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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
/ / Definitive Additional Materials
/X/ Soliciting Material Pursuant to Rule 14a-11(c) or
or Rule 14a-12
KANSAS CITY POWER AND LIGHT COMPANY
- -----------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
WESTERN RESOURCES, INC.
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(Name of Person(s) Filing Proxy Statement)
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Rule 14a-6(I)(3)
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On April 28, 1996, Western Resources, Inc. issued the following Press
Release:
UTILITY ANALYSTS SUPPORT
WESTERN RESOURCES' MERGER OFFER
TOPEKA, Kansas, April 28, 1996 -- The overwhelmingly positive reaction
of utility analysts to the Western Resources offer to merge with Kansas
City Power & Light represents a strong endorsement of the Western Resources
offer, Western Resources' chairman and chief executive officer John E.
Hayes, Jr., announced today.
"We have been extremely pleased by the favorable reaction of some of
the utility industry's top financial experts," Hayes said. "After studying
our offer and discussing it with us, their response has been uniformly
positive."
Hayes said most of the analysts have concluded the proposed Western
Resources/KCPL merger offers greater immediate benefits to shareholders and
customers than UtiliCorp's offer to KCPL. And because the two companies
would fit so well together, Hayes said, the analysts believe a Western
Resources/KCPL merger would strengthen both companies through impressive
cost savings and provide synergy for future growth.
"The best evidence of how our proposed merger is being evaluated by
the financial community can be seen from some of their published comments,"
Hayes said.
Hayes cited an earlier analyst evaluation of Western Resources, which
he said should put to rest the claim that Western Resources lacks the
vision to meet the challenges posed by deregulation and stiffer
competition:
"We regard (Western Resources') management among the most innovative
in the industry, a characteristic that will become increasingly important
as the industry becomes more competitive."
Edward Tirello, NatWest Securities Corporation, Dec. 22, 1995.
Hayes also cited the following analyst comments:
"Western Resources has a proven track record of successfully working
through utility mergers in the recent past in a way that creates
shareholder value and benefits for ratepayers. Because of this, we have a
great deal of confidence that the management can accomplish similar success
in a merger with KLT (KCPL)."
Barry M. Abramson, CFA, Prudential Securities, April 23, 1996.
"...we believe that Western Resources' proposal is clearly superior
from both a shareholder (premium and dividend increase), ratepayer (larger
rate cuts) . . . "
Steven I. Fleishman, Dean Witter Reynolds, Inc., April 16, 1996.
"...UtiliCorp (UCU) carries the most downside for KLT (KCPL). We
anticipate a BBB+ rating under this scenario because: (1) UCU has weaker
financials; and (2) has fewer operating synergies. Shareholders will
undoubtedly find the (WR/KCPL) $1.23 per share premium attractive and
regulators will undoubted(ly) be lured by the $1.043 billion expense
savings (1/3 of which will be passed on to customers)."
Dan Scotto, Bear, Stearns & Co., Inc., April 15, 1996
"Western Resources' offer to merge with KLT (KCPL) appears
significantly better than KLT's proposed merger with UtiliCorp. New
company would have higher earnings, higher dividend, strong balance sheet
and good cash flow."
Greg Gordon, CFA, Oppenheimer & Co., Inc., April 18, 1996.
"WR's offer is clearly better for KLT shareholders and customers than
the agreed-to
merger with UCU (UtiliCorp)."
Douglas A. Fischer, CFA, A.G. Edwards & Sons, Inc., April 15,
1996.
Hayes pointed out that the quotes from industry experts were not
solicited by Western Resources, but stemmed from their own independent
evaluation of the company.
"When I announced our offer to merge with KCPL, I called the offer a
'win, win, win' proposition, and I think these expert opinions bear me
out," Hayes said. "A Western Resources/KCPL merger will be a win for our
shareholders, a win for our customers, a win for employees and a win for
the communities these two great companies serve."
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.
SHARES OF KANSAS CITY POWER & LIGHT COMPANY ("KCPL")
COMMON STOCK HELD BY WESTERN RESOURCES, INC. ("WESTERN RESOURCES"),
ITS DIRECTORS AND EXECUTIVE OFFICERS AND CERTAIN EMPLOYEES, OTHER
REPRESENTATIVES OF WESTERN RESOURCES AND CERTAIN OTHER PERSONS WHO MAY
SOLICIT PROXIES, AND CERTAIN TRANSACTIONS BETWEEN ANY OF THEM AND KCPL
Western Resources may solicit proxies against the KCPL/UtiliCorp
United Inc. merger. The participants in this solicitation may include
Western Resources, the directors of Western Resources (Frank J. Becker,
Gene A. Budig, C.Q. Chandler, Thomas R. Clevenger, John C. Dicus, John E.
Hayes, Jr., David H. Hughes, Russell W. Meyer, Jr., John H. Robinson, Louis
W. Smith, Susan M. Stanton, Kenneth J. Wagnon and David C. Wittig), and the
following executive officers and employees of Western Resources or its
subsidiaries: Steven L. Kitchen (E.V.P. and C.F.O.), Carl M. Koupal, Jr.
(E.V.P. and CAO), John K. Rosenberg (E.V.P. and G.C.), Jerry D. Courington
(Controller), James T. Clark (V.P.), William G. Eliason (V.P.), Thomas L.
Grennan (V.P.), Richard M. Haden (E.V.P.), Norman E. Jackson (E.V.P.),
James A. Martin (V.P.), Hans E. Mertens (V.P.), Carl A. Ricketts (V.P.),
David E. Roth (V.P.), Mark A. Ruelle (V.P.), Edward H. Schaub (V.P.),
Thomas E. Shea (Treasurer), Richard D. Terrill (Secretary), William B.
Moore (President, KGE), Steven A. Millstein (President, Westar Consumer),
Rita A. Sharpe (V.P., Westar Business), Kenneth T. Wymore (President,
Westar Business), C. Bob Cline (President, Westar Capital), Fred M. Bryan
(President, KPL), Roderick S. Donovan (V.P., Westar Gas Marketing),
Catherine A. Forbes, Hal L. Jensen, Lisa A. Walsh, Donald W. Bartling,
Michael L. Faler, Clyde R. Hill, Leroy P. Wages, David R. Phelps, Wayne
Kitchen, Glen A. Scott, Jr., Kelly B. Harrison, Marcus J. Ramirez, Anita J.
