-----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, Brlb4Ifj8WvwQep8A6v0zMJHY41gUaT5lDVc+kjEvAXykwlGqdOHoN2Q2o21AZYG iLVe8MvF1OZVsrKlmJjtEw== 0000054507-96-000100.txt : 19960809 0000054507-96-000100.hdr.sgml : 19960809 ACCESSION NUMBER: 0000054507-96-000100 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960808 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: 96605953 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 /X/ Definitive Additional Materials / / 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. The following advertisement will be used in newspapers beginning on August 8, 1996: ATTENTION KCPL SHAREHOLDERS WE FIRMLY BELIEVE VALUE SHOULD NOT BE DELAYED ANY LONGER. IT'S TIME TO VOTE FOR THE STRONGER OFFER. WESTERN RESOURCES' OFFER* Dividend per KCPL share: $2.00 - $2.35 Price per KCPL share: $31.00 We believe when KCPL's excuses are stripped away, all that's left is KCPL executives' desire for the big bonuses UtiliCorp's proposal is offering them. NO MORE DELAYS. CHOOSE WESTERN RESOURCES. MAKE YOUR LAST VOTE COUNT. Vote AGAINST the Proposed Merger with UtiliCorp on the GOLD Proxy Card. Western Resources [LOGO] IF YOU HAVE ANY QUESTIONS ON OUR OFFER, CALL GEORGESON & COMPANY, ASSISTING US AT 1-800-223-2064, OR ACCESS OUR WEB SITE AT http://www.wstnres.com. *Dividend per KCPL share is based upon Western Resources' projected post-merger 1998 annual dividend rate of $2.14 per share of Western Resources common stock and the exchange ratio in Western Resources' offer. Price per KCPL share (payable in Western Resources common stock) assumes that Western Resources' average share price is between $28.18 and $33.23 at the time of closing. This advertisement is neither an offer to exchange nor a solicitation of an offer to exchange shares of common stock of KCPL. Such offer is made solely by the Prospectus dated July 3, 1996, and the related Letter of Transmittal, and is not being made to, nor will tenders be accepted from or on behalf of, holders of shares of common stock of KCPL in any jurisdiction in which the making of such offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction. In any jurisdictions where securities, blue sky or other laws require such offer to be made by a licensed broker or dealer, such offer shall be deemed to be made on behalf of Western Resources, Inc. By Salomon Brothers Inc or one or more registered brokers or dealers licensed under the laws of such jurisdiction. The following letter was sent to KCPL shareowners by John E. Hayes, Jr. on August 8, 1996: John E. Hayes, Jr. Chairman of the Board and Chief Executive Officer August 8, 1996 Dear KCPL Shareowner: KCPL management has delayed a shareowner vote on the UtiliCorp proposal again. The latest delay resulted from a federal court ruling which blocked KCPL's attempt to bypass Missouri law. The statute, which exists for you protection, requires a two-thirds vote of shareowners to approve mergers. As a result the Securities and Exchange Commission has required KCPL to advise you of the Court's decision before proceeding with the shareowner meeting. Western Resources is as ready as you are for the vote to be completed. We were ready for the May 22 vote. We were ready for the August 7 vote. We are ready for the vote on August 16. As the vote on the UtiliCorp transaction finally approaches, we believe you should consider the following: KCPL's executives believed that shareowners would support the UtiliCorp proposal at the May 22 Annual Meeting. They were wrong. When they failed to get your support, they removed that issue from the agenda and refused to count your votes. They said the UtiliCorp proposal was a better deal for you. The analysts said they were wrong. The vast majority of independent industry analysts recommend Western Resources' offer over the UtiliCorp proposal. They told you our rate case would devastate our stock price. They were wrong. Western Resources' stock price was unaffected on the day of the announcement of the settlement. They spent days trying to convince ISS to support their deal. When ISS recommended that its clients vote AGAINST their deal, KCPL management told you ISS was wrong. Now they are telling you that the Missouri federal court is wrong! Ask yourself, what's wrong with this picture? I urge you to vote today to protect your financial interest. Remember, Western Resources has a 72-year-old record of delivering on its promises. Thank you for your support. Sincerely, /s/ John E. Hayes, Jr. IMPORTANT If you've already voted AGAINST the UtiliCorp proposal, we thank you. If you haven't voted, or if you previously voted FOR the UtiliCorp proposal, IT'S NOT TOO LATE TO VOTE AGAINST. Please sign, date and return the enclosed GOLD proxy card today. If you have any questions or need assistance in the last-minute voting of your shares, please contact Georgeson & Company Inc., toll-free at 1-800-223-2064. This letter is neither an offer to exchange nor a solicitation of an offer to exchange Shares. The Offer is made solely by the Prospectus dated July 3, 1996, and the related Letter of Transmittal, and is not being made to, nor will tenders be accepted from or on behalf of, holders of Shares in any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction. In any jurisdictions where securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of Western Resources, Inc. by Salomon Brothers Inc or one or more registered brokers or dealers licensed under the laws of such jurisdiction. The following letter was sent to a KCPL shareowner by John E. Hayes, Jr. on August 8, 1996: John E. Hayes, Jr. Chairman of the Board and Chief Executive Officer August 8, 1996 Addressee Dear Addressee, In response to your comments regarding our proposed merger with Kansas City Power and Light, I thank you for your interest. I am pleased that you understand our offer and the benefits a Western Resources/KCPL merger provides. Please know that we have worked hard to create a respected reputation on business matters that, above all else, benefit shareowners, customers and the communities we serve. Part of those business efforts recently included the intense advertising campaign you mentioned. This campaign, launched following our merger offer to KCPL, played a significant role in reaching as many people -- shareowners, investors, employees and customers -- as possible with as much information as possible. After careful consideration, these advