
the Merger, including a potential six million dollar payment to Jennings. Each
of KCPL's five most highly compensated executive officers have entered into
lucrative KCPL Severance Agreements.

     C. The Misdisclosures In The Proxy Information To Date

     16. At all times relevant hereto, KCPL has represented to its shareholders
that it has evaluated its options in the changing utility market and believes
that "the terms of the merger with UCU are fair to and in the best interests of,
KCPL's shareholders." Such a representation implies a careful and studied
analysis of the options available to the company, leading to the company's
recommendation that the UCU merger is appropriate.

     17. The Proxy did not disclose, and the shareholders may not be properly
advised, that all options were not considered and the


                                       -9-


company's evaluation of options was incomplete because WRI - a significant force
and presence in the energy industry - has been consistently rebuffed on all
occasions by KCPL and was not given the opportunity to meaningfully explore a
business relationship with KCPL. In contrast, KCPL has given full access to
information to UCU and entered into board-based merger discussions with UCU.

     18. Further, the Proxy did not disclose and the shareholders may not be
properly advised that:

          a. the KCPL Board failed to give WRI the opportunity to make a
     presentation to the KCPL Board prior to entering into the UCU merger
     agreement even though WRI reportedly requested this opportunity;

          b. a "long-simmering" rivalry reportedly exists between Defendant
     Jennings and WRI's C.E.O., John E. Hayes, Jr.;

          c. substantial synergies of approximately one billion dollars would
     result from any merger with WRI which were superior to the UCU synergistic
     benefits.

     19. In addition, subsequent materials sent to shareholders in the proxy
contest are misleading. Specifically, in a letter to the shareholders of April
21, 1996 from KCP&L's Jennings, shareholders are told, "you should know that,
less than a year ago, Western estimated savings of less than half [of one
billion dollars]. It is clear to us that Western manipulated its proposal to
create the illusion of value."

          a. This statement is, and was at the time made, incorrect because KCPL
     merely compared the savings numbers to


                                      -10-


     the preliminary estimates discussed in the past. The earlier estimated were
     intended only to determine whether the minimum level of savings required
     for the financial success of a no premium merger between WRI and KCPL could
     be achieved.

          b. In addition, WRI's one billion dollar savings estimate has been
     supported by a detailed analysis conducted by WRI management and assisted
     by Deloitte Touche which KCPL knew, or should have known, from the Kansas
     Corporation Commission filing of April 15, 1996.

     D. WRI's Tender Offer

     20. Having been rebuffed at every turn by management and directors of KCPL,
WRI was left with only one alternative: to make its superior offer directly to
KCPL stockholders. On or about April 14, 1996, WRI announced its offer which
included, inter alia, the following salient features:

          a. WRI and KCPL would merge in a stock-for-stock transaction valued at
     approximately $1.7 billion, or $28 per KCPL common share, as compared to
     $26.77 per KCPL share in the initial UCU merger proposal.

          b. WRI would pay an initial dividend of $1.92 per share as compared to
     a dividend of $1.56 per share in the UCU merger.

          c. All constituents - shareholders, customers, employees and the
     community - would benefit from the merger because of the natural synergies
     arising from, for example,


                                      -11-


     overlapping service territories. Further, WRI identified more than $1
     billion in aggregate cost savings during the first 10 years which would
     reportedly be achieved without layoffs, and with lower electric rates for
     both KGE and KCPL customers. WRI also proposed a five-year moratorium on
     electric rate increases for KCPL, KPL and KGE retail customers.

          d. WRI's stronger bond rating (A-), compared to UCU's bond rating
     (BBB).

          e. WRI's national marketing reach through its Westar products.

     21. On April 22, 1996, KCPL advised WRI that its Board of Directors
unanimously rejected WRI's proposal, stating that KCPL intended to complete the
merger with UCU.

     22. Following KCPL's rejection of WRI's offer, WRI and certain KCPL
shareholders with whom it was aligned, including Robert L. Rives, solicited KCPL
shareholders to vote against the approval of the original merger agreement at
the May 22, 1996 meeting. WRI also publicly announced its intention to commence
an exchange offer for any and all KCPL shares.

     23. UCU originally took the position prior to the time that KCPL was
required to respond to WRI, that it would not better its proposal in any
respect, in light of the WRI proposal. Finally, -- days before the voting
deadline - KCPL and UCU announced a modest dividend increase. In response, WRI
increased its dividend projection as well.


                                      -12-


     E. The Possibility Of Defeat For The KCPL/UCU Proposed Merger

     24. Many analysts following KCPL stock have consistently held the view that
the WRI bid is superior to the UCU proposal.

     25. In the days immediately preceding the annual meeting, analyst
Mary-Ellen Robinson of Institutional Shareholder Services recommended that large
institutional investors reject the proposed merger.

     F. The Revised Merger Agreement Disenfranchised KCPL Shareholders

     26. On Monday, May 20, 1996, faced with a possible loss at the shareholders
meeting scheduled for May 22, KCPL and Utilicorp announced a Revised Merger
Agreement and cancelled the vote on the Original Merger Agreement. The Revised
Merger Agreement, if culminated, would not require approval of two-thirds of the
KCPL Shareholders.

     27. The Revised Merger Agreement is structured as a "reverse triangular"
merger, meaning that KCPL will establish a nominal subsidiary to act as a
conduit through which Utilicorp could be merged into KCPL.

     28. By crafting the Revised Merger Agreement in this way, the KCPL Board
has eliminated the shareholders' statutory right to select its merger candidate
by two-thirds affirmative vote of all outstanding shares or to seek appraisal of
the value of their shares if they dissent from the merger. In its place, KCPL
has substituted the statutory "short form" merger device under which


                                      -13-



KCPL shareholders have no statutory right to vote and no appraisal rights if
they vote against the merger. Under New York Stock Exchange rules, only a quorum
of shareholders present at a special meeting need vote.

     29. Apparently recognizing the questionable nature of their recent
restructuring, KCPL has sought to preempt WRI and all affected shareholders by
filing a declaratory judgment in this Court seeking a judgment that the Revised
Merger Agreement was adopted in accordance with Missouri law and that KCPL and
its directors, officers and agents (who are not even named parties in the
declaratory judgment proceeding) acted "lawfully and in compliance with all
legal and equitable duties in connection with the abandonment of the original
Merger Agreement and the adoption of the Revised Merger Agreement."

     30. By rejecting WRI's offer out of hand, and, when faced with the
possibility of a losing vote on the UCU merger, putting off the vote and
restructuring the Initial Merger Agreement in order to deprive shareholders of
their statutory rights to select a merger candidate by two-thirds of the
outstanding shares and to seek appraisal rights if they dissent, KCPL has
foreclosed fundamental shareholders rights without legitimate justification. The
delay in the vote and Revised Merger Agreement is an unreasonable and
disproportionate response to any threat to KCPL's corporate strategy which was
presented by WRI's superior offer.

     31. KCPL has also represented in its pleading in this case the Initial
Merger Agreement was revised to assuage UCU's


                                      -14-



"demands." The plain impetus for restructuring the transaction was to obviate
the two-thirds shareholder vote requirement found in Missouri law.

                          IV. CLASS ACTION ALLEGATIONS

     32. Intervenor brings this action on behalf of himself and, under Federal
Rule of Civil Procedure 23 as a representative of a class (referred to herein as
the "Class" or the "Plaintiff Class"), defined as follows:

               All persons or entities who owned KCPL stock on the
               record date, April 3, 1996 or their successors in
               interest. Excluded from the Class are all Defendants,
               officers and directors of UCU, and the respective
               subsidiaries and affiliates of either KCPL or UCU.

     33. Members of the Class number in excess of 5,000 and joinder is,
therefore, impracticable. Because the Class is limited to stockholders during
the relevant time period, the Class is readily identifiable from information and
records in the possession of the defendants.

     34. Intervenor's claims are typical of the members of the Class.
Counterclaim Plaintiff and all members of the Class were damaged by the same
wrongful conduct by the defendants.

     35. Intervenor will fairly and adequately protect and represent the
interests of the Class. The interests of


                                      -15-


Counterclaim Plaintiff are coincident with, and not antagonistic to, those of
the Class.

     36. Intervenor is represented by counsel who are experienced and competent
in the prosecution of class action litigation.

     37. The prosecution of separate actions by or against KCPL shareholders
would create a risk of

          a. inconsistent or varying adjudication with respect to individual
     members of the class which would establish incompatible standards of
     conduct for the party opposing the class, or

          b. adjudications with respect to individual members of the class which
     would as a practical matter be dispositive of the interest of the other
     members not parties to the adjudications or substantially impair or impede
     their ability to protect their interests.