Hunt, Ira W. McKee, Jr., Michael D. Clark (Controller, Westar Business),
Douglas J. Henry, Annette M. Beck, C.W. Underkofler, Carol E. Deason, James
N. Wishart, Gregory M. Wright, Richard D. Kready, Michel' J. Philipp, Greg
A. Greenwood, Carolyn A. Starkey, Bruce A. Akin, James J. Ludwig, Bruce R.
Burns, Kelly D. Foley, Robin D. Brown, Rechell L. Smith, Shari L. Gentry,
Gay V. Crawford, Susan K. Reese, Don W. Whitlock, Denise A Schumaker, Duane
D. Goertz, Robert J. Knott and Judith A. Wilt.
As of April 19, 1996, Western Resources had no security
holdings in KCPL. Robert L. Rives, a person who will solicit
proxies, is the beneficial owner of 500 shares of common stock,
no par value, of KCPL (the "KCPL Common Stock"). Western
Resources director Susan M. Stanton serves as co-trustee of two
trusts, which beneficially own 7,900 shares of KCPL Common Stock.
No trading activity has occurred with respect to any of such
stock during the last two years. Western Resources director C.Q.
Chandler is Chairman of the board of directors of INTRUST
Financial Corporation. INTRUST Bank, a subsidiary of INTRUST
Financial Corporation, holds in ten trust accounts an aggregate
of 5,468 shares of KCPL Common Stock. Wayne Kitchen is the
beneficial owner of 400 shares of KCPL Common Stock.
Other than as set forth, herein, as of the date of this news
release, neither Western Resources nor any of its directors,
executive officers or other representatives or employees of
Western Resources, or other persons known to Western Resources,
who may solicit proxies has any security holdings in KCPL.
Western Resources disclaims beneficial ownership of any
securities of KCPL held by any pension plan of Western Resources
or by any affiliate of Western Resources.
Although Salomon Brothers Inc, financial advisors to Western
Resources, do not admit that they or any of their directors,
officers, employees or affiliates are a "participant," as defined
in Schedule 14A promulgated under the Securities Exchange Act of
1934 by the Securities and Exchange Commission, or that such
Schedule 14A requires the disclosure of certain information
concerning Salomon Brothers Inc, Gregg S. Polle (Managing
Director), Arthur H. Tildesley, Jr. (Director), Terence G. Kawaja
(Vice President) and Anthony R. Whittemore (Associate), in each
case of Salomon Brothers Inc, may assist Western Resources in
such a solicitation. Salomon Brothers Inc engages in a full
range of investment banking, securities trading, market-making
and brokerage services for institutional and individual clients.
In the normal course of their business, Salomon Brothers Inc may
trade securities of KCPL for their own account and the account of
their customers and, accordingly, may at any time hold a long or
short position in such securities. As of April 19, 1996, Salomon
Brothers Inc did not hold any securities of KCPL.
Except as disclosed above, to the knowledge of Western
Resources, none of Western Resources, the directors or executive
officers of Western Resources or the employees or other
representatives of Western Resources named above has any
interest, direct or indirect, by security holdings or otherwise,
in KCPL.
A registration statement relating to the Western Resources
securities referred to in this news release 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. This news release 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 state.
On April 29, 1996, Western Resources, Inc. issued the following
Employee Update:
Western Resources/KCPL Merger
Informational Activities through May 22
Perhaps you've been wondering about Western Resources'
plans going forward in our efforts to merge with KCPL.
The next few weeks _ leading up to the May 22 KCPL
shareholder meeting _ will be very busy ones for Western
Resources.
On May 22, KCPL shareholders will be given an opportunity
to vote on the proposed UtiliCorp/KCPL merger. In order for our
transaction to be considered, the proposed merger with UtiliCorp
must not be approved by the KCPL shareholders.
As you can imagine, between now and then, we will be busy
discussing the merits of our merger.
*Letter to KCPL
On Friday, April 26, we sent a letter to Drue Jennings,
KCPL chairman of the board, president and chief executive
officer. In this letter, we addressed KCPL's misleading
statements appearing in communications to KCPL shareholders,
employees, and in the media in general. This letter and a related
news release were sent to all media outlets as well as to Western
Resources employees.
*Financial Community Visits
We also will make extensive visits to the financial
community. We will visit 35 cities in the next two weeks to talk
openly and factually about our offer. These visits will be in
cities across the nation. We will keep you apprised of the
feedback we're receiving from analysts in the financial world.
*Employee Meetings
On Monday, April 29, we will begin a series of employee
meetings to visit about merger-related developments. We will
visit as many employee locations as possible so questions can be
answered by those involved in the merger offer. Watch for future
information about dates, times, and locations.
*Advertising
During the past few days, you also may have noticed
several advertisements in local newspapers. These advertisements,
appearing in local, regional and national publications, are part
of our efforts to explain the benefits of our offer.
*STARLINE
In the meantime, we will continue to address your
questions and concerns through the Western Resources employee
telephone line - STARLINE. Employees are encouraged to call
1-800-621-4282 or, from your work location, call 913-575-8180.
Please leave your name and location for the fastest reply.
SHARES OF KANSAS CITY POWER & LIGHT COMPANY ("KCPL")
COMMON STOCK HELD BY WESTERN RESOURCES, INC. ("WESTERN
RESOURCES"),ITS DIRECTORS AND EXECUTIVE OFFICERS AND CERTAIN
EMPLOYEES, OTHERREPRESENTATIVES OF WESTERN RESOURCES AND CERTAIN
OTHER PERSONS WHO MAY SOLICIT PROXIES, AND CERTAIN TRANSACTIONS
BETWEEN ANY OF THEM AND KCPL
Western Resources may solicit proxies against the
KCPL/UtiliCorp United Inc. merger. The participants in this
solicitation may include Western Resources, the directors of
Western Resources (Frank J. Becker, Gene A. Budig, C.Q. Chandler,
Thomas R. Clevenger, John C. Dicus, John E. Hayes, Jr., David H.
Hughes, Russell W. Meyer, Jr., John H. Robinson, Louis W. Smith,
Susan M. Stanton, Kenneth J. Wagnon and David C. Wittig), and the
following executive officers and employees of Western Resources
or its subsidiaries: Steven L. Kitchen (E.V.P. and C.F.O.), Carl
M. Koupal, Jr. (E.V.P. and CAO), John K. Rosenberg (E.V.P. and
G.C.), Jerry D. Courington (Controller), James T. Clark (V.P.),
William G. Eliason (V.P.), Thomas L. Grennan (V.P.), Richard M.
Haden (E.V.P.), Norman E. Jackson (E.V.P.), James A. Martin
(V.P.), Hans E. Mertens (V.P.), Carl A. Ricketts (V.P.), David E.
Roth (V.P.), Mark A. Ruelle (V.P.), Edward H. Schaub (V.P.),
Thomas E. Shea (Treasurer), Richard D. Terrill (Secretary),
William B. Moore (President, KGE), Steven A. Millstein
(President, Westar Consumer), Rita A. Sharpe (V.P., Westar
Business), Kenneth T. Wymore (President, Westar Business), C. Bob
Cline (President, Westar Capital), Fred M. Bryan (President,
KPL), Roderick S. Donovan (V.P., Westar Gas Marketing),
Catherine A. Forbes, Hal L. Jensen, Lisa A. Walsh, Donald W.
