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KANSAS CITY POWER & LIGHT COMPANY
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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[This material will appear in the Kansas City Star newspaper on
May 8, 1996]
KCPL And UtiliCorp:
"It's About A Relationship. . . Not Just Another "Deal"
It is difficult to pick up an area newspaper these days
and not find stories or full-page advertisements proclaiming
the benefits of the merger between Kansas City Power & Light
and UtiliCorp United. It is also hard to miss the contrary
assertions being made Western Resources management over in Topeka
who view our strong Kansas City-based partnership with decidedly
less enthusiasm.
It may be tempting to consider it all just corporate
noise and quickly turn the page to find out how the Royals
are doing or what Ann Landers has to say. But with so much
hanging in the balance -- metro area jobs, energy costs
affecting hundreds of thousands of customers, millions of
dollars flowing into the local economy and supporting area
charities, and the millions of dollars of shares held by
local investors -- Kansas Citians should pay very close attention
to this debate.
Last January, we announced a new, forward-looking
relationship combining KCPL and UtiliCorp into a company
with a common vision to create a strong, full-service energy
provider that will bring significant added value and
security to our customers, employees, communities, and
shareholders. This new partnership, a friendly merger of
equals, provides the strengths of continued low-cost power,
dependable service, job stability, and sustained growth.
In an increasingly competitive utility industry, our
successful financial histories, excellent operations, and
access to low-cost power sources makes our combination well
positioned to succeed and uniquely qualified to meet your
energy needs.
Specifically, our new company will provide:
- - Customers with continued access to reliable, low-cost
energy along with greater choice of new energy-related
products and services;
- - Employees with increased opportunities as part of a
stronger, growth-oriented company with international reach
and a stable and expanding employee base;
- - Greater Kansas City and area communities with the
continuity and commitment of a strong locally-based energy
provider that can provide the global support to attract
business and stimulate economic growth in our region;
the merger also provides enhanced resources for philanthropic,
volunteer and economic development efforts;
- - Shareholders with a secure investment and an initial
recommended dividend rate of $1.85 per share, representing
an 18.6 percent increase for KCPL shareholders, and a 15.2
percent boost for UtiliCorp shareholders.
The bottom line of the KCPL/UtiliCorp agreement is a
productive growth relationship... not just another "deal."
But intruding on our efforts to build for the future,
Topeka-based Western Resources launched an aggressive
hostile takeover bid for KCPL. Recognizing the realities of
the new deregulating energy marketplace, Western is trying
to block the creation of a new and formidable competitor.
We believe the Western offer really is no offer at all.
Its financial assumptions simply do not add up and are not
credible. For example, Western changed its increased
dividend forecast within days of its initial hostile
takeover announcement. Western also first announced to the
public that its plans included no layoffs; then, the very
next day told Kansas regulators in official documents that
531 jobs in fact would be eliminated.
Western seems prepared to make Missouri and Kansas the
testing ground for dealmaking, and the battle ground for a
hostile utility takeover. The simple truth is that
Western seems to us more intent on doing deals and
transactions than building businesses and relationships.
No hostile intrusion like that of Western Resources has
ever been successful in the history of the utility industry,
and we don't expect that will have changed after the
shareholder vote for our merger of equals is counted on May
22. We believe our communities and our investors clearly
understand and appreciate KCPL and UtiliCorp's plans to
further strengthen our ties to Kansas City... to the people
of this area who look to us for safe, reliable, low-cost
energy... and for jobs... and for growth in shareholder
value.
We know that strong companies are born not from hostile
beginnings, but from a partnership of equals working for the
benefit of our customers, employees, communities, and
shareholders. That support and commitment is something
solid you can see and grasp. Its roots have taken firm hold
over the century and more that we both have conducted our
main operations in Kansas City and surrounding communities.
The KCPL/UtiliCorp relationship and plan for the future
here include a combined world headquarters where thousands
of area employees will be working to bring our vision to
life, and strengthen Kansas City's role as a major player in
the emerging global energy marketplace.
We don't intend to allow interlopers from the west to
block that vision in any way.
/s/Drue Jennings /s/Richard C. Green, Jr.
Chairman, President and Chairman and Chief Executive
Chief Executive Officer Officer
Kansas City Power & Light Company UtiliCorp United
[end of article]
#####
[This ad will appear in various publications commencing May 8, 1996.]
To KCPL Shareholders:
It's About Credibility
[picture of fuel gauge indicating "E" for empty]
How to Gauge Western Resources' Promises
to KCPL Shareholders
WESTERN RESOURCES INC.'S HOSTILE OFFER IS RUNNING ON EMPTY.
Western has made a number of QUESTIONABLE CLAIMS in launching its
hostile offer for Kansas City Power & Light Company.
Questionable about STOCK VALUE, questionable about DIVIDENDS,
questionable about SYNERGIES, questionable about LAYOFFS. Plain
and simply, Western Resources is seeking TO BREAK UP THE FRIENDLY
MERGER OF EQUALS BETWEEN KCPL AND UTILICORP UNITED INC. And it's
attempting to do so by making what we believe is an ILLUSORY
OFFER built upon FAULTY ASSUMPTIONS.
The friendly merger between KCPL and UtiliCorp will create a
strong, new company. A company that will deliver value to its
many diverse constituencies--shareholders, employees, customers,
communities...now and for the long term.
AN OFFER NEEDS TO BE REAL
Western's hostile bid is not credible,
it's not achievable,
and it's not strategic.
[KCPL logo]
Vote YES to the KCPL/UtiliCorp Merger on the WHITE Proxy Card
If you have any questions or need assistance in completing the
WHITE proxy card, please call our proxy solicitor, D. F. KING &
CO., toll free, 1-800-714-3312.
[end of ad]
#####