-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Q6mWav0y5QUnlQkNKZx5fZ3yr0cXixqnW7098V3S5yTcoCjAQR1OAToKPikHU03F UN9I/fqwKcUzcngL5WYLUg== 0000054507-96-000011.txt : 19960501 0000054507-96-000011.hdr.sgml : 19960501 ACCESSION NUMBER: 0000054507-96-000011 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960429 SROS: CSE SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KANSAS CITY POWER & LIGHT CO CENTRAL INDEX KEY: 0000054476 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 440308720 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-00707 FILM NUMBER: 96553154 BUSINESS ADDRESS: STREET 1: 1201 BALTIMORE AVE CITY: KANSAS CITY STATE: MO ZIP: 64106 BUSINESS PHONE: 8165562200 MAIL ADDRESS: STREET 1: PO BOX 418679 CITY: KANSAS CITY STATE: MO ZIP: 64141-9679 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN RESOURCES INC /KS CENTRAL INDEX KEY: 0000054507 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 480290150 STATE OF INCORPORATION: KS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: 818 KANSAS AVE CITY: TOPEKA STATE: KS ZIP: 66612 BUSINESS PHONE: 9135756300 FORMER COMPANY: FORMER CONFORMED NAME: KANSAS POWER & LIGHT CO DATE OF NAME CHANGE: 19920507 DFAN14A 1 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. - ----------------------------------------------------------------- (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: - ----------------------------------------------------------------- 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: - ----------------------------------------------------------------- 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: ------------------------------------------------------------ 2) Form, Schedule or Registration Statement No.: ------------------------------------------------------------ 3) Filing Party: ------------------------------------------------------------ 4) Date Filed: ------------------------------------------------------------ /x/ Filing fee paid with preliminary filing. 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. -----END PRIVACY-ENHANCED MESSAGE-----