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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:
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It's about Credibility
Why is Western conditioning its ...which is unlikely to be achieved
"offer" on at least 90% of KCPL in any hostile situation?
shares being tendered...
Are you willing to wait as long as ...who will have to approve a deal
two years hoping to get Western that may be dilutive to them?
shares knowing that the payoff is
in the hands of Western's
shareholders...
Are you at all confident that ...when it states, in its own S-4
Western will receive all "necessary SEC filing, that there can be no
or desirable" governmental and assurances that such approvals can
regulatory approvals... be obtained?
Are you certain that this ...when Western admits that its
transaction is tax-free (which the exchange offer may be fully
KCPL/UtiliCorp merger would be)... taxable?
Are you certain that Missouri's ...when Missouri's anti-takeover
anti-takeover statute won't statute requires that KCPL's Board
preclude the deal from closing... of Directors approve Western's
offer?
Are you aware that Western's ...until all Western's conditions,
exchange offer can't close... including regulatory approvals are
met or waived?
Are you comfortable with Western ...when it may do so at any time at
being able to amend its offer, or its sole discretion?
terminate it completely...
Are you confident that there will ...when Western admits in its
be no layoffs in a hostile takeover official Kansas filings to 531
of KCPL... "merger related reductions"?
The conclusion is obvious. The choice is clear: KCPL/UtiliCorp.
Created by KCPL employees for the KCPL/UtiliCorp merger.
###
________________________
Attention KCPL Employees
________________________
Western Resources says their offer pays better dividends.
Does it?
Critical What Western What it means
Issues says
KCPL Significant Could also be significantly
Shareholder increase smaller. Depends in part on
Dividend achieving est. $1 billion
savings and retaining 70%--
which we believe is not
likely. And pending rate
cuts in Kansas--which
Western delayed becoming
public--could affect it,
too.
$28 per share Could also be significantly
smaller. The proposal
contains a "collar" which
limits the risk of decline
to Western and places it on
your shoulders.
Tax-free Maybe not. Western's
transaction filings admit that the
exchange offer may be fully
taxable to you at the
federal level. In that
case, $28 a share is
history.
KCPL Customer Rate reduction Maybe not. It appears that
Dividend 30% better than Western still owes its
UCU plan. Kansas customers savings
from the KGE merger. We
believe Western used its
proposal to us as an excuse
to delay Kansas action on
rate reductions till after
you vote on the
KCPL/UtiliCorp merger.
KCPL Employee No layoffs Define layoffs. Western's
Dividend Kansas filings call for 531
"merger related reductions"
by January 1, 1998. A
pretty short time for
attrition. A layoff by any
other name is still a job
loss.
Community Maintain KCPL/ Define commitment. KCPL has
Dividend Western giving a proven track record of
for 5 years. commitment to Kansas City
and the communities we
serve. Western is
headquartered in Topeka.
Financial WR Bond rating Things change. Standard &
Strength A-. Poor's bond rating agency
recently put Western on a
CreditWatch list for
possible downgrade, calling
it's financial profile a
"weak Single-A minus
utility."
The employees of KCPL who are also shareholders and customers say "Thanks,
Western, but no thanks." We support the management and board of KCPL.
Their deeds match their words.
Created by KCPL employees for the KCPL/UtiliCorp merger.
###
[KCPL Logo]
Dear Shareholder:
On behalf of the Board of Directors of Kansas City
Power & Light Company, thank you for sending in your proxy
for the Annual Meeting of Shareholders scheduled to be held
on May 22, 1996.
However, to avoid the possibility of your shares being
challenged or disqualified from voting for reason(s)
indicated below, we ask that you mark, sign, date and mail
the enclosed new WHITE proxy in the envelope provided for
your convenience.
[] Your previous proxy was unsigned. (If signing as
attorney, executor, administrator, corporate officer,
authorized officer of a partnership, trustee or
guardian, please sign and give your full title as
such).
[] Your previous proxy was not signed by all owners. (If
shares are registered in the name of more than one
person, each person should sign the proxy. If a joint
tenant is deceased, please indicate that you are the
surviving joint owner. If a tenant-in-common is
deceased, the proxy should signed by the executor or
administrator of the deceased tenant-in-common, and
proof of such person's status as executor or
administrator should be sent with the proxy.)
[] Your previous proxy omitted you title or authority to
sign. (If signing as attorney, executor,
administrator, corporate officer, authorized officer of
a partnership, trustee or guardian, please sign and
give your full title as such.)
[] Your previous proxy, as marked, did not clearly specify
your voting instructions. (Please sign, date and
clearly mark your proxy).
[] Other _________________________________________________
Since the Annual meeting is scheduled to be held on
Wednesday, May 22, 1996 we would sincerely appreciate your
marking, signing, dating and promptly mailing the enclosed
WHITE proxy card.
On behalf of your Board of Directors, thank you for
your cooperation and continued support.
Sincerely,
/s/ Drue Jennings
Drue Jennings
Chairman of the Board, President
and Chief Executive Officer