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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
[X] Definitive Additional Materials
[ ] 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:
####
[Article for May 6, 1996 issue of LightLines, a newsletter for
all active and retired KCPL employees]
HAVE A SAY IN YOUR COMPANY'S FUTURE; VOTE YOUR PROXY
As KCPL shareholders, employees have the opportunity to help
determine the company's future. You're being asked to participate
in that decision by voting your proxy as soon as possible and
before the upcoming shareholders' meeting scheduled for May 22.
As a shareholder, you should have received a white proxy
card from KCPL through the mail. In fact, you should have
received two white proxy cards by now. The proxy card asks you to
vote on five separate issues. To vote FOR the merger with
UtiliCorp United, just mark the "FOR" box. After you sign and
date the card, return it in the enclosed envelope.
The proxy process can be confusing, especially in light of
Western Resources' attempt to derail the KCPL-UCU merger. Here
are a few commonly asked questions about the proxy process that
we hope will help clear up any misunderstandings.
Q: I've already signed and sent in my proxy. I don't want to
change my vote, so do I need to send another proxy vote?
A: If you do not wish to change your vote, you do not need to
send in another proxy. The proxy with the date closest to
the date of the shareholders' meeting will be used as your
final vote.
Q: I sent in my proxy earlier, but I've decided I want to
change my vote. What happens when I send in another proxy?
A: If you have decided to change your vote, simply mark the
appropriate box, sign and send in another proxy card. Your
first vote will be disregarded.
Q: What is Western Resources asking KCPL shareholders to vote
on?
A: Western is asking you to vote against the KCPL-UCU merger.
Their proxy card does not give you an opportunity to vote
for any type of future business deal with Western Resources.
Q: What should I do if I receive a proxy from Western
Resources?
A: If you do not wish to vote against the KCPL-UCU merger,
simply discard all materials you receive from Western
Resources.
Q: If I don't respond to Western's proxy, will that count as a
vote against the merger with UCU?
A: No. If you do not use the proxy card sent by Western
Resources (printed on paper other than white), your vote on
the white KCPL proxy card will be used.
Q: What happens if I send in the colored card voting against
Western and the white card voting for UCU?
A: Only the last card received counts. So, if you want to vote
FOR UCU, send in the white card ONLY.
Be sure to take advantage of this opportunity to vote on
your company's future. Your input in this way represents the
ultimate employee involvement.
If you have additional questions about voting your proxy,
feel free to contact any executive or business manager.
[end of article]
#####
[Press release issued May 6, 1996]
KCPL AND UTILICORP INTEND TO RECOMMEND
$1.85 INITIAL DIVIDEND FOR MERGED COMPANY
Rate Represents 18.6 Percent Increase for KCPL Shareholders
and 15.2 Percent Boost for UtiliCorp Shareholders
KANSAS CITY, MO, May 6, 1996 -- Kansas City Power &
Light Company (NYSE: KLT) and UtiliCorp United (NYSE: UCU)
today announced their intention to recommend an initial
annualized dividend rate of $1.85 per share for the new
company that will result from their pending merger of equals.
Currently, UtiliCorp's dividend is $1.76 per share and
KCPL's is $1.56 per share. The announced dividend rate for
the merged company represents an 18.6 percent increase for
KCPL shareholders and a 15.2 percent boost, after adjustment
for the exchange ratio, for UtiliCorp shareholders. Under the
terms of the friendly merger entered into between the two
companies on January 19, 1996, shareholders of KCPL will
receive one share of stock in the new company for each share
of KCPL common stock owned, and holders of UtiliCorp common
stock will receive 1.096 shares of stock in the new company
for each common share of UtiliCorp owned.
"This dividend rate is based on a credible and well-
documented analysis," said Richard C. Green, Jr., Chairman and
Chief Executive Officer of UtiliCorp. "We believe
shareholders will find it fair, prudent and attractive. The
$1.85 rate is further confirmation of our belief in the strong
growth potential of our combined operation."