Bartling, Michael L. Faler, Clyde R. Hill, Leroy P. Wages, David
R. Phelps, Wayne Kitchen, Glen A. Scott, Jr., Kelly B. Harrison,
Marcus J. Ramirez, Anita J. Hunt, Ira W. McKee, Jr., Michael D.
Clark (Controller, Westar Business), Douglas J. Henry, Annette M.
Beck, C.W. Underkofler, Carol E. Deason, James
N. Wishart, Gregory M. Wright, Richard D. Kready, Michel' J.
Philipp, Greg A. Greenwood, Carolyn A. Starkey, Bruce A. Akin,
James J. Ludwig, Bruce R. Burns, Kelly D. Foley, Robin D. Brown,
Rechell L. Smith, Shari L. Gentry, Gay V. Crawford, Susan K.
Reese, Don W. Whitlock, Denise A Schumaker, Duane D. Goertz,
Robert J. Knott and Judith A. Wilt.
As of April 19, 1996, Western Resources had no security
holdings in KCPL. Robert L. Rives, a person who will solicit
proxies, is the beneficial owner of 500 shares of common stock,
no par value, of KCPL (the "KCPL Common Stock"). Western
Resources director Susan M. Stanton serves as co-trustee of two
trusts, which beneficially own 7,900 shares of KCPL Common Stock.
No trading activity has occurred with respect to any of such
stock during the last two years. Western Resources director C.Q.
Chandler is Chairman of the board of directors of INTRUST
Financial Corporation. INTRUST Bank, a subsidiary of INTRUST
Financial Corporation, holds in ten trust accounts an aggregate
of 5,468 shares of KCPL Common Stock. Wayne Kitchen is the
beneficial owner of 400 shares of KCPL Common Stock.
Other than as set forth, herein, as of the date of this news
release, neither Western Resources nor any of its directors,
executive officers or other representatives or employees of
Western Resources, or other persons known to Western Resources,
who may solicit proxies has any security holdings in KCPL.
Western Resources disclaims beneficial ownership of any
securities of KCPL held by any pension plan of Western Resources
or by any affiliate of Western Resources.
Although Salomon Brothers Inc, financial advisors to Western
Resources, do not admit that they or any of their directors,
officers, employees or affiliates are a "participant," as defined
in Schedule 14A promulgated under the Securities Exchange Act of
1934 by the Securities and Exchange Commission, or that such
Schedule 14A requires the disclosure of certain information
concerning Salomon Brothers Inc, Gregg S. Polle (Managing
Director), Arthur H. Tildesley, Jr. (Director), Terence G. Kawaja
(Vice President) and Anthony R. Whittemore (Associate), in each
case of Salomon Brothers Inc, may assist Western Resources in
such a solicitation. Salomon Brothers Inc engages in a full
range of investment banking, securities trading, market-making
and brokerage services for institutional and individual clients.
In the normal course of their business, Salomon Brothers Inc may
trade securities of KCPL for their own account and the account of
their customers and, accordingly, may at any time hold a long or
short position in such securities. As of April 19, 1996, Salomon
Brothers Inc did not hold any securities of KCPL.
Except as disclosed above, to the knowledge of Western
Resources, none of Western Resources, the directors or executive
officers of Western Resources or the employees or other
representatives of Western Resources named above has any
interest, direct or indirect, by security holdings or otherwise,
in KCPL.
A registration statement relating to the Western Resources
securities referred to in this news release 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. This news release 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 state.
On April 29, 1996, Western Resources, Inc. issued the following
Employee Update:
UTILITY ANALYSTS SUPPORT
WESTERN RESOURCES' MERGER OFFER
TOPEKA, Kansas, April 28, 1996 -- The overwhelmingly
positive reaction of utility analysts to the Western Resources
offer to merge with Kansas City Power & Light represents a strong
endorsement of the Western Resources offer, Western Resources'
chairman and chief executive officer John E. Hayes, Jr.,
announced today.
"We have been extremely pleased by the favorable reaction of
some of the utility industry's top financial experts," Hayes
said. "After studying our offer and discussing it with us, their
response has been uniformly positive."
Hayes said most of the analysts have concluded the proposed
Western Resources/KCPL merger offers greater immediate benefits
to shareholders and customers than UtiliCorp's offer to KCPL. And
because the two companies would fit so well together, Hayes said,
the analysts believe a Western Resources/KCPL merger would
strengthen both companies through impressive cost savings and
provide synergy for future growth.
"The best evidence of how our proposed merger is being
evaluated by the financial community can be seen from some of
their published comments," Hayes said.
Hayes cited an earlier analyst evaluation of Western
Resources, which he said should put to rest the claim that
Western Resources lacks the vision to meet the challenges posed
by deregulation and stiffer competition:
"We regard (Western Resources') management among the most
innovative in the industry, a characteristic that will become
increasingly important as the industry becomes more
competitive."
Edward Tirello, NatWest Securities Corporation, Dec.
22, 1995.
Hayes also cited the following analyst comments:
"Western Resources has a proven track record of successfully
working through utility mergers in the recent past in a way that
creates shareholder value and benefits for ratepayers. Because
of this, we have a great deal of confidence that the management
can accomplish similar success in a merger with KLT (KCPL)."
Barry M. Abramson, CFA, Prudential Securities, April
23, 1996.
"...we believe that Western Resources' proposal is clearly
superior from both a shareholder (premium and dividend increase),
ratepayer (larger rate cuts) . . . "
Steven I. Fleishman, Dean Witter Reynolds, Inc., April
16, 1996.
"...UtiliCorp (UCU) carries the most downside for KLT
(KCPL). We anticipate a BBB+ rating under this scenario because:
(1) UCU has weaker financials; and (2) has fewer operating
synergies. Shareholders will undoubtedly find the (WR/KCPL)
$1.23 per share premium attractive and regulators will
undoubted(ly) be lured by the $1.043 billion expense savings (1/3
of which will be passed on to customers)."
Dan Scotto, Bear, Stearns & Co., Inc., April 15, 1996
"Western Resources' offer to merge with KLT (KCPL) appears
significantly better than KLT's proposed merger with UtiliCorp.
New company would have higher earnings, higher dividend, strong
balance sheet and good cash flow."
Greg Gordon, CFA, Oppenheimer & Co., Inc., April 18,
1996.
"WR's offer is clearly better for KLT shareholders and
customers than the agreed-to
merger with UCU (UtiliCorp)."
Douglas A. Fischer, CFA, A.G. Edwards & Sons, Inc.,
April 15, 1996.
Hayes pointed out that the quotes from industry experts were
not solicited by Western Resources, but stemmed from their own
independent evaluation of the company.
"When I announced our offer to merge with KCPL, I called the
offer a 'win, win, win' proposition, and I think these expert
opinions bear me out," Hayes said. "A Western Resources/KCPL
merger will be a win for our shareholders, a win for our
customers, a win for employees and a win for the communities
these two great companies serve."
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.
