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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [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
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to Rule 240.14a-11(c) or Rule
240.14a-12
KANSAS CITY POWER & LIGHT COMPANY
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction
applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[X] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
####
May 31, 1996
Dear Shareholder:
As you may know, on May 20, 1996, KCPL and UtiliCorp signed an
Amended and Restated Agreement and Plan of Merger and cancelled
their respective May 22 shareholder votes on their prior merger
transaction. THE AMENDED MERGER AGREEMENT INCREASES THE VALUE OF
THE MERGER FOR KCPL SHAREHOLDERS, FACILITATES THE MERGER APPROVAL
PROCESS AND IMPROVES THE LIKELIHOOD OF THE MERGER'S SUCCESS.
KCPL shareholders will vote on this new transaction at a special
meeting to be held this summer. New proxy materials for the
merger with UtiliCorp are being prepared and will be mailed to
all shareholders. ANY VOTES CAST ON THE PREVIOUSLY PROPOSED
UTILICORP MERGER CANNOT BE COUNTED AND SHAREHOLDERS MUST VOTE
AGAIN ON THE NEW AGREEMENT WITH UTILICORP. We strongly urge you
to give your prompt attention to the new proxy materials when you
receive them this summer.
The key points of our amended merger transaction are:
INCREASED VALUE FOR KCPL SHAREHOLDERS. As a result of
a more favorable exchange ratio, KCPL shareholders will
own a larger percentage of the new company following
completion of the merger.
LOWER VOTING REQUIREMENT. The KCPL/UtiliCorp merger
now requires the approval of only a majority of KCPL
common shares voting, rather than the previously
required two-thirds of all outstanding shares.
$1.85 DIVIDEND. The Boards of KCPL and UtiliCorp have
recommended an initial annualized dividend rate after
completion of the merger of $1.85 per share -- an
increase of more than 18% over KCPL's current annual
dividend.
TAX-FREE. The KCPL/UtiliCorp merger is expected to be
tax-free to KCPL shareholders.
The new transaction is not expected to lengthen the regulatory
approval process, and it is still anticipated that the merger
will be completed in the second quarter of 1997.
We are grateful for the support expressed for the proposed merger
with UtiliCorp prior to the announcement of the amended merger
agreement. We believe the amended agreement preserves and
enhances the merger benefits for KCPL shareholders, communities,
customers and employees.
Sincerely
/s/Drue Jennings
Chairman of the Board, President
and Chief Executive Officer
The participants in this solicitation include Kansas City Power &
Light Company ("KCPL") and the following directors of KCPL:
David L. Bodde, William H. Clarke, Robert J. Dineen, Arthur J.
Doyle, W. Thomas Grant II, A. Drue Jennings, George E. Nettels,
Jr., Linda Hood Talbott and Robert H. West. KCPL's employee
participants include A. Drue Jennings (Chairman of the Board,
Chief Executive Officer and President), Marcus Jackson (Senior
Vice President-Power Supply), J. Turner White (Senior Vice Presi
dent-Retail Services), John DeStefano (Senior Vice President-Fi
nance, Treasurer and Chief Financial Officer), Jeanie S. Latz (Se
nior Vice President-Corporate Services, Corporate Secretary and
Chief Legal Officer), Mark Sholander (General Counsel), Frank
Branca (Vice President-Wholesale and Transmission Services),
Steve W. Cattron (Vice President-Marketing and Regulatory Af
fairs), Charles R. Cole (Vice President-Customer Services and
Purchasing), Doug M. Morgan (Vice President-Information
Technology), Richard A. Spring (Vice President-Production),
Bailus M. Tate, Jr. (Vice President-Human Resources) and Neil
Roadman (Controller). KCPL will enter into an employment agree
ment with Mr. Jennings which will become effective at the
effective time (the "Effective Time") of the mergers (the "Merg
ers") contemplated by the Amended and Restated Agreement and Plan
of Merger, dated as of January 19, 1996, as amended and restated
on May 20, 1996, by and among KCPL, KC Merger Sub Inc., UtiliCorp
United Inc. ("UtiliCorp") and KC United Corp. Under severance ar
rangements entered into by KCPL and certain of its executive offi
cers, certain payments may become payable in connection with the
Mergers with respect to Mr. Jennings and such officers of KCPL.
To the extent, if any, not provided by an existing right of
indemnification or other agreement or policy, during the period
commencing at the Effective Time and continuing for not less than
six years thereafter, KCPL shall, to the fullest extent not
prohibited by applicable law, have certain indemnification
obligations to the participants with respect to matters arising
at or prior to the Effective Time in connection with the trans
actions contemplated by the Mergers. At the Effective Time, the
size of KCPL's Board of Directors will increase from 9 to 18
directors and all of the then present directors of KCPL, includ
ing, it is expected, Mr. Jennings, will remain on the KCPL Board.
Additional employees who may be participants: David Myers,
Andrea Bielsker, Carol Sullivan-Myers, Sally Barber, Patti
Tribble, Colleen Conroy, Teresa Cook, Sue Johnson-Kimbel, Randy
Hamann, Julie Winningham, Bill Bailey, Becky Peck, Ken Geier,
Leslie Boatright, Pam Levetzow, Susan Cunningham and Phyllis
Desbien. No participant individually owns more than 1% of the
outstanding shares of KCPL's common stock or more than 1% of the
outstanding shares of UtiliCorp's common stock.