"KCPL and UtiliCorp have put together an agreement that
is readily achievable, can pass regulatory scrutiny, has
credible numbers to back it up, and makes thorough strategic
sense for our customers, shareholders, employees and
communities," added Drue Jennings, Chairman, President and
Chief Executive Officer of KCPL. "This dividend rate fits
that picture perfectly, and we believe shareholders will have
recognized that fact when the votes are counted on May 22. We
expect the UtiliCorp/KCPL combination will be strongly
- more -
Dividend, page 2
positioned to continue delivering above-average returns to our
shareholders."
The chief executives of the two Kansas City-based firms
said their companies' agreement to merge is based on a shared
vision and is a strategic response to the new competitive dynamics
of the utility industry. The merger will create a unique type of
company -- one with the customer focus and growth characteristics
of a diversified energy services provider, underpinned by the
operating and financial strengths of its core utility business.
Over the next 10 years the merger is expected to produce
cost savings and efficiencies totaling more than $600 million,
reduced rates for utility customers and increased
opportunities for employees.
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 a leader in
fuel procurement and plant technology. KLT Inc., a wholly-
owned subsidiary of KCPL, pursues opportunities in non-
regulated, primarily energy-related ventures.
UtiliCorp United is an international electric and gas
company with energy customers and operations across the U.S.
and in Canada, Great Britain, New Zealand, Australia and
Jamaica. In 1995 it launched EnergyOneSM, the first
nationally branded line of products and services for electric
and gas utility customers. UtiliCorp has grown rapidly over
the past decade through utility mergers and acquisitions and
by starting non-regulated energy-related businesses.
###
MEDIA CONTACTS: INVESTOR CONTACTS:
KCPL:
Pam Levetzow -- 816-556-2926 David Myers -- 816-556-2312
Phyllis Desbien -- 816-556-2903 Andrea Bielsker -- 816-556-2595
UtiliCorp:
Jerry Cosley -- 816-467-3677 Dale Wolf -- 816-467-3536
Media Relations -- 816-467-3000 Ellen Fairchild -- 816-467-3506
[end of press release]
#####
[Letter to KCPL shareholders]
[KCPL Letterhead]
THE KCPL/UTILICORP MERGER JUST GOT BETTER
May 6, 1996
DEAR SHAREHOLDER:
KCPL and its future partner, UtiliCorp United, Inc.,
announced today their intention to recommend an initial
annualized dividend rate of $1.85 per share upon completion of
their merger of equals. This is an increase of approximately 19%
over KCPL's current dividend rate.*
In addition:
- The increased dividend is only the beginning. The strategic
combination of KCPL and UtiliCorp will create a strong
international energy company with diversified business lines
properly positioned for significant future earnings growth.
- The merger combines the strengths of both companies to form
a new growth company, fully prepared to compete effectively in
the deregulated utility industry. This means greater value for
shareholders over both the near and long term, and greater safety
in your dividend income stream.
- 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.
DON'T BE MISLED
As you know, Western Resources doesn't want you to approve
the KCPL/UtiliCorp merger. Between now and our Annual Meeting,
we fully expect Western to continue its barrage of flawed (and
ever changing) promises of greater value, all in an effort to get
you to vote against the merger with UtiliCorp. There are
significant conditions to Western's proposal, and a merger
proposal or exchange offer that can't be completed is worth
nothing.
Remember:
- Western's exchange offer is conditioned on your Board
approving a transaction that it does not support.
- Western's offer requires that at least 90% of KCPL's
outstanding shares be tendered to Western and accepted for
exchange.
- No hostile offer for a public utility has ever succeeded.
Ask yourself what the chances are that a combination of KCPL
and Western is going to happen. We are sure you will agree the
KCPL/UtiliCorp merger is the best and only real choice before
you.
IT'S UP TO YOU
The merger of KCPL and UtiliCorp requires a YES vote from
holders of two-thirds of KCPL's outstanding shares -- a difficult
voting threshold even without Western's confusing rhetoric. In
short, the merger will not happen without your vote. Don't miss
out on the chance to create a strong new company with greater
opportunities for growth in revenue, income and value for you.
Vote FOR the KCPL/UtiliCorp merger by signing, dating and
mailing the enclosed WHITE proxy TODAY. The Annual Meeting is
scheduled for May 22, so it is important to act without delay.
Thank you.