SHARES OF KANSAS CITY POWER & LIGHT COMPANY ("KCPL")
COMMON STOCK HELD BY WESTERN RESOURCES, INC. ("WESTERN
RESOURCES"),
ITS DIRECTORS AND EXECUTIVE OFFICERS AND CERTAIN EMPLOYEES, OTHER
REPRESENTATIVES OF WESTERN RESOURCES AND CERTAIN OTHER PERSONS
WHO MAY
SOLICIT PROXIES, AND CERTAIN TRANSACTIONS BETWEEN ANY OF THEM AND
KCPL
Western Resources may solicit proxies against the
KCPL/UtiliCorp United Inc. merger. The participants in this
solicitation may include Western Resources, the directors of
Western Resources (Frank J. Becker, Gene A. Budig, C.Q. Chandler,
Thomas R. Clevenger, John C. Dicus, John E. Hayes, Jr., David H.
Hughes, Russell W. Meyer, Jr., John H. Robinson, Louis W. Smith,
Susan M. Stanton, Kenneth J. Wagnon and David C. Wittig), and the
following executive officers and employees of Western Resources
or its subsidiaries: Steven L. Kitchen (E.V.P. and C.F.O.), Carl
M. Koupal, Jr. (E.V.P. and CAO), John K. Rosenberg (E.V.P. and
G.C.), Jerry D. Courington (Controller), James T. Clark (V.P.),
William G. Eliason (V.P.), Thomas L. Grennan (V.P.), Richard M.
Haden (E.V.P.), Norman E. Jackson (E.V.P.), James A. Martin
(V.P.), Hans E. Mertens (V.P.), Carl A. Ricketts (V.P.), David E.
Roth (V.P.), Mark A. Ruelle (V.P.), Edward H. Schaub (V.P.),
Thomas E. Shea (Treasurer), Richard D. Terrill (Secretary),
William B. Moore (President, KGE), Steven A. Millstein
(President, Westar Consumer), Rita A. Sharpe (V.P., Westar
Business), Kenneth T. Wymore (President, Westar Business), C. Bob
Cline (President, Westar Capital), Fred M. Bryan (President,
KPL), Roderick S. Donovan (V.P., Westar Gas Marketing),
Catherine A. Forbes, Hal L. Jensen, Lisa A. Walsh, Donald W.
Bartling, Michael L. Faler, Clyde R. Hill, Leroy P. Wages, David
R. Phelps, Wayne Kitchen, Glen A. Scott, Jr., Kelly B. Harrison,
Marcus J. Ramirez, Anita J. Hunt, Ira W. McKee, Jr., Michael D.
Clark (Controller, Westar Business), Douglas J. Henry, Annette M.
Beck, C.W. Underkofler, Carol E. Deason, James N. Wishart,
Gregory M. Wright, Richard D. Kready, Michel' J. Philipp, Greg A.
Greenwood, Carolyn A. Starkey, Bruce A. Akin, James J. Ludwig,
Bruce R. Burns, Kelly D. Foley, Robin D. Brown, Rechell L. Smith,
Shari L. Gentry, Gay V. Crawford, Susan K. Reese, Don W.
Whitlock, Denise A Schumaker, Duane D. Goertz, Robert J. Knott
and Judith A. Wilt.
As of April 19, 1996, Western Resources had no security
holdings in KCPL. Robert L. Rives, a person who will solicit
proxies, is the beneficial owner of 500 shares of common stock,
no par value, of KCPL (the "KCPL Common Stock"). Western
Resources director Susan M. Stanton serves as co-trustee of two
trusts, which beneficially own 7,900 shares of KCPL Common Stock.
No trading activity has occurred with respect to any of such
stock during the last two years. Western Resources director C.Q.
Chandler is Chairman of the board of directors of INTRUST
Financial Corporation. INTRUST Bank, a subsidiary of INTRUST
Financial Corporation, holds in ten trust accounts an aggregate
of 5,468 shares of KCPL Common Stock. Wayne Kitchen is the
beneficial owner of 400 shares of KCPL Common Stock.
Other than as set forth, herein, as of the date of this news
release, neither Western Resources nor any of its directors,
executive officers or other representatives or employees of
Western Resources, or other persons known to Western Resources,
who may solicit proxies has any security holdings in KCPL.
Western Resources disclaims beneficial ownership of any
securities of KCPL held by any pension plan of Western Resources
or by any affiliate of Western Resources.
Although Salomon Brothers Inc, financial advisors to Western
Resources, do not admit that they or any of their directors,
officers, employees or affiliates are a "participant," as defined
in Schedule 14A promulgated under the Securities Exchange Act of
1934 by the Securities and Exchange Commission, or that such
Schedule 14A requires the disclosure of certain information
concerning Salomon Brothers Inc, Gregg S. Polle (Managing
Director), Arthur H. Tildesley, Jr. (Director), Terence G. Kawaja
(Vice President) and Anthony R. Whittemore (Associate), in each
case of Salomon Brothers Inc, may assist Western Resources in
such a solicitation. Salomon Brothers Inc engages in a full
range of investment banking, securities trading, market-making
and brokerage services for institutional and individual clients.
In the normal course of their business, Salomon Brothers Inc may
trade securities of KCPL for their own account and the account of
their customers and, accordingly, may at any time hold a long or
short position in such securities. As of April 19, 1996, Salomon
Brothers Inc did not hold any securities of KCPL.
Except as disclosed above, to the knowledge of Western
Resources, none of Western Resources, the directors or executive
officers of Western Resources or the employees or other
representatives of Western Resources named above has any
interest, direct or indirect, by security holdings or otherwise,
in KCPL.
A registration statement relating to the Western Resources
securities referred to in this news release 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. This news release 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 state.