     38. KCPL has acted or refused to act on grounds generally applicable to the
class, thereby making appropriate final injunctive relief or corresponding
declaratory relief with respect to the class as a whole.

     39. Questions of law and fact common to the members of the Class also
predominate over questions, if any, that may affect only individual members
because defendants have acted on grounds generally applicable to the entire
class.

     40. Questions of law and fact common to the Class include:


                                      -16-


          a. whether the defendants breached their fiduciary duties to the
     shareholders at any time during the review of the WRI recent proposal;

          b. whether the defendants exercise their duty of care in appropriately
     reviewing all of the relevant data necessary to understand and act upon the
     WRI proposal;

          c. whether the long-standing rivalry between Messrs. Hayes and
     Jennings motivated, affected or impacted, in any way, the KCPL rejection of
     the WRI proposal;

          d. whether the Board, or certain members thereof, in preferring the
     lower UCU transaction over the higher Western offer were motivated by
     conflicts of interest;

          e. whether the UCU proposal is substantially inferior to the WRI
     proposal;

          f. whether the Revised Merger Agreement was unreasonable and
     disproportionate with respect to WRI's higher offer;

          g. whether the Revised Merger Agreement complies with Missouri law;
     and

          h. whether appraisal rights must be recognized by KCPL under the
     Revised Merger Agreement and/or applicable law.

     41. Class action treatment is the superior method for the fair and
efficient adjudication of this controversy, in that, among other things, such
treatment will permit a large number of similarly situated persons to prosecute
their common claims in a single forum simultaneously, efficiently and without 
the


                                      -17-


unnecessary duplication of evidence, effort, and expense that numerous
individual actions would engender. The benefits of proceeding through the class
mechanism, including providing injured persons or entities with a method for
obtaining redress on claims that it might not be practicable to pursue
individually, substantially outweigh any difficulties that may arise in
management of this class action.

     42. Intervenor knows of no difficulty to be encountered in the maintenance
of this action that would preclude its maintenance as a class action.

                              V. CLAIMS FOR RELIEF

                                     COUNT I
                            BREACH OF FIDUCIARY DUTY

     43. Counterclaim Plaintiff incorporates by reference, as though fully set
forth herein, the allegations contained in the paragraphs above.

     44. Under Missouri law, directors of a corporation owe fiduciary duties to
shareholders and must act in the best interests of the shareholders.

     45. By reason of the foregoing, the defendants have violated their
fiduciary duties to Counterclaim Plaintiff and the Class by, inter alia, failing
to adequately inform themselves of and to consider the WRI offers, in preferring
a transaction with UCU for reasons unrelated to the best interests of the KCPL
shareholders and other constituent groups, in making material misstatements and


                                      -18-



omissions of material fact as set forth herein, in delaying the vote on the
merger, and in adopting the Revised Merger Agreement to circumvent statutory
voting and appraisal rights of Counterclaim Plaintiff and members of the
putative class which is a disproportionate and unreasonable response to any
threat posed by WRI's superior offer.

     46. As a result of the actions of defendants, Counterclaim Plaintiff and
the other members of the Class have been and will be irreparably damaged in that
they have not and will not receive their fair proportion of the value of KCPL's
assets and businesses nor a fair price for the investment in KCPL, and are being
deprived of appropriate safeguards and statutory rights designed to ensure that
they will receive a fair price.

     47. Unless enjoined by this Court, defendants will continue to breach their
fiduciary duties owed to Counterclaim Plaintiff and the other members of the
Class, including depriving shareholders of their statutory voting rights and
appraisal rights, thereby irreparably harming the members of the Class.

     48. Unless enjoined by the Court, the Director Defendants will continue to
breach their fiduciary duties owed to Counterclaim Plaintiff and the other
members of the Class.

     49. Counterclaim Plaintiff and the Class have no adequate remedy of law.


                                      -19-



                              VI. PRAYER FOR RELIEF

     WHEREFORE, Counterclaim Plaintiff demands that judgment and preliminary and
permanent relief, including injunctive relief, in their favor and in favor of
the Class and against counterclaim defendants as follows:

          a. an order certifying this Class as a class action and designating
     Counterclaim Plaintiff and the undersigned counsel as representative and
     class counsel, respectively;

          b. declaring and decreeing that defendants' conduct constituted a
     breach of fiduciary duties of the Director Defendants to the Class and is
     therefore unlawful;

          c. enjoining the defendants from proceeding with the Revised Merger
     Agreement as structured and enjoining the defendants from taking any
     action, including the implementation of any anti-takeover device, with the
     effect of impeding or eliminating (i) KCPL's shareholders voting rights or
     (ii) WRI or other interested bidder from presenting its offer to KCPL
     stockholders;

          d. requiring the Director Defendants to fulfill their fiduciary duties
     to shareholders by exploring appropriate offer(s) and accepting the most
     reasonable offer obtainable for all constituents including specifically,
     the public shareholders and by permitting the shareholders to make a merger
     decision in accordance with statutory rights and with full information;


                                      -20-




          e. rescinding, to the extent already implemented, any merger agreement
     or any of the terms thereof;

          f. awarding Counterclaim Plaintiff and the Class appropriate
     compensatory damages;

          g. awarding Counterclaim Plaintiff and the costs and disbursements of
     this action, including reasonable attorneys' and experts' fees and, if
     applicable, pre and post-judgment interest; and

          h. such other equitable and declaratory relief as this Court deems
     just and proper.

                           VII. DEMAND FOR JURY TRIAL

     50. Intervenor and Counterclaim Plaintiff hereby makes demand for jury
trial on all issues which may be properly tried to a jury.

                                              Respectfully submitted,

                                              NIEWALD, WALDECK & BROWN



                                              /s/ Angela K. Green
                                              ----------------------------------
                                              Michael E. Waldeck       MO #18977
                                              William J. DeBauche      MO #32674
                                              Angela K. Green          MO #35237
                                              Michael E. Griffin       MO #32986
                                              1200 Main Street, Suite 4100
                                              Kansas City, Missouri 64105
                                              Telephone: (816) 471-7000
                                              Facsimile: (816) 474-0872

                                              OF COUNSEL:

                                              LOWEY, DANNENBERG, BEMPEROD
                                                & SELINGER, P.C.

                                              David Harrison
                                              747 Third Avenue, 30th Floor
                                              New York, New York 10017
                                              Telephone: (212) 759-2504
                                              Facsimile: (212) 593-0201



                   IN THE UNITED STATES DISTRICT COURT FOR THE
                          WESTERN DISTRICT OF MISSOURI
                                WESTERN DIVISION
                                                       FILED 5:00
                                                       JUN 27 1996
                                                     R. F. CONNOR, CLK.
                                                    U. S. DISTRICT COURT
                                                      WEST DISTRICT
                                                       OF MISSOURI
KANSAS CITY POWER & LIGHT                 )
COMPANY,                                  )
                                          )
                  Plaintiff,              )
                                          )
      vs.                                 )     Civil Action No. 96-552-CV-W-5
                                          )
WESTERN RESOURCES, INC. and               )
ROBERT T. RIVES,                          )
                                          )
                  Defendants.             )
                                          )
- ------------------------------------------
                                          )
JACK MANSON, individually and on          )
behalf of all individual and/or           )
entities similarly situated,              )
                                          )
               Intervenor Defendant and   )
               Counterclaim Plaintiff,    )
                                          )
      vs.                                 )
                                          )
A. DRUE JENNINGS, DR. DAVID L. BODDE,     )
WILLIAM H. CLARK, ROBERT J. DINEEN,       )
ARTHUR J. DOYLE, W. THOMAS GRANT II,      )
GEORGE E. NETTELS, JR., LINDA HOOD        )
TALBOTT, Ph.D., ROBERT H. WEST, and       )
KANSAS CITY POWER & LIGHT CO., a          )
Missouri corporation.                     )
                                          )
                  Counterclaim Defendants.)


                    PLAINTIFF'S REPLY TO THE COUNTERCLAIM OF
                   WESTERN RESOURCES, INC. AND ROBERT L. RIVES
              AND COUNTERCLAIM OF KANSAS CITY POWER & LIGHT COMPANY

     Plaintiff and Counterclaim Defendant, Kansas City Power & Light Company
("KCPL"), by its attorneys, as and for its Reply to the Counterclaim of Western
Resources, Inc. ("Western Resources") and Robert L. Rives, states and alleges as
follows:




                           NATURE OF THE COUNTERCLAIM

     1. Denied, except KCPL admits that the Counterclaim purports to seek a
declaratory judgment and injunction to enjoin KCPL from continuing to violate
Missouri General and Business Corporation Law ("Missouri BCL") and from
breaching fiduciary duties owed to KCPL shareholders. It is specifically denied
that KCPL and its directors have violated, or will violate, the Missouri General
and Business Corporation law and/or fiduciary duties owed to KCPL shareholders.