Sincerely,
/s/Drue Jennings
DRUE JENNINGS
Chairman of the Board, President and
Chief Executive Officer
IMPORTANT
Please make sure your latest dated proxy is a WHITE card voting
FOR the KCPL/UtiliCorp merger (proposal #1). Failure to return a
proxy will have the same effect as a vote against the merger. If
you have any questions or need assistance in voting your KCPL
shares, please call D. F. King & Co., Inc. at (800) 714-3312
(toll-free).
* The dividend policy of the combined company will be determined,
from time to time, by the combined company's board of directors,
taking into consideration the combined company's results of
operations, financial condition, capital requirements and other
relevant considerations, including regulatory considerations.
[end of shareholder letter]
#####
[press release issued May 6, 1996]
FOR IMMEDIATE RELEASE
Media Contacts: Investor Contact:
Pam Levetzow David Myers
816 / 556-2926 816 / 556-2312
Phyllis Desbien
816 / 556-2903
Joele Frank/Tim Metz
Abernathy MacGregor Scanlon
212 / 371-5999
KANSAS CITY POWER & LIGHT COMPANY ANNOUNCES KCPL/UTILICORP INTEND
TO RECOMMEND $1.85 INITIAL DIVIDEND FOR MERGED COMPANY
Kansas City, Missouri (May 6, 1996) -- Kansas City Power &
Light Company (NYSE: KLT) in a letter to KCPL shareholders from
Drue Jennings, KCPL Chairman, President and Chief Executive
Officer announced today that KCPL and UtiliCorp United (NYSE:
UCU) intend to recommend an initial annualized dividend rate of
$1.85 per share upon completion of their merger of equals. This
is an increase of approximately 19% over KCPL's current dividend
rate. Attached is the text of the correspondence sent to KCPL
shareholders.
DEAR SHAREHOLDER:
KCPL and its future partner, UtiliCorp United, Inc.,
announced today their intention to recommend an initial
annualized dividend rate of $1.85 per share upon completion of
their merger of equals. This is an increase of approximately
19% over KCPL's current dividend rate.*
In addition:
- The increased dividend is only the beginning. The
strategic combination of KCPL and UtiliCorp will
create a strong international energy company with
diversified business lines properly positioned for
significant future earnings growth.
- more -
- The merger combines the strengths of both companies to
form a new growth company, fully prepared to compete
effectively in the deregulated utility industry. This
means greater value for shareholders over both the near
and long term, and greater safety in your dividend income
stream.
- 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.
DON'T BE MISLED
As you know, Western Resources doesn't want you to approve
the KCPL/UtiliCorp merger. Between now and our Annual Meeting,
we fully expect Western to continue its barrage of flawed (and
ever changing) promises of greater value, all in an effort to get
you to vote against the merger with UtiliCorp. There are
significant conditions to Western's proposal, and a merger
proposal or exchange offer that can't be completed is worth
nothing.
Remember:
- Western 's exchange offer is conditioned on your Board
approving a transaction that it does not support.
- Western's offer requires that at least 90% of KCPL's
outstanding shares be tendered to Western and accepted
for exchange.
- No hostile offer for a public utility has ever succeeded.
Ask yourself what the chances are that a combination of KCPL
and Western is going to happen. We are sure you will agree the
KCPL/UtiliCorp merger is the best and only real choice before
you.
- more -
IT'S UP TO YOU
The merger of KCPL and UtiliCorp requires a YES vote from
holders of two-thirds of KCPL's outstanding shares -- a difficult
voting threshold even without Western's confusing rhetoric. In
short, the merger will not happen without your vote. Don't miss
out on the chance to create a strong new company with greater
opportunities for growth in revenue, income and value for you.
Vote FOR the KCPL/UtiliCorp merger by signing, dating and
mailing the enclosed WHITE proxy TODAY. The Annual Meeting is
scheduled for May 22, so it is important to act without delay.
Thank you.
Sincerely,
/s/ Drue Jennings
DRUE JENNINGS
Chairman of the Board, President and
Chief Executive Officer
*The dividend policy of the combined company will be determined,
from time to time, by the combined company's board of directors,
taking into consideration the combined company's results of
operations, financial condition, capital requirements and other
relevant considerations, including regulatory considerations.
[end of press release]
#####