Additional material to be presented at analysts meetings the week
of April 29, 1996:
Title:
SYNERGIES COMPARISON TO ANNOUNCED TRANSACTIONS
- -----------------------------------------------
HISTOGRAM GRAPHS
- ------------------------------------------------
Position Reductions
(% of Total Company)
Low 0.9%
Average 6.9%
High 11.5%
CE/TE 3.4%
PPL/UPL 11.5%
NU/PSNH 0.9%
SCE/SDG&E 5.1%
KCPL/KGE 5.5%
KPL/KGE 6.6%
IPC/IPS 5.8%
ETR/GSU Not Applicable
CGE/PSI 4.2%
IPL/PSI 9.6%
IEL&P/IS Not Applicable
CSW/EPE 2.6%
WWP/SPR 8.5%
MWR/IIGE 6.0%
NSP/WEC 10.1%
UE/CIPS 3.4%
PSCo/SPS 8.8%
PECO/PPL 9.5%
BGE/PEPCO 11.0%
PSPL/WEC 8.7%
WPL/IPC/IES 10.8%
WR/KLT 7.3%
Nonfuel O&M Savings - Year 5
(% of Nonfuel Expense)
Low 1.7%
Average 7.3%
High 15.3%
CE/TE 6.2%
PPL/UPL 5.9%
NU/PSNH 1.7%
SCE/SDG&E 5.2%
KCPL/KGE 4.2
KPL/KGE 6.9%
IPC/IPS 6.1%
ETR/GSU 4.2%
CGE/PSI 7.2%
IPL/PSI 13.1%
IEL&P/IS 4.1%
CSW/EPE 2.3%
WWP/SPR 10.1%
MWR/IIGE 5.7%
NSP/WEC 15.3%
UE/CIPS 5.4%
PSCo/SPS 5.0%
PECO/PPL 9.9%
BGE/PEPCO 14.3%
PSPL/WEC 9.4%
WPL/IPC/IES 10.6%
WR/KLT 10.7%
Fuel Savings - Year 5
(% of Fuel Expense)
Low 0.0%
Average 1.8%
High 8.6%
CE/TE 2.4%
PPL/UPL 8.6%
NU/PSNH 1.0%
SCE/SDG&E 0.1%
KCPL/KGE 4.6%
KPL/KGE 2.1%
IPC/IPS 0.5%
ETR/GSU 3.4%
CGE/PSI 1.0%
IPL/PSI 0.0%
IEL&P/IS 4.1%
CSW/EPE 0.1%
WWP/SPR 0.1%
MWR/IIGE 0.2%
NSP/WEC 1.7%
UE/CIPS 1.7%
PSCo/SPS 3.8%
PECO/PPL 0.3%
BGE/PEPCO 0.0%
PSPL/WEC 0.0%
WPL/IPC/IES 1.4%
WR/KLT 1.2%
Source: Regulatory Filings
Title:
SYNERGIES COMPARISON TO ANNOUNCED TRANSACTIONS
Recent Announcements
- -------------------------------------------------------------------
HISTOGRAM GRAPH
- -------------------------------------------------------------------
Position Reductions
(% of Total Company)
WRI/KLT 7.3%
Low 3.4%
Average 8.5%
High 11.0%
Nonfuel O&M Savings - Year 5
(% of Nonfuel Expenses)
WRI/KLT 10.7%
Low 5.0%
Average 9.5%
High 15.3%
Fuel Savings - Year 5
(% of Fuel Expense)
WRI/KLT 1.2%
Low 0.0%
Average 1.0%
High 3.8%
(1) Includes last nine announced transactions for which information
is available.
Source: Regulatory Filings
Page fifty-four of UtiliCorp 1995 Annual Report
Note 16: Segment Information
December 31,
Dollars in millions 1995 1994 1993
- --------------------------------------------------------------
Sales:
Electric $ 577.7 $ 557.0 $ 546.9
Gas 616.8 618.6 686.1
Energy related business 1,171.0 935.8 1,292.0
Other 433.0 286.7 221.1
- --------------------------------------------------------------
Total Sales $2,798.5 $2,398.1 $2,746.1
- --------------------------------------------------------------
Depreciation, Depletion and Amortization:
Electric $ 53.7 $ 49.9 $45.9
Gas 34.3 30.1 28.6
Energy related business 49.6 59.6 60.8
Other 7.8 5.9 5.5
- --------------------------------------------------------------
Total Depreciation, Depletion
and Amortization $145.4 $145.5 $140.8
- --------------------------------------------------------------
Income (Loss) From Operations:
Electric $127.4 $125.3 $119.4
Gas 68.3 61.8 65.7
Energy related businesses 68.4 43.4 (32.9)
Other (39.0) (2.5) (8.2)
- --------------------------------------------------------------
Total Income From Operations $225.1 $228.0 $144.0
- --------------------------------------------------------------
Identifiable Assets:
Electric $1,200.2 $1,164.6 $1,162.0
Gas 900.0 819.9 716.9
Energy related businesses 873.1 717.1 604.2
Other 912.6 409.5 367.4
- --------------------------------------------------------------
Total Assets $3,885.9 $3,111.1 $2,850.5
- --------------------------------------------------------------
Capital Expenditures:
Electric $ 69.5 $ 81.3 $ 87.4
Gas 39.9 50.7 53.1
Energy related businesses 144.0 113.6 94.5
- --------------------------------------------------------------
Total Capital Expenditures $253.4 $245.6 $235.0
- --------------------------------------------------------------
Source: Utilicorp United 1995 Annual Report
Title:
Where do the savings go...
- ---------------------------------------------------------------
BAR GRAPH
- ---------------------------------------------------------------
WR/KCPL
$1,043 million
Customers $ 310 30%
Accelerated Depreciation $ 250 24%
Transaction Costs $ 88 8%
Additional Dividends to KCPL Shareholders* $ 220 21%
Retained Earnings $ 175 17%
UCU/KCPL
$636 million
Customers $ 255 35%
Accelerated Depreciation $ 250 39%
Transaction Costs $ 30 5%
Retained Earnings $ 131 21%
* Based on Western Resources' April 26, 1996 stock price and
current annual dividend levels.
Title:
Exchange Ratio Calculation and the Collar Mechanism
Calculation of Stock Price and Dividends to KCPL Shareholders
- ---------------------------------------------------------------
Table
- ---------------------------------------------------------------
Western Exchange Stock Premium Dividend Increase
Stock Ratio Value to KCPL to KCPL to KCPL
Price WR/KCPL to KCPL April 12 Holders Dividend
- ---------------------------------------------------------------
$27.00 0.985 $26.59 11.4% $2.03 30.1%
$27.50 0.985 $27.08 13.4% $2.03 30.1%
$28.00 0.985 $27.58 15.5% $2.03 30.1%
_______________________________________________________________
Bottom of Collar
$28.43 0.985 $28.00 17.3% $2.03 30.1%
- ---------------------------------------------------------------
| $28.50 0.982 $28.00 17.3% $2.02 29.5% |
| $29.50 0.949 $28.00 17.3% $1.96 25.6% |
| $30.50 0.918 $28.00 17.3% $1.89 21.2% |
- ----------------------------------------------------------------
$31.50 0.889 $28.00 17.3% $1.83 17.3%
$32.50 0.862 $28.00 17.3% $1.77 13.5%
$33.50 0.836 $28.00 17.3% $1.72 10.3%
$33.61 0.833 $28.00 17.3% $1.72 10.3%
Top of Collar
_______________________________________________________________
$34.50 0.833 $28.74 20.4% $1.72 10.3%
$35.50 0.833 $29.57 23.9% $1.72 10.3%
$36.50 0.833 $30.41 27.4% $1.72 10.3%
$37.50 0.833 $31.24 30.8% $1.72 10.3%
$38.50 0.833 $32.07 34.3% $1.72 10.3%
-----
| | Indicates Western Resources' trading range since the
----- offer was announced (April 14, 1996 - April 26, 1996)
Title:
ADDITIONAL OPPORTUNITIES
- --------------------------------------------------------------
CHART
- --------------------------------------------------------------
Additional Unquantified Savings Opportunities Are Potentially
Available
Potential
Impact
---------
Financing Cost Medium
Spans of control Medium
Equipment disposition Low
Fuel inventory Low
Fleet operations Low
Current Other corporate programs Low
Conservatism Transmission & distribution capital Medium
Facilities sale Medium
Maintenance scheduling Low
MOKAN reserve margin High
Average salary levels Low
Post - 1998 expenditures Medium
Nonmerger related opportunities High
Revenue enhancements Medium
Advertisement published on April 28, 1996:
OUR OFFER MEANS
LOWER ELECTRIC COSTS
FOR KGE CUSTOMERS
10%
BELOW
NATIONAL AVERAGE
Western Resources' offer to KCPL, combined with our
proposed rate reductions, cuts KGE electric costs
to BELOW the national average the first year
of the merger, reaching 10% below
the national average in ten years.