     2. Denied, except KCPL admits that KCPL restructured a proposed business
combination with UtiliCorp United Inc. ("UtiliCorp") (the "Merger"), cancelled
the vote on the Merger and the announced plans to consummate a restructured
business combination with UtiliCorp.

     3. Denied. For further answer, KCPL avers that the Revised Merger Agreement
speaks for itself.

     4. Admitted.

     5. Admitted.

     6. Admitted.

     7. The allegations of PARA 7 of the Counterclaim state conclusions of law
to which no responsive pleading is required.

     8. Admitted.

     9. KCPL admits the first sentence of PARA 9 and denies the second sentence
of PARA 9.

     10. Admitted.

     11. Denied, except admitted that KCPL's Notice of Annual Meeting speaks for
itself.


                                        2



     12. KCPL denies the first sentence of PARA 12, except KCPL admits that on
April 14, 1996, Western proposed a merger to KCPL. KCPL denies the second
sentence of PARA 12 and admits the third and fourth sentence of PARA 12.

     13. The first sentence of paragraph 13 is denied, except it is admitted
that KCPL issued a press release on April 22, 1996, which speaks for itself. The
second sentence of PARA 13 is admitted.

     14. Denied, except that KCPL admits that its proxy solicitation expenses
exceeded $1 million.

     15. KCPL denies the first sentence of PARA 15, is without knowledge or
information sufficient to form a belief as to the truth of the allegations of
the second sentence of PARA 15, and denies the third sentence of PARA 15.

     16. Denied, except KCPL admits that the KCPL/UtiliCorp Joint Proxy
Statement did not disclose the actual dollar amounts that Mr. Jennings could be
paid if the Merger were consummated. It is specifically denied that KCPL had any
duty to state any matter that P. 16 alleges that KCPL failed to disclose.

     17. Denied, except KCPL admits that on May 10, 1996, the Wichita Business
Journal published an article entitled "Question of Motivation: Jennings' Payout
at Issue in Merger," which article speaks for itself.

     18. KCPL is without knowledge or information sufficient to form a belief as
to the truth of the allegations of the first sentence of PARA 18 of the
Counterclaim. KCPL admits the second sentence of PARA 18. KCPL denies the
allegations of the third and fourth sentences of PARA 18, except it admits that
on May 20, 1996, The Wall Street Journal published an article entitled
"UtiliCorp Merger Could Be On The Rocks," which article speaks for itself.


                                        3




     19. Denied, except admitted that Institutional Shareholder Services issued
a report on May 15, 1996, which report speaks for itself.

     20. Denied, except admitted that on or about May 20, 1996, KCPL disclosed
that the shareholder vote on the Original Merger would not be held.

     21. Denied, except admitted that KCPL and UtiliCorp entered into a Revised
Merger Agreement which speaks for itself, that KCPL and UtiliCorp disclosed that
they had done so, and that the Revised Merger Agreement provides for KCPL to
issue to UtiliCorp shareholders KCPL shares that were authorized at the 1992
KCPL Annual Meeting.

     22. Denied, except KCPL admits that from time to time it has issued press
releases, which speak for themselves.

     23. Denied.

     24. Denied.

     25. Denied.

     26. Denied, except KCPL admits that KCPL and UtiliCorp cannot consummate
the Merger pending regulatory approval which, if granted, would occur sometime
in mid-1997.

     27. Denied.

     28. Denied.

     29. The allegations of PARA 29 of the Counterclaim state conclusions of
law to which no responsive pleading is required.

     30. Denied, except KCPL admits that KCPL's Board of Directors has
unanimously approved the Revised Merger Agreement and the proposed transaction.

     31. KCPL repeats and realleges paragraphs 1 through 30 as though fully
stated herein.


                                        4



     32. Denied.

     33. Denied.

     34. The allegations of PARA 34 of the Counterclaim state conclusions of law
to which no responsive pleading is required. To the extent a responsive pleading
is required, the allegations of PARA 34 are denied.

     35. KCPL repeats and realleges paragraphs 1 through 34 as if fully stated
herein.

     36. The allegations of PARA 36 of the Counterclaim state conclusions of law
to which no responsive pleading is required. To the extent a responsive pleading
is required, KCPL admits the allegations of PARA 36.

     37. Denied.

     38. Denied.

     39. Denied.

     40. Denied. 

                           FIRST AFFIRMATIVE DEFENSE

     41. Western Resources lacks standing to assert the Counterclaim of Western
Resources, Inc. and Robert L. Rives.

                           SECOND AFFIRMATIVE DEFENSE

     42. Western Resources and Rives both failed to comply with the requirements
of Federal Rule of Civil Procedure 23.1.


                                        5



                            THIRD AFFIRMATIVE DEFENSE

     43. Western Resources and Rives both failed to demand of the directors of
KCPL that they cause the corporation to bring the claims alleged in the
Counterclaim of Western Resources, Inc. and Robert L. Rives.

                           FOURTH AFFIRMATIVE DEFENSE

     44. Western Resources and Rives both failed to demand of the stockholders
of KCPL that they cause the corporation to bring the claims alleged in the
Counterclaim of Western Resources, Inc. and Robert L. Rives.

                            FIFTH AFFIRMATIVE DEFENSE

     45. Western Resources comes to equity with unclean hands.

                            SIXTH AFFIRMATIVE DEFENSE

     46. Rives comes to equity with unclean hands.

                           SEVENTH AFFIRMATIVE DEFENSE

     47. Western Resources and Rives have an adequate remedy at law. 

     WHEREFORE, KCPL respectfully requests judgment:

     (a) Dismissing the Counterclaim of Western Resources, Inc. and Robert L.
Rives in its entirety;

     (b) Awarding KCPL its costs and disbursements; and

     (c) Awarding KCPL such other and further relief as the Court deems just and
proper.


                                        6



                                 COUNTERCLAIM

     Plaintiff Kansas City Power & Light Company ("KCPL"), by its undersigned
attorneys, for its counterclaim to the counterclaims of defendants Western
Resources and Robert L. Rives, alleges as follows:

     1. Plaintiff incorporates the allegations of its Complaint as if fully set
forth herein.

                             Nature of Counterclaim

     2. Plaintiff brings this Counterclaim against defendant Western Resources,
Inc. ("Western Resources") in response to its violations of the Securities
Exchange Act of 1934 and rules and regulations promulgated thereunder. In
furtherance of its effort to prevent the creation of a formidable competitor
through consummation of the contemplated strategic combination between KCPL and
UtiliCorp United, Inc. ("UtiliCorp"), Western Resources has orchestrated and is
attempting to execute a campaign of intentionally misleading statements and
omissions originally designed to induce KCPL shareholders to vote against the
original KCPL/UtiliCorp merger agreement (the "Original Merger Agreement") at
the May 22, 1996 Annual Meeting of KCPL shareholders and now intended to disrupt
the vote on the Revised Merger Agreement scheduled for August 14, 1996.

     3. Specifically, Western Resources has intentionally disseminated public
statements designed to create the false impression that its proposal to merge
with KCPL, and its yet-to-be-commenced exchange offer, represent a concrete,
viable, definitely available, and financially superior alternative to the
KCPL/UtiliCorp combination. In fact, both Western Resources' merger proposal and
its yet-to-be-commenced exchange offer are highly conditional and subject to
substantial risk of non-consummation. None of these conditions and risks have


                                        7



been adequately disclosed in Western Resources' public statements or proxy
materials. Additionally, the purported value of its proposal is dependent upon
intentionally inflated merger savings estimates and unreasonable regulatory
assumptions, which is a material fact that Western has failed to disclose.

     4. Western's illegal actions have caused KCPL to sustain damages in the
form of proxy solicitation expenses and other costs, and its continuing illegal
conduct will continue to cause such damages.

                             Jurisdiction and Venue

     5. This Court has jurisdiction of the subject matter of this action
pursuant to 28 U.S.C. ss.1331 and Section 27 of the Securities Exchange Act of
1994 (the "Exchange Act"), 15 U.S.C. ss.78 aa.

