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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant / /
Filed by a Party other than the Registrant /X/
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or
or Rule 14a-12
KANSAS CITY POWER AND LIGHT COMPANY
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(Name of Registrant as Specified In Its Charter)
WESTERN RESOURCES, INC.
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(I)(1), or 14a-6(I)(2)
/ / $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(I)(3)
/ / Fee computed on table below per Exchange Act Rules 14a-6(I)(4)
and 0-11
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:*
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4) Proposed maximum aggregate value of transaction:
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Set forth the amount on which the filing fee is calculated and state how it
was determined.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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/x/ Filing fee paid with preliminary filing.
The following press release and employee update was released on June 19, 1996:
WESTERN RESOURCES SENDS PROXY MATERIAL TO KCPL SHAREOWNERS
MATERIAL FOLLOWS UP ON INCREASED $31 PER SHARE OFFER
TOPEKA, Kansas, June 19, 1996 -- Western Resources, Inc., today mailed
letters and updated proxy materials to Kansas City Power & Light shareowners
detailing Western Resources' increased offer to merge with KCPL and urging
shareowners to vote against the merger proposal with UtiliCorp.
In the letter accompanying the proxy materials, John E. Hayes, Jr., Western
Resources chairman of the board and chief executive officer, said that the new
$31 per share offer represents a 20 percent premium over the closing price of
KCPL common stock on June 14, 1996, the closing price just before announcement
of the improved offer, and a dividend of between $2.00 and $2.35 per KCPL
share, based on Western Resources' projected 1998 annual dividend of $2.14 per
share.
"Our new, higher offer was made after careful consideration of the compelling
benefits of a combination between KCPL and Western Resources to the
shareowners of both companies and to the customers, employees, and communities
that we serve," Hayes said in the letter. "We believe our new offer will
provide you [the KCPL shareowners] with significantly greater value for your
KCPL investment than can be obtained through a transaction with UtiliCorp."
The Western Resources proxy materials provide details of the offer being made
to KCPL shareholders, as well as a proxy card, which permits KCPL shareholders
to vote against the UtiliCorp/KCPL proposal.
Specifically, the proxy material asks KCPL shareowners to:
Vote against the UtiliCorp proposal on the enclosed GOLD proxy card;
Support the Western Resources offer with a call to KCPL and its board members;
and
Look for the Western Resources exchange offer, which will be mailed after it
has been declared effective by the Securities and Exchange Commission.
Western Resources (NYSE:WR) is a diversified energy company. Its utilities,
KPL and KGE, operating in Kansas and Oklahoma, provide natural gas service to
approximately 650,000 customers and electric service to approximately 600,000
customers. Through its subsidiaries, Westar Business Services, Westar Consumer
Services, Westar Capital, and The Wing Group, energy-related products and
services are developed and marketed in the continental U.S., and offshore.
For more information about Western Resources and its operating companies,
visit us on the Internet at http://www.wstnres.com.
Western Resources has filed exchange offer materials with the Securities and
Exchange Commission and intends to make its offer directly to shareholders of
KCPL as soon as its registration statement has been declared effective by the
Securities and Exchange Commission.
A registration statement relating to the Western Resources securities referred
to in these materials has been filed with the Securities and Exchange
Commission but has not yet become effective. Such securities may not be sold
nor may offers to buy be accepted prior to the time the registration statement
becomes effective. These materials shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of these
securities in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such sale.