The bottom line: Western Resources' offer to KCPL
is better for KGE customers.
Better for KCPL shareholders.
Better for Kansas. Better for you.
[LOGO]
Western Resources
SHARES OF KANSAS CITY POWER & LIGHT COMPANY ("KCPL")
COMMON STOCK HELD BY WESTERN RESOURCES, INC. ("WESTERN RESOURCES"),
ITS DIRECTORS AND EXECUTIVE OFFICERS AND CERTAIN EMPLOYEES, OTHER
REPRESENTATIVES OF WESTERN RESOURCES AND CERTAIN OTHER PERSONS WHO
MAY
SOLICIT PROXIES, AND CERTAIN TRANSACTIONS BETWEEN ANY OF THEM AND
KCPL
Western Resources may solicit proxies against the
KCPL/UtiliCorp United Inc. merger. The participants in this
solicitation may include Western Resources, the directors of
Western Resources (Frank J. Becker, Gene A. Budig, C.Q. Chandler,
Thomas R. Clevenger, John C. Dicus, John E. Hayes, Jr., David H.
Hughes, Russell W. Meyer, Jr., John H. Robinson, Louis W. Smith,
Susan M. Stanton, Kenneth J. Wagnon and David C. Wittig), and the
following executive officers and employees of Western Resources or
its subsidiaries: Steven L. Kitchen (E.V.P. and C.F.O.), Carl M.
Koupal, Jr. (E.V.P. and CAO), John K. Rosenberg (E.V.P. and G.C.),
Jerry D. Courington (Controller), James T. Clark (V.P.), William G.
Eliason (V.P.), Thomas L. Grennan (V.P.), Richard M. Haden
(E.V.P.), Norman E. Jackson (E.V.P.), James A. Martin (V.P.), Hans
E. Mertens (V.P.), Carl A. Ricketts (V.P.), David E. Roth (V.P.),
Mark A. Ruelle (V.P.), Edward H. Schaub (V.P.), Thomas E. Shea
(Treasurer), Richard D. Terrill (Secretary), William B. Moore
(President, KGE), Steven A. Millstein (President, Westar Consumer),
Rita A. Sharpe (V.P., Westar Business), Kenneth T. Wymore
(President, Westar Business), C. Bob Cline (President, Westar
Capital), Fred M. Bryan (President, KPL), Roderick S. Donovan
(V.P., Westar Gas Marketing), Catherine A. Forbes, Hal L. Jensen,
Lisa A. Walsh, Donald W. Bartling, Michael L. Faler, Clyde R. Hill,
Leroy P. Wages, David R. Phelps, Wayne Kitchen, Glen A. Scott, Jr.,
Kelly B. Harrison, Marcus J. Ramirez, Anita J. Hunt, Ira W. McKee,
Jr., Michael D. Clark (Controller, Westar Business), Douglas J.
Henry, Annette M. Beck, C.W. Underkofler, Carol E. Deason, James N.
Wishart, Gregory M. Wright, Richard D. Kready, Michel' J. Philipp,
Greg A. Greenwood, Carolyn A. Starkey, Bruce A. Akin, James J.
Ludwig, Bruce R. Burns, Kelly D. Foley, Robin D. Brown, Rechell L.
Smith, Shari L. Gentry, Gay V. Crawford, Susan K. Reese, Don W.
Whitlock, Denise A Schumaker, Duane D. Goertz, Robert J. Knott and
Judith A. Wilt.
As of April 19, 1996, Western Resources had no security
holdings in KCPL. Robert L. Rives, a person who will solicit
proxies, is the beneficial owner of 500 shares of common stock, no
par value, of KCPL (the "KCPL Common Stock"). Western Resources
director Susan M. Stanton serves as co-trustee of two trusts, which
beneficially own 7,900 shares of KCPL Common Stock. No trading
activity has occurred with respect to any of such stock during the
last two years. Western Resources director C.Q. Chandler is
Chairman of the board of directors of INTRUST Financial
Corporation. INTRUST Bank, a subsidiary of INTRUST Financial
Corporation, holds in ten trust accounts an aggregate of 5,468
shares of KCPL Common Stock. Wayne Kitchen is the beneficial owner
of 400 shares of KCPL Common Stock.
Other than as set forth, herein, as of the date of this news
release, neither Western Resources nor any of its directors,
executive officers or other representatives or employees of Western
Resources, or other persons known to Western Resources, who may
solicit proxies has any security holdings in KCPL. Western
Resources disclaims beneficial ownership of any securities of KCPL
held by any pension plan of Western Resources or by any affiliate
of Western Resources.
Although Salomon Brothers Inc, financial advisors to Western
Resources, do not admit that they or any of their directors,
officers, employees or affiliates are a "participant," as defined
in Schedule 14A promulgated under the Securities Exchange Act of
1934 by the Securities and Exchange Commission, or that such
Schedule 14A requires the disclosure of certain information
concerning Salomon Brothers Inc, Gregg S. Polle (Managing
Director), Arthur H. Tildesley, Jr. (Director), Terence G. Kawaja
(Vice President) and Anthony R. Whittemore (Associate), in each
case of Salomon Brothers Inc, may assist Western Resources in such
a solicitation. Salomon Brothers Inc engages in a full range of
investment banking, securities trading, market-making and brokerage
services for institutional and individual clients. In the normal
course of their business, Salomon Brothers Inc may trade securities
of KCPL for their own account and the account of their customers
and, accordingly, may at any time hold a long or short position in
such securities. As of April 19, 1996, Salomon Brothers Inc did
not hold any securities of KCPL.
Except as disclosed above, to the knowledge of Western
Resources, none of Western Resources, the directors or executive
officers of Western Resources or the employees or other
representatives of Western Resources named above has any interest,
direct or indirect, by security holdings or otherwise, in KCPL.
A registration statement relating to the Western Resources
securities referred to in this news release 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. This news release 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 state.
Advertisement published on April 28, 1996:
OUR OFFER MEANS
MORE DIVIDENDS FOR
KCPL SHAREHOLDERS.