     6. Venue is proper in this judicial district pursuant to 28 U.S.C. ss.1391
and 15 U.S.C. ss.78 aa.

         Western Resources' Campaign of Misinformation and Manipulation

     7. On April 14, 1996, Western Resources sent to Mr. Drue Jennings, KCPL's
Chairman and CEO, a letter proposing a merger in which each KCPL shareholder
would purportedly receive $28 worth of Western Resources common stock for each
KCPL share. The proposal was unsolicited and represented a hostile attempt to
frustrate KCPL's and UtiliCorp's previously announced efforts to consummate the
strategic combination contemplated by the Original Merger Agreement.

     8. 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. As
expected and intended by Western


                                        8



Resources, the text of the April 14 letter was published and disseminated by the
news services to which it was released.

     9. The public announcement and dissemination of the Western Resources
letter was the first step in a campaign of false and misleading public
statements intended by Western Resources as a last-minute attempt to derail the
formation of a formidable competitor, i.e., to prevent the combination of KCPL
and UtiliCorp. Western Resources' strategy has been to create the false
impression among KCPL stockholders that the Western Resources proposal offers a
financially superior, viable, and available alternative to the KCPL/UtiliCorp
combination. This false impression was originally intended to induce KCPL
stockholders to vote against the combination at the May 22, 1996 Annual Meeting
of KCPL's stockholders.

     10. Further, Western's campaign of misinformation was intended to
manipulate the market for KCPL shares by inducing arbitrageurs to purchase KCPL
shares from relatively risk-averse KCPL shareholders who wished to realize the
cash market value of their shares rather than invest for the long term. Western
acted on the belief that arbitrageurs would purchase KCPL shares in response to
an offer by Western and would be likely to favor Western's offer.

     11. In furtherance of Western's fraudulent and manipulative scheme, the
April 14 letter contained, inter alia, the following false and misleading
statements:

     o    The Western Resources proposal represented a 17% premium. In fact, the
          value of Western Resources stock to be received in the proposed
          Western Resources merger is dependent upon Western Resources' ability
          to achieve highly inflated merger cost savings estimates of over $1
          billion over ten years and upon its unprecedented assumption that
          regulators will permit it to retain 70% of such savings. Not
          surprisingly, the fact that its savings estimates are overstated and
          that its regulatory allocation assumptions are unprecedented are not
          mentioned in Western Resources' April 14 letter.

     o    The Western Resources proposal represented a 27% increase in the
          dividend rate currently paid to KCPL shareholders. This statement is
          misleading in that if Western Resources cannot achieve its inflated
          cost


                                        9



          savings estimates, keep most of them, and avoid adverse
          regulatory treatment, it will not maintain its dividend at the
          proposed level. Again, the fact that its savings estimates are
          inflated and that its proposed regulatory treatment is
          unprecedented is nowhere mentioned in its April 24, 1996
          letter.

Moreover, while the April 14, 1996 letter obliquely referred to "conditions" to
the proposal, it nowhere disclosed the unprecedented nature of its proposed
regulatory treatment, which is obviously a central condition to the proposal's
viability and to its value.

                KCPL's Board Rejects Western Resources' Proposal
               As Not In The Best Interests of Its Shareholders

     12. On April 22, 1996, KCPL issued a press release announcing that its
board of directors had unanimously rejected the merger proposal received from
Western Resources as not in the best interests of KCPL shareholders. The press
release noted that the KCPL board had also reaffirmed its support for KCPL's
strategic merger with UtiliCorp.

                         Western Resources Continues Its
                  Campaign of Misinformation and Manipulation

     13. Shortly after KCPL announced its board's decision on April 22, 1996,
Western Resources filed with the SEC preliminary proxy materials with which it
would solicit KCPL shareholders to grant proxies to vote against approval of the
Original Merger Agreement at the May 22, 1996 Annual Meeting of KCPL's
shareholders. At the same time, Western Resources announced its intention to
commence an exchange offer for any and all shares of KCPL stock. In such
exchange offer, KCPL shareholders would purportedly receive $28 worth of Western
Resources stock for each KCPL share.

     14. Western Resources' preliminary (and subsequent) proxy materials are
materially misleading for numerous reasons, including, inter alia, that they
fail adequately to disclose the highly conditional nature of the yet-to-be
commenced Western Resources exchange


                                       10



offer, creating the false impression in the minds of KCPL shareholders who read
such proxy materials that the Western Resources exchange offer represents a
concrete, viable, and available alternative to the KCPL/UtiliCorp combination.

     15. Indeed, this false impression is central to Western Resources proxy
solicitation strategy. It is essentially the same strategy initiated by Western
Resources through the intentional public dissemination of its April 14 letter:
create the false impression that Western Resources is offering a concrete,
viable, available, and financially superior alternative to the KCPL/UtiliCorp
merger. Thus, the Western Resources preliminary proxy materials made the
following false and misleading statements:

        "[T]he KCPL directors . . . have rejected the Western Resources
        offer, thereby refusing to let you realize the benefits of that offer."

        "In order to preserve your opportunity to consider the best
        available offer, we urge you to vote against the proposed UtiliCorp
        transaction."

        "If you want to accept the financially superior Western Resources
        offer, I urge you to vote the [color] proxy card against the
        proposed transaction with UtiliCorp."

        "The purpose of the solicitation made by this proxy statement 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 financial superior Western Resources offer."

        "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 [color] proxy card today."

Each of these statements was designed to create the impression that, if the
shareholders of KCPL were to reject the proposed UtiliCorp/KCPL combination, the
Western Resources exchange offer


                                       11



would in fact be available to them. This false impression, coupled with Western
Resources' repetition of its earlier misleading claims that its offer is
financially superior to the UtiliCorp/KCPL transaction, was designed to create
pressure on KCPL's shareholders to vote against the UtiliCorp/KCPL combination.

     16. The fact that the Western Resources offer is highly conditional was not
adequately disclosed in Western Resources' preliminary proxy materials. At most,
such materials contain an oblique reference to conditions of the exchange offer,
which such materials say are set forth in the preliminary prospectus filed by
Western Resources with the SEC.

     17. In fact, the Western Resources exchange offer is subject to, inter
alia, the following conditions:

            90 Percent Minimum Tender Condition. The Western Resources exchange
            offer is conditioned upon the tender of 90% of the outstanding
            shares of KCPL common stock on a fully diluted basis, compared to a
            shareholder vote requirement of 2/3 of KCPL's outstanding shares for
            the original merger and a simple majority of a quorum for the
            Revised Merger Agreement.

            Western Resources Shareholder Approval Condition. The issuance of
            Western Resources common stock pursuant to the exchange offer and
            follow-up merger requires approval of Western Resources stockholders
            who will face the risk of substantial earnings and dividend dilution
            if the Western Resources offer is approved.

            Regulatory Approval Condition. The Western Resources exchange offer
            is conditioned upon the approval of numerous federal and state
            regulatory agencies, including the KCC, the Corporation Commission
            of the State of Oklahoma, the MPSC, the FERC and the NRC.
            Significantly, Western Resources has further conditioned its
            exchange offer on having received such regulatory approvals without
            the imposition of "terms and conditions which, in the aggregate,
            would have or, insofar as reasonably can be foreseen, could have a
            material adverse affect on the business assets, financial condition
            or results of operations of Western Resources, KCPL and their
            respective subsidiaries taken as a whole." This condition is
            particularly significant in view of the unprecedented nature of
            Western Resources' regulatory plan for the combined


                                       12



          Western Resources/KCPL, which is based upon the assumption that
          stockholders will retain 70% of the estimated merger savings.

Each of these conditions presents a substantial risk of non-consummation of the
exchange offer. None of these conditions are disclosed in Western Resources'
preliminary proxy materials. Western Resources intended that shareholders of
KCPL, when considering whether to sign and return the Western Resources proxy
card, would be misled into believing that the Western Resources exchange offer
represents a concrete, viable, definitely available, and financially superior
alternative to the KCPL/UtiliCorp combination and would therefore be induced to
vote against the KCPL/UtiliCorp combination.

     18. The preliminary solicitation materials and registration statement of
Western Resources also contained, inter alia, the following material
misrepresentations and omissions:

          Letter to KCPL Stockholders

     o    Western claimed in its letter to shareholders that its offer provides
          higher value than the original KCPL/UtiliCorp transaction. This claim
          is false and misleading because Western fails to disclose that the
          value of its offer depends upon its inflated savings estimates and
          unreasonable regulatory assumptions.

     o    Western claims that its proposed exchange offer will be a tax-free
          transaction but fails to disclose that this assertion is based on
          significant assumptions which may not be true. Nor does Western
          disclose the consequences of failing to receive tax-free treatment.