23%
MORE
Western Resources' merger offer to KCPL
pays shareholders a 23%* increase in dividend,
and delivers a 17%** premium
over market value.
The bottom line:
Western Resources' offer is better
for KCPL shareholders.
Better for Kansas. Better for you.
[LOGO]
Western Resources
*Based upon closing stock prices April 26, 1996, and Western
Resources' current annual dividend of $2.06 per share.
**Based upon closing stock prices April 12, 1996, the last
trading date prior to the public announcement of Western
Resources' offer.
SHARES OF KANSAS CITY POWER & LIGHT COMPANY ("KCPL")
COMMON STOCK HELD BY WESTERN RESOURCES, INC. ("WESTERN RESOURCES"),
ITS DIRECTORS AND EXECUTIVE OFFICERS AND CERTAIN EMPLOYEES, OTHER
REPRESENTATIVES OF WESTERN RESOURCES AND CERTAIN OTHER PERSONS WHO
MAY
SOLICIT PROXIES, AND CERTAIN TRANSACTIONS BETWEEN ANY OF THEM AND
KCPL
Western Resources may solicit proxies against the
KCPL/UtiliCorp United Inc. merger. The participants in this
solicitation may include Western Resources, the directors of
Western Resources (Frank J. Becker, Gene A. Budig, C.Q. Chandler,
Thomas R. Clevenger, John C. Dicus, John E. Hayes, Jr., David H.
Hughes, Russell W. Meyer, Jr., John H. Robinson, Louis W. Smith,
Susan M. Stanton, Kenneth J. Wagnon and David C. Wittig), and the
following executive officers and employees of Western Resources or
its subsidiaries: Steven L. Kitchen (E.V.P. and C.F.O.), Carl M.
Koupal, Jr. (E.V.P. and CAO), John K. Rosenberg (E.V.P. and G.C.),
Jerry D. Courington (Controller), James T. Clark (V.P.), William G.
Eliason (V.P.), Thomas L. Grennan (V.P.), Richard M. Haden
(E.V.P.), Norman E. Jackson (E.V.P.), James A. Martin (V.P.), Hans
E. Mertens (V.P.), Carl A. Ricketts (V.P.), David E. Roth (V.P.),
Mark A. Ruelle (V.P.), Edward H. Schaub (V.P.), Thomas E. Shea
(Treasurer), Richard D. Terrill (Secretary), William B. Moore
(President, KGE), Steven A. Millstein (President, Westar Consumer),
Rita A. Sharpe (V.P., Westar Business), Kenneth T. Wymore
(President, Westar Business), C. Bob Cline (President, Westar
Capital), Fred M. Bryan (President, KPL), Roderick S. Donovan
(V.P., Westar Gas Marketing), Catherine A. Forbes, Hal L. Jensen,
Lisa A. Walsh, Donald W. Bartling, Michael L. Faler, Clyde R. Hill,
Leroy P. Wages, David R. Phelps, Wayne Kitchen, Glen A. Scott, Jr.,
Kelly B. Harrison, Marcus J. Ramirez, Anita J. Hunt, Ira W. McKee,
Jr., Michael D. Clark (Controller, Westar Business), Douglas J.
Henry, Annette M. Beck, C.W. Underkofler, Carol E. Deason, James N.
Wishart, Gregory M. Wright, Richard D. Kready, Michel' J. Philipp,
Greg A. Greenwood, Carolyn A. Starkey, Bruce A. Akin, James J.
Ludwig, Bruce R. Burns, Kelly D. Foley, Robin D. Brown, Rechell L.
Smith, Shari L. Gentry, Gay V. Crawford, Susan K. Reese, Don W.
Whitlock, Denise A Schumaker, Duane D. Goertz, Robert J. Knott and
Judith A. Wilt.
As of April 19, 1996, Western Resources had no security
holdings in KCPL. Robert L. Rives, a person who will solicit
proxies, is the beneficial owner of 500 shares of common stock, no
par value, of KCPL (the "KCPL Common Stock"). Western Resources
director Susan M. Stanton serves as co-trustee of two trusts, which
beneficially own 7,900 shares of KCPL Common Stock. No trading
activity has occurred with respect to any of such stock during the
last two years. Western Resources director C.Q. Chandler is
Chairman of the board of directors of INTRUST Financial
Corporation. INTRUST Bank, a subsidiary of INTRUST Financial
Corporation, holds in ten trust accounts an aggregate of 5,468
shares of KCPL Common Stock. Wayne Kitchen is the beneficial owner
of 400 shares of KCPL Common Stock.
Other than as set forth, herein, as of the date of this news
release, neither Western Resources nor any of its directors,
executive officers or other representatives or employees of Western
Resources, or other persons known to Western Resources, who may
solicit proxies has any security holdings in KCPL. Western
Resources disclaims beneficial ownership of any securities of KCPL
held by any pension plan of Western Resources or by any affiliate
of Western Resources.
Although Salomon Brothers Inc, financial advisors to Western
Resources, do not admit that they or any of their directors,
officers, employees or affiliates are a "participant," as defined
in Schedule 14A promulgated under the Securities Exchange Act of
1934 by the Securities and Exchange Commission, or that such
Schedule 14A requires the disclosure of certain information
concerning Salomon Brothers Inc, Gregg S. Polle (Managing
Director), Arthur H. Tildesley, Jr. (Director), Terence G. Kawaja
(Vice President) and Anthony R. Whittemore (Associate), in each
case of Salomon Brothers Inc, may assist Western Resources in such
a solicitation. Salomon Brothers Inc engages in a full range of
investment banking, securities trading, market-making and brokerage
services for institutional and individual clients. In the normal
course of their business, Salomon Brothers Inc may trade securities
of KCPL for their own account and the account of their customers
and, accordingly, may at any time hold a long or short position in
such securities. As of April 19, 1996, Salomon Brothers Inc did
not hold any securities of KCPL.
Except as disclosed above, to the knowledge of Western
Resources, none of Western Resources, the directors or executive
officers of Western Resources or the employees or other
representatives of Western Resources named above has any interest,
direct or indirect, by security holdings or otherwise, in KCPL.
A registration statement relating to the Western Resources
securities referred to in this news release 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. This news release 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 state.
Advertisement to be published week of April 29, 1996:
EVERYBODY'S
TALKING ABOUT
WESTERN RESOURCES'
OFFER TO KCPL.
HERE'S WHAT THE EXPERTS HAVE TO SAY.
Edward Tirello, NatWest Securities Corporation,
December 22, 1995
"We regard Western Resources' management among the most innovative
in the industry, a characteristic that will become increasingly
important as the industry becomes more competitive."
Barry M. Abramson, CFA, Prudential Securities,
April 23, 1996
"Western Resources has a proven track record of successfully
working through utility mergers in the recent past in a way that
creates shareholder value and benefits for ratepayers. Because of
this, we have a great deal of confidence that the management can
accomplish similar success in a merger with KLT [KCPL]."
Steven I. Fleishman, Dean Witter Reynolds, Inc.,
April 16, 1996.
"...we believe that Western Resources' proposal is clearly superior
from both a shareholder (premium and dividend increase), ratepayer
(larger rate cuts)..."
Dan Scotto, Bear, Stearns & Co., Inc.,
April 15, 1996
"UtiliCorp (UCU) carries the most downside for KLT (KCPL). We
anticipate a BBB+ rating under this scenario because: (1) UCU has
weaker financials; and (2) has fewer operating synergies.
Shareholders will undoubtedly find the (WR/KCPL) $1.23 per share
premium attractive and regulators will undoubtedly be lured by the
$1.043 billion expense savings (1/3 of which will be passed on to
customers)."
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 S.E.C.
Western believes its offer is financially superior to the proposed
merger between UtiliCorp United and KCPL which you will be asked to
vote upon at the KCPL shareholders meeting on May 22, 1996. We
intend to solicit proxies from KCPL shareholders in opposition to
the UtiliCorp merger vote.
Vote AGAINST the UtiliCorp/KCPL merger
[LOGO]
Western Resources
SHARES OF KANSAS CITY POWER & LIGHT COMPANY ("KCPL")
COMMON STOCK HELD BY WESTERN RESOURCES, INC. ("WESTERN RESOURCES"),
ITS DIRECTORS AND EXECUTIVE OFFICERS AND CERTAIN EMPLOYEES, OTHER
REPRESENTATIVES OF WESTERN RESOURCES AND CERTAIN OTHER PERSONS WHO
MAY
SOLICIT PROXIES, AND CERTAIN TRANSACTIONS BETWEEN ANY OF THEM AND
KCPL
Western Resources may solicit proxies against the
KCPL/UtiliCorp United Inc. merger. The participants in this
solicitation may include Western Resources, the directors of
Western Resources (Frank J. Becker, Gene A. Budig, C.Q. Chandler,
Thomas R. Clevenger, John C. Dicus, John E. Hayes, Jr., David H.
Hughes, Russell W. Meyer, Jr., John H. Robinson, Louis W. Smith,
Susan M. Stanton, Kenneth J. Wagnon and David C. Wittig), and the
following executive officers and employees of Western Resources or
its subsidiaries: Steven L. Kitchen (E.V.P. and C.F.O.), Carl M.
Koupal, Jr. (E.V.P. and CAO), John K. Rosenberg (E.V.P. and G.C.),
Jerry D. Courington (Controller), James T. Clark (V.P.), William G.
Eliason (V.P.), Thomas L. Grennan (V.P.), Richard M. Haden
(E.V.P.), Norman E. Jackson (E.V.P.), James A. Martin (V.P.), Hans
E. Mertens (V.P.), Carl A. Ricketts (V.P.), David E. Roth (V.P.),
Mark A. Ruelle (V.P.), Edward H. Schaub (V.P.), Thomas E. Shea
(Treasurer), Richard D. Terrill (Secretary), William B. Moore
(President, KGE), Steven A. Millstein (President, Westar Consumer),
Rita A. Sharpe (V.P., Westar Business), Kenneth T. Wymore
(President, Westar Business), C. Bob Cline (President, Westar
Capital), Fred M. Bryan (President, KPL), Roderick S. Donovan
(V.P., Westar Gas Marketing), Catherine A. Forbes, Hal L. Jensen,
Lisa A. Walsh, Donald W. Bartling, Michael L. Faler, Clyde R. Hill,
Leroy P. Wages, David R. Phelps, Wayne Kitchen, Glen A. Scott, Jr.,
Kelly B. Harrison, Marcus J. Ramirez, Anita J. Hunt, Ira W. McKee,
Jr., Michael D. Clark (Controller, Westar Business), Douglas J.
Henry, Annette M. Beck, C.W. Underkofler, Carol E. Deason, James N.
Wishart, Gregory M. Wright, Richard D. Kready, Michel' J. Philipp,
Greg A. Greenwood, Carolyn A. Starkey, Bruce A. Akin, James J.
Ludwig, Bruce R. Burns, Kelly D. Foley, Robin D. Brown, Rechell L.
Smith, Shari L. Gentry, Gay V. Crawford, Susan K. Reese, Don W.
Whitlock, Denise A Schumaker, Duane D. Goertz, Robert J. Knott and
Judith A. Wilt.
As of April 19, 1996, Western Resources had no security
holdings in KCPL. Robert L. Rives, a person who will solicit
proxies, is the beneficial owner of 500 shares of common stock, no
par value, of KCPL (the "KCPL Common Stock"). Western Resources
director Susan M. Stanton serves as co-trustee of two trusts, which
beneficially own 7,900 shares of KCPL Common Stock. No trading
activity has occurred with respect to any of such stock during the
last two years. Western Resources director C.Q. Chandler is
Chairman of the board of directors of INTRUST Financial
Corporation. INTRUST Bank, a subsidiary of INTRUST Financial
Corporation, holds in ten trust accounts an aggregate of 5,468
shares of KCPL Common Stock. Wayne Kitchen is the beneficial owner
of 400 shares of KCPL Common Stock.
Other than as set forth, herein, as of the date of this news
release, neither Western Resources nor any of its directors,
executive officers or other representatives or employees of Western
Resources, or other persons known to Western Resources, who may
solicit proxies has any security holdings in KCPL. Western
Resources disclaims beneficial ownership of any securities of KCPL
held by any pension plan of Western Resources or by any affiliate
of Western Resources.
Although Salomon Brothers Inc, financial advisors to Western
Resources, do not admit that they or any of their directors,
officers, employees or affiliates are a "participant," as defined
in Schedule 14A promulgated under the Securities Exchange Act of
1934 by the Securities and Exchange Commission, or that such
Schedule 14A requires the disclosure of certain information
concerning Salomon Brothers Inc, Gregg S. Polle (Managing
Director), Arthur H. Tildesley, Jr. (Director), Terence G. Kawaja
(Vice President) and Anthony R. Whittemore (Associate), in each
case of Salomon Brothers Inc, may assist Western Resources in such
a solicitation. Salomon Brothers Inc engages in a full range of
investment banking, securities trading, market-making and brokerage
services for institutional and individual clients. In the normal
course of their business, Salomon Brothers Inc may trade securities
of KCPL for their own account and the account of their customers
and, accordingly, may at any time hold a long or short position in
such securities. As of April 19, 1996, Salomon Brothers Inc did
not hold any securities of KCPL.
Except as disclosed above, to the knowledge of Western
Resources, none of Western Resources, the directors or executive
officers of Western Resources or the employees or other
representatives of Western Resources named above has any interest,
direct or indirect, by security holdings or otherwise, in KCPL.
A registration statement relating to the Western Resources
securities referred to in this news release 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. This news release 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 state.