          Preliminary Proxy Statement

     o    Western's preliminary proxy statement stated that if KCPL shareholders
          do not approve the UtiliCorp transaction, then Western believes that
          the directors of KCPL will respect the vote of the shareholders and
          take all necessary action in accordance with their fiduciary duties to
          allow Western's offer to proceed. This statement is misleading in that
          Western has no reasonable basis to suggest that the fiduciary duties
          of KCPL's directors would require them to "allow Western's offer to
          proceed," particularly in the event that the UtiliCorp transaction
          received the support of a majority of KCPL shareholders but not the
          support of 2/3 of its


                                       13



          outstanding shares. The statement created the false impression
          that an alternative transaction would be available to KCPL
          shareholders.

     o    The Western Preliminary Proxy Statement was materially misleading in
          that it failed to disclose material developments in Western's business
          that could adversely impact its forecasts and stock price and its
          ability to make dividend payments. Western currently has a rate case
          before the Kansas Corporation Commission ("KCC") in which the KCC
          staff has stated that Western's current electric rates "are unjust and
          unreasonable" and has recommended substantial cuts in such rates. See
          also paragraphs 26-28.

     o    Western Resources repeats in its proxy materials its purported savings
          estimate or $1 billion over 10 years. As noted above, this estimate is
          intentionally inflated by Western. To create the illusion of
          reliability, Western details certain components of its purported
          savings estimate in its preliminary proxy statement. Western's
          purported estimate rests on numerous analytical flaws. For example:

          --   Western has estimated labor savings not based on actually
               achieved labor savings in other utility mergers but rather on
               savings projections made prior to consummation of such
               transactions. Western failed to disclose the speculative nature
               of this methodology.

          --   Western estimates that all labor savings will be achieved by
               January 1, 1998, yet at the same time, Western represents that
               there will be no employee layoffs. It is false and misleading to
               assert savings on this basis in conjunction with a no layoff
               policy.

          --   Western has inflated its labor savings by assuming an inflated
               level of KCPL benefit costs.

          --   Western has included in its merger savings analysis savings
               amounts attributable to best practices, ongoing initiatives and
               skill transfers. This inclusion is inappropriate because such
               savings are not causally dependent on a business combination but
               rather can be achieved on a stand-alone basis. This flawed
               inclusion contributes to Western's inflated and misleading cost
               savings estimate.

          --   Western's procurement savings are overstated both because the
               universe of materials upon which savings are calculated is too
               large and the discount rate applied is too large.

          --   Western's regulatory plan allocates only 30% of its estimated
               cost savings to consumers and retains the remainder for the
               combined company and its shareholders. This allocation is
               unprecedented and


                                       14



               Western's assumption is highly unrealistic, as Western
               knows or should know. If Western does not achieve its
               proposed regulatory treatment, its earnings, stock
               price, and dividends would be materially adversely
               affected.

          Registration Statement

     o    Without basis, Western claimed that its offer could be completed by
          the second quarter of 1997 but that the UtiliCorp/KCPL transaction
          could not be completed prior to year-end 1997. This representation is
          misleading because there exists no basis for it and it is material in
          that it creates the impression that KCPL stockholders can receive the
          purported benefits of the Western offer earlier than they would
          receive the benefits of the KCPL/UtiliCorp merger.

     o    Western stated that its proposed transaction would qualify for pooling
          of interests accounting treatment but fails to disclose that cash
          payments for cancellation of KCPL stock appreciation rights upon a
          change in control would prohibit such accounting treatment.

     o    Western's representation that its proposed transaction should be tax
          free is based upon numerous questionable assumptions, none of which
          are disclosed. Nor did Western disclose the effect on the proposed
          combination if tax-free treatment was not available.

These examples are representative of the numerous mistreatments and omissions
contained in Western Resources' preliminary proxy materials.

         As Western Presses Forward With Its Campaign Of Misinformation
         And Manipulation, Western President David Wittig Falsely Claims
    KCPL Is For Sale AndAdmits Western's Strategy Is To Disrupt The KCPL Vote

     19. On May 2, 1996, the Kansas City Star quoted Western president David
Wittig as claiming that KCPL "already stated to shareholders that they would
sell their company to (UtiliCorp chairman) Rick Green." This statement was
intended by Western and Wittig to be widely disseminated and reach KCPL
shareholders. It was intended to create the false impression that KCPL is
conducting an auction for sale of control of KCPL, which impression was intended
to manipulate the market for KCPL stock and create pressure on KCPL's board to
sell the company. In fact, KCPL is not for sale.


                                       15



     20. On May 3, 1996, Western filed with the SEC definitive proxy
solicitation materials, which it thereafter caused to be disseminated widely to
KCPL shareholders. Western's May 3 definitive solicitation materials continued
the misrepresentations and omissions detailed above with respect to its
preliminary materials with insignificant changes in wording in some cases. The
Western May 3 definitive solicitation materials continued Western's campaign of
misinformation and manipulation by creating the false impression that the
Western offer constitutes a real, actually available, and economically superior
alternative to a KCPL/UtiliCorp combination when in fact it is highly
conditional and is based, intentionally, on inflated cost savings estimates and
unreasonable regulatory assumptions.

     21. On May 7, 1996, Western issued a press release in which it claimed that
it had raised the minimum dividend level in the offer for KCPL shares, stating
that KCPL shareholders would receive $2.01 per year in dividends for KCPL shares
if the Western offer were to be completed. Western failed to disclose that this
dividend claim is based upon Western's inflated savings estimates and
unreasonable regulatory assumptions and therefore is illusory. This particular
aspect of Western's campaign of misinformation and manipulation -- the dividend
promise -- is intended to influence retail investors, who typically invest in
utility stocks for dividend income.

     22. In addition to these public statements, Western's representatives made
numerous additional statements concerning the purported superior value and
benefits of the Western offer, which statements were false and misleading due to
Western's inflated savings estimates and unreasonable regulatory assumptions.


                                       16



     23. A Kansas City Star article dated May 18, 1996, apparently based upon an
interview of Western's Wittig, states that Western's strategy was, in fact, to
disrupt the KCPL shareholders' vote and that Wittig was its mastermind:

            Although Western Resources Chairman John E. Hayes sees why his
            company must snare KCP&L, he counts on Wittig . . . to tell him
            how.  And it's not pretty.

            First, bust up the proposed union of KCP&L and UtiliCorp United,
            Inc. -- a plan to be voted on Wednesday by KCP&L shareholders.

                   KCPL And UtiliCorp Determine To Improve The
                  Terms of Their Strategic Combination To KCPL
               Shareholders And Adopt The Revised Merger Agreement

     24. By May 20, 1996 -- two days prior to the scheduled vote of KCPL's
shareholders -- KCPL turned over to the inspectors of election proxies
representing a majority of KCPL's outstanding shares voting in favor of the
strategic combination of KCPL and UtiliCorp. However, Western Resources had
apparently succeeded in assembling, through its campaign of misinformation and
manipulation, a minority coalition of financial institutions and takeover
arbitrage speculators sufficient to block approval by an absolute 2/3 of KCPL's
outstanding shares, as required by Missouri statute for the transaction
structure contemplated by the Original Merger Agreement.

     25. On May 20, KCPL and UtiliCorp entered into the Revised Merger Agreement
and cancelled the vote on the Original Merger Agreement. The Revised Merger
Agreement contemplates improved terms for KCPL's stockholders and a revised
transactional structure. The Revised Merger Agreement will be put to a vote of
KCPL's and UtiliCorp's shareholders in August, 1996.


                                      17



             Meanwhile, Western Strives To Postpone And Conceal The
           Impact Of A Likely Adverse Ruling In Its Pending Rate Case

     26. Western Resources' revenues, earnings, dividends, and ultimately, its
stock price, are dependent in large part upon the electricity rates that it is
permitted by state regulators to charge to its utility customers. Western
Resources currently has a rate case pending before the Kansas Corporation
Commission. Western, recognizing that its rates in Kansas are too high, has
proposed rate cuts of $8.7 million a year over seven years.

     27. However, the staff of the Kansas Corporation Commission has recommended
that Western's rates be reduced by $105 million a year. A Western spokesman,
George Norton, has admitted publicly that "[t]he staff's recommendation would
eliminate more than 34 percent of Western Resources' and Kansas Gas and
Electric's 1995 net income when adjusted for appropriate taxes."

     28. Hearings in this rate case were set to begin on July 8, 1996. However,
Western requested [and obtained] a 30-day extension "so it can review the KCC
staff recommendations." The real purpose of the delay sought by Western is to
postpone announcement of a likely adverse ruling until August so that it can
continue to claim that its offer would provide superior value to KCPL's
shareholders. Its failure to disclose the likely material adverse ruling in its
rate case is materially misleading, and its delay tactics are manipulative.

               Western Purports To Increase The Value Of Its Offer
           And Mails False and Misleading Supplemental Proxy Materials

     29. On June 17, 1996, Western announced that it would increase the
purported value of its offer to $31 worth of Western stock for each KCPL share.
As was true with its earlier offer, the purported value of Western's new offer
is illusory in that it is dependent upon the same inflated savings estimates and
unreasonable regulatory assumptions.


                                       18



     30. On or about June 17, 1996, Western mailed to KCPL shareholders a "Proxy
Statement Supplement" in which it touts its new offer and urges KCPL
shareholders to vote against the Revised Merger Agreement. Western's Proxy
Statement Supplement is a continuation of its campaign of misinformation and
manipulation. While it sets forth a minimal description of the conditions to its
offer (a disclosure it saw fit to omit prior to its apparent success in
disrupting the KCPL shareholder vote on the Original Merger Agreement),
Western's Proxy Statement Supplement contains virtually all of the material
misstatements and omissions detailed above with respect to Western's preliminary
proxy statement and its May 3 definitive proxy statement. It is intended to
create the false impression in the minds of KCPL stockholders that Western's
offer is real, actually available, and economically superior to the proposed
KCPL/UtiliCorp combination. It fails to disclose that Western's offer is, as
noted above, based upon inflated savings estimates and unreasonable regulatory
assumptions.

     31. Section 14(a) of the Exchange Act provides that it is unlawful to use
the mails or any means or instrumentality of interstate commerce to solicit
proxies in contravention of any rule promulgated by the SEC. 15 U.S.C.
ss.78n(a).

     32. Rule 14a-9 provides in pertinent part: 

     "No solicitation subject to this regulation shall be made by means of any
     . . . communication, written or oral, containing any statement which, at
     the time, and in light of the circumstances under which it is made, is
     false and misleading with respect to any material fact, or which omits to
     state any material fact necessary in order to make the statements therein
     not false or misleading. . . ." 17 C.F.R. ss.240.14a-9.

     33. Each of the false and misleading statements by Western Resources
detailed above must be viewed as statements made under circumstances reasonably
calculated to result in


                                       19



the procurement of proxies and/or votes from KCPL stockholders. As such, those
statements are subject to the strictures of Rule 14a-9.

     34. Each of the false and misleading statements detailed above were and are
material to the decisions of KCPL shareholders concerning whether to vote for or
against the KCPL/UtiliCorp combination, since such false and misleading
statements are intended to suggest, and do suggest, that if KCPL shareholders
vote against the KCPL/UtiliCorp combination, a financially superior alternative
will be available.

     35. Each of the false and misleading statements detailed above were made
intentionally and with knowledge of their falsity and misleading nature for the
purpose of inducing KCPL shareholders to vote against the KCPL/UtiliCorp
combination.

     36. Western's illegal conduct has caused damages to KCPL in the form of
proxy solicitation expenses and other costs and will continue to cause
additional damages.

     37. The defendant's false and misleading statements described above are
essential links in defendant's efforts to defeat the KCPL/UtiliCorp combination.

     38. KCPL has no adequate remedy at law.

     WHEREFORE, plaintiff respectfully requests that this Court:

     (a) Declare and decree that Western Resources has violated Section 14a of
the Exchange Act and Rule 14a-9 promulgated thereunder;

     (b) Award KCPL damages for the losses and costs it has sustained and will
sustain as a result of the illegal conduct of Western Resources;

     (c) Award KCPL the costs and disbursements of this action together with
reasonable attorneys' fees; and


                                       20



     (d) Award KCPL such other and further relief as the Court may deem just and
proper.

                                    Respectfully submitted,


                                    /S/ David F. Oliver                
                                    -------------------------------------------
                                    John M. Edgar                    MO #20524
                                    David F. Oliver                  MO #28065
                                    BRYAN CAVE LLP
                                    3500 One Kansas City Place
                                    1200 Main
                                    Kansas City, Missouri  64105
                                    Telephone:  (816) 374-3200
                                    Facsimile:  (816) 374-3300

                                          and

                                    Steven J. Rothschild
                                    R. Michael Lindsey
                                    SKADDEN, ARPS, SLATE, MEAGHER & FLOM
                                    One Rodney Square
                                    P.O. Box 636
                                    Wilmington, Delaware  19899
                                    Telephone:  (302) 651-3000
                                    Facsimile:  (302) 651-3001

                                    ATTORNEYS FOR PLAINTIFF KANSAS CITY
                                    POWER & LIGHT COMPANY and
                                    COUNTERCLAIM DEFENDANTS



                             Certificate of Service

     I hereby certify that a copy of the foregoing was mailed, postage prepaid,
on this 27th day of June, 1996, to:

            Lawrence M. Berkowitz, Esq.
            Kurt D. Williams, Esq.
            STINSON, MAG & FIZZELL, P.C.
            1201 Walnut Street
            Kansas City, MO  64106


                                       21



                  and
            John L. Hardiman, Esq.
            Tariq Mundiya, Esq.
            SULLIVAN & CROMWELL
            125 Broad Street
            New York, NY  10004
            ATTORNEYS FOR DEFENDANTS WESTERN
            RESOURCES, INC. and ROBERT L. RIVES

            Michael E. Waldeck, Esq.
            William J. DeBauche, Esq.
            Angela K. Green, Esq.
            Michael E. Griffin, Esq.
            NIEWALD, WALDECK & BROWN
            1200 Main Street, Suite 4100
            Kansas City, MO  64105
                  and
            OF COUNSEL:
            David Harrison, Esq.
            LOWEY, DANNENBERG, BEMPEROD
              & SELINGER, P.C.
            747 Third Avenue, 30th Floor
            New York, NY  10017
            ATTORNEYS FOR INTERVENOR



                           /S/ David F. Oliver
                           ------------------------------------------------
                           Attorney for Plaintiff Kansas City Power & Light
                           and Counterclaim Defendants


                                       22



                   IN THE UNITED STATES DISTRICT COURT FOR THE
                          WESTERN DISTRICT OF MISSOURI
                                WESTERN DIVISION

                                                       FILED 5:00
                                                       JUN 27 1996
                                                  R. F. CONNOR, CLK.
                                                  U.S. DISTRICT COURT
                                                    WEST DISTRICT
                                                     OF MISSOURI

KANSAS CITY POWER & LIGHT                 )
COMPANY,                                  )
                                          )
                 Plaintiff,               )
                                          )
                                          )
        vs.                               )     Civil Action No. 96-552-CV-W-5
                                          )
WESTERN RESOURCES, INC. and               )
ROBERT T. RIVES,                          )
                                          )
                                          )
                 Defendants.              )
                                          )
- -------------------------------------------
                                          )
JACK MANSON, individually and on          )
behalf of all individual and/or           )
entities similarly situated,              )
                                          )
                 Intervenor Defendant and )
                 Counterclaim Plaintiff,  )
                                          )
                                          )
        vs.                               )
                                          )
                                          )
                                          )
A. DRUE JENNINGS, DR. DAVID L. BODDE,     )
WILLIAM H. CLARK, ROBERT J. DINEEN,       )
ARTHUR J. DOYLE, W. THOMAS GRANT II,      )
GEORGE E. NETTELS, JR., LINDA HOOD        )
TALBOTT, Ph.D., ROBERT H. WEST, and       )
KANSAS CITY POWER & LIGHT CO., a          )
Missouri corporation.                     )
                                          )
                 Counterclaim Defendants. )

                    PLAINTIFF'S AND COUNTERCLAIM DEFENDANTS'
                    REPLY TO INTERVENOR MASON'S COUNTERCLAIM

      Plaintiff and Counterclaim Defendant Kansas City Power & Light Company
("KCPL"), and additional counterclaim defendants A. Drue Jennings, Dr. David L.
Bodde,




William H. Clark, Robert J. Dineen, Arthur J. Doyle, W. Thomas Grant II, George
E. Nettels, Jr., Linda Hood Talbott, Ph.D., and Robert H. West (collectively
"Counterclaim Defendants"), by their attorneys, as and for their Reply to
Intervenor Manson's Counterclaim in Intervention, state and allege as follows:

     1.  Counterclaim Defendants are without knowledge or information sufficient
to form a belief as to the truth of the allegations of PARA 1 of the 
Counterclaim, except that Counterclaim Defendants admit that Intervenor is now a
KCPL stockholder.

     2.  Admitted.

     3.  Admitted.

     4.  The allegations of PARA 4 of the Counterclaim state conclusions of law
to which no responsive pleading is required.

     5.  The allegations of PARA 5 state conclusions of law to which no 
responsive pleading is required.

     6.  Admitted.

     7.  Admitted.

     8.  Denied, except admitted that UtiliCorp is a Delaware corporation with
its principal place of business in Kansas City, that UtiliCorp operates in the
energy industry, that Western Resources is a Kansas corporation with its
principal place of business in Topeka, and that Western Resources operates in
the energy industry.

     9.  Admitted.

     10. Admitted.

     11. Admitted.



                                        2


     12. Denied, except (a) admitted that KCPL sent proxy materials seeking
approval of the original merger agreement on April 4, 1996, and that KCPL
stockholders were originally scheduled to vote on the issue at the annual
meeting of KCPL stockholders held on May 22, 1996 and (b) the allegations
concerning the requirements of Missouri law state conclusions of law to which
responsive pleading is required.

     13. Counterclaim Defendants admit PARA 13 to the extent that KCPL sent a
proxy statement (the "Proxy Statement") to its shareholders, the content of
which speaks for itself and denies the remainder. Specifically, Counterclaim
Defendants deny that PARA 13 accurately reflects the Proxy Statement.

     14. Admitted, except denied that Mr. Jennings stated that the KCPL board
had considered any "break-up" of KCPL.

     15. Denied, except Counterclaim Defendants admit that certain members of
KCPL's and UtiliCorp United, Inc.'s ("UCU") management and Board of Directors
have interests in the Initial Merger Agreement that are in addition to the
interests of stockholders of KCPL and UCU generally, which interests were
considered, among other matters, when KCPL recommended and approved the Initial
Merger Agreement. Counterclaim Defendants further admit that each of KCPL's five
most highly compensated executive officers have entered into severance
agreements. Counterclaim Defendants specifically deny that such executive
officers entered these agreements in connection with the transactions challenged
in this action and further specifically deny the suggestion that any KCPL
director faced a material conflict of interest in connection with any such
transaction.

     16. Denied, except admitted that KCPL has publicly stated that it has
evaluated its strategic options, that its board of directors believes that the
proposed merger with UtiliCorp


                                        3



is fair to and in the best interests of KCPL's stockholders and admitted that
KCPL's board of directors undertook a careful analysis of the options available
to the company.

     17. Denied, except admitted that KCPL sent the Proxy Statement to its
stockholders, the content of which speaks for itself.

     18. Denied, except admitted that KCPL sent the Proxy Statement to its
stockholders, the content of which speaks for itself.

     19. Denied, except admitted that KCPL's letter to shareholders dated April
21, 1996, speaks for itself.

         (a) Denied.

         (b) Denied, except Counterclaim Defendants admit that KCPL knew
from the Kansas Corporation Commission filing of April 15, 1996, the purported
basis of WRI's savings claims.

     20. Denied, except admitted that on April 14, 1996, Western Resources
proposed a merger with KCPL that the contents of such proposal spoke for
themselves, and that Western Resources caused news of its proposal to be widely
disseminated.

     21. Admitted.

     22. Admitted.

     23. Admitted, except Counterclaim Defendants deny (i) the characterization
of the KCPL and UCU dividend increase and (ii) that there was a time when KCPL
"was required to respond to WRI."

     24. Denied, except Counterclaim Defendants admit that some analysts
expressed the view that the WRI bid was superior to the Initial Merger
Agreement.

     25. Admitted.


                                        4


     26. Admitted.

     27. Denied, except admitted that the terms of the Revised Merger Agreement
speak for themselves.

     28. Denied, except Counterclaim Defendants admit that the Revised Merger
Agreement does not require approval from two-thirds of the KCPL shareholders and
does not provide appraisal rights to KCPL stockholders. It is further
specifically admitted that the Revised Merger Agreement contemplates action
explicitly authorized by the "short form" merger provisions of the Missouri
Business & General Corporation Law.

     29. Denied, except Counterclaim Defendants admit that KCPL filed a
declaratory judgment complaint in this Court, which complaint speaks for itself.

     30. Denied.

     31. Counterclaim Defendants deny the second sentence of PARA 31 and, with
respect to its first sentence, respond that KCPL's complaint speaks for itself.

     32. Counterclaim Defendants deny knowledge and information sufficient to
form a belief as to the truth in the allegations contained in PARA 32.

     33. Counterclaim Defendants admit the allegation of the first sentence of
PARA 33 and deny the remainder of the allegations of PARA 33.

     34. Counterclaim Defendants lack knowledge and information sufficient to
form a belief as to the truth or falsity of the allegations contained in 
PARA 34, except that Counterclaim Defendants specifically deny that any class
merger was damaged by their conduct and that such conduct was in any way
wrongful.

     35. Counterclaim Defendants lack knowledge and information sufficient to
form a belief as to the truth or falsity of the allegations in PARA 35.


                                        5


     36. Admitted.

     37. (a) Admitted.

         (b) Denied.

     38. Paragraph 38 states a conclusion of law to which no responsive pleading
is required.

     39. Paragraph 39 states a conclusion of law to which no responsive pleading
is required.

     40. Paragraph 40 states a conclusion of law to which no responsive
pleading is required.

     41. The allegations of PARA 41 state conclusions of law to which no
responsive pleading is required.

     42. Counterclaim Defendants deny knowledge or information sufficient to
form a belief as to the truth of the allegations contained in PARA 42.

     43. Counterclaim Defendants incorporate by reference, as though fully set
forth herein, the responses contained in the paragraphs above.

     44. The allegations of PARA 44 state conclusions of law to which no
responsive pleading is required.

     45. Denied.

     46. Denied.

     47. Denied.

     48. Denied.

     49. Denied.


                                        6


                             FIRST AFFIRMATIVE DEFENSE

     50. Counterclaim Plaintiff fails to state a claim upon which relief can 
be granted.

                            SECOND AFFIRMATIVE DEFENSE

     51. Counterclaim Plaintiff failed to comply with the requirements of 
Federal Rule of Civil Procedure 23.1.

                             THIRD AFFIRMATIVE DEFENSE

     52. Plaintiff failed to demand of the directors of KCPL that they cause 
the corporation bring the action against the individual defendants.

                            FOURTH AFFIRMATIVE DEFENSE

     53. Plaintiff failed to demand of the stockholders of KCPL that they 
cause the corporation bring this action against the individual defendants.

     WHEREFORE, Counterclaim Defendants respectfully request judgment:

     (a) Dismissing the Counterclaim in its entirety;

     (b) Awarding Counterclaim Defendants their costs and disbursements; and

     (c) Awarding Counterclaim Defendants such other and further relief as 
the Court deems just and proper.

                                      7



                       Respectfully submitted,

                       David F. Oliver
                       -------------------------------------------------
                       John M. Edgar                           MO #20524
                       David F. Oliver                         MO #28065
                       BRYAN CAVE LLP
                       3500 One Kansas City Place
                       1200 Main
                       Kansas CIty, Missouri 64105
                       Telephone:    (816) 374-3200
                       Facsimile:    (816) 374-3300

                              and

                       Steven J. Rothschild
                       R. Michael Lindsey
                       SKADDEN, ARPS, SLATE, MEAGHER &
                         FLOM
                       One Rodney Square
                       P.O. Box 636
                       Wilmington, Delaware 19899
                       Telephone:    (302) 651-3000
                       Facsimile:    (302) 651-3001

                       ATTORNEYS FOR PLAINTIFF KANSAS CITY
                       POWER & LIGHT COMPANY and
                       COUNTERCLAIM DEFENDANTS

                                       8



                            Certificate of Service

    I hereby certify that a copy of the foregoing was mailed, postage prepaid, 
on this 27 day of June, 1996, to:

                       Lawrence M. Berkowitz, Esq.
                       Kurt D. Williams, Esq.
                       STINSON, MAG & FIZZELL, P.C.
                       1201 Walnut Street
                       Kansas City, MO 64106
                               and
                       John L. Hardiman, Esq.
                       Tariq Mundiya, Esq.
                       SULLIVAN & CROMWELL
                       125 Broad Street
                       New York, NY 10004
                       ATTORNEYS FOR DEFENDANTS WESTERN
                       RESOURCES, INC. and ROBERT L. RIVES
                       
                       Michael E. Waldeck, Esq.
                       William J. DeBauche, Esq.
                       Angela K. Green, Esq.
                       Michael E. Griffin, Esq.
                       NIEWALD, WALDECK & BROWN
                       1200 Main Street, Suite 4100
                       Kansas City, MO 64105
                               and
                       OF COUNSEL:
                       David Harrison, Esq.
                       LOWEY, DANNENBURG, BEMPEROD
                         & SELINGER, P.C.
                       747 Third Avenue, 30th floor
                       New York, NY 10017
                       ATTORNEYS FOR INTERVENOR

                                                David F. Oliver
                                                ------------------------------
                                                Attorney for Plaintiff

                                      9


                   IN THE UNITED STATES DISTRICT COURT FOR THE
                          WESTERN DISTRICT OF MISSOURI
                                WESTERN DIVISION

KANSAS CITY POWER & LIGHT                    )
COMPANY,                                     )
                                             )
               Plaintiff,                    )
                                             )
     vs.                                     )    Civil Action No. 96-552-CV-W-5
                                             )
                                             )
                                             )
WESTERN RESOURCES, INC. and                  )
ROBERT T. RIVES,                             )
                                             )
               Defendants,                   )
____________________________________         )
                                             )
JACK MANSON, individally and on              )
behalf of all individual and/or              )
entities similarly situated,                 )
                                             )
               Intervenor Defendant and      )
               Counterclaim Plaintiff,       )
                                             )
                                             )
     vs.                                     )
                                             )
A. DRUE JENNINGS, DR. DAVID L. BODDE,        )
WILLIAM H. CLARK, ROBERT J. DINEEN,          )
ARTHUR J. DOYLE, W. THOMAS GRANT II,         )
GEORGE E. NETTELS, JR., LINDA HOOD           )
TALBOTT, Ph.D., ROBERT H. WEST, and          )
KANSAS CITY POWER & LIGHT CO., a             )
Missouri corporation.                        )
                                             )
               Counterclaim Defendants.      )


               KANSAS CITY POWER & LIGHT COMPANY'S MOTION FOR STAY
             PENDING DISPOSITION OF A PETITION FOR WRIT OF MANDAMUS
              -----------------------------------------------------

          Kansas City Power & Light Company ("KCPL") respectfully moves for a
stay, pending disposition of a Petition for Writ of Mandamus from the United
States Court of Appeals



for the Eighth Circuit, of this Court's order compelling production by KCPL of
KCPL's privileged documents.  Suggestions in support are filed with this motion.

                                        Respectfully submitted,


                                        /s/ David F. Oliver
                                        ----------------------------------------
                                        John M. Edgar                 MO #20524
                                        David F. Oliver               MO #28065
                                        BRYAN CAVE LLP
                                        3500 One Kansas City Place
                                        1200 Main
                                        Kansas City, Missouri 64105
                                        Telephone:   (816) 374-3200
                                        Facsimile:   (816) 374-3300


                                                  and

                                        Steven J. Rothschild
                                        R. Michael Lindsey
                                        SKADDEN, ARPS, SLATE, MEAGHER &
                                         FLOM
                                        One Rodney Square
                                        P.O. Box 636
                                        Wilmington, Delaware 19899
                                        Telephone:   (302) 651-3000
                                        Facsimile:   (302) 651-3001

                                        ATTORNEYS FOR PLAINTIFF KANSAS CITY
                                        POWER & LIGHT COMPANY and
                                        COUNTERCLAIM DEFENDANTS


                                        2


                             CERTIFICATE OF SERVICE

          I hereby certify that a copy of the foregoing was transmitted via
facsimile and mailed, postage prepaid, on this 5th day of July, 1996, to:

          Lawrence M. Berkowitz, Esq.
          Kurt D. Williams, Esq.
          STINSON, MAG & PIZZELL, P.C.
          1201 Walnut Street
          Kansas City, MO 64106
                 and
          John L. Hardiman, Esq.
          Tariq Mundiya, Esq.
          SULLIVAN & CROMWELL
          125 Broad Street
          New York, NY 10004
          ATTORNEYS FOR DEFENDANTS WESTERN
          RESOURCES, INC. and ROBERT L. RIVES

          Michael E. Waldeck, Esq.
          William J. DeBauche, Esq.
          Angela K. Green, Esq.
          Michael E. Griffin, Esq.
          NIEWALD, WALDECK & BROWN
          1200 Main Street, Suite 4100
          Kansas City, MO 64105
                and
          OF COUNSEL:
          David Harrison, Esq.
          LOWEY, DANNENBERG, BEMPEROD
           & SELINGER, P.C.
          747 Third Avenue, 30th Floor
          New York, NY 10017
          ATTORNEYS FOR INTERVENOR


                              /s/ David F. Oliver
                              ----------------------------------------
                              Attorney for Plaintiff


                                        3




                   IN THE UNITED STATES DISTRICT COURT FOR THE
                          WESTERN DISTRICT OF MISSOURI
                                WESTERN DIVISION

KANSAS CITY POWER & LIGHT                    )
COMPANY,                                     )
                                             )
               Plaintiff,                    )
                                             )
     vs.                                     )    Civil Action No. 96-552-CV-W-5
                                             )
                                             )
                                             )
WESTERN RESOURCES, INC. and                  )
ROBERT T. RIVES,                             )
                                             )
               Defendants,                   )
____________________________________         )
                                             )
JACK MANSON, individally and on              )
behalf of all individual and/or              )
entities similarly situated,                 )
                                             )
               Intervenor Defendant and      )
               Counterclaim Plaintiff,       )
                                             )
                                             )
     vs.                                     )
                                             )
A. DRUE JENNINGS, DR. DAVID L. BODDE,        )
WILLIAM H. CLARK, ROBERT J. DINEEN,          )
ARTHUR J. DOYLE, W. THOMAS GRANT II,         )
GEORGE E. NETTELS, JR., LINDA HOOD           )
TALBOTT, Ph.D., ROBERT H. WEST, and          )
KANSAS CITY POWER & LIGHT CO., a             )
Missouri corporation.                        )
                                             )
               Counterclaim Defendants.      )


               KANSAS CITY POWER & LIGHT COMPANY'S MOTION FOR STAY
             PENDING DISPOSITION OF A PETITION FOR WRIT OF MANDAMUS
              -----------------------------------------------------

          Kansas City Power & Light Company ("KCPL") respectfully moves for a
stay, pending disposition of a Petition for Writ of Mandamus from the United
States Court of Appeals



for the Eighth Circuit, of this Court's order compelling production by KCPL of
KCPL's privileged documents.  Suggestions in support are filed with this motion.

                                        Respectfully submitted,


                                        /s/ David F. Oliver
                                        ----------------------------------------
                                        John M. Edgar                 MO #20524
                                        David F. Oliver               MO #28065
                                        BRYAN CAVE LLP
                                        3500 One Kansas City Place
                                        1200 Main
                                        Kansas City, Missouri 64105
                                        Telephone:   (816) 374-3200
                                        Facsimile:   (816) 374-3300


                                                  and

                                        Steven J. Rothschild
                                        R. Michael Lindsey
                                        SKADDEN, ARPS, SLATE, MEAGHER &
                                         FLOM
                                        One Rodney Square
                                        P.O. Box 636
                                        Wilmington, Delaware 19899
                                        Telephone:   (302) 651-3000
                                        Facsimile:   (302) 651-3001

                                        ATTORNEYS FOR PLAINTIFF KANSAS CITY
                                        POWER & LIGHT COMPANY and
                                        COUNTERCLAIM DEFENDANTS


                                        2


                             CERTIFICATE OF SERVICE

          I hereby certify that a copy of the foregoing was transmitted via
facsimile and mailed, postage prepaid, on this 5th day of July, 1996, to:

          Lawrence M. Berkowitz, Esq.
          Kurt D. Williams, Esq.
          STINSON, MAG & PIZZELL, P.C.
          1201 Walnut Street
          Kansas City, MO 64106
                 and
          John L. Hardiman, Esq.
          Tariq Mundiya, Esq.
          SULLIVAN & CROMWELL
          125 Broad Street
          New York, NY 10004
          ATTORNEYS FOR DEFENDANTS WESTERN
          RESOURCES, INC. and ROBERT L. RIVES

          Michael E. Waldeck, Esq.
          William J. DeBauche, Esq.
          Angela K. Green, Esq.
          Michael E. Griffin, Esq.
          NIEWALD, WALDECK & BROWN
          1200 Main Street, Suite 4100
          Kansas City, MO 64105
                and
          OF COUNSEL:
          David Harrison, Esq.
          LOWEY, DANNENBERG, BEMPEROD
           & SELINGER, P.C.
          747 Third Avenue, 30th Floor
          New York, NY 10017
          ATTORNEYS FOR INTERVENOR


                              /s/ David F. Oliver
                              ----------------------------------------
                              Attorney for Plaintiff


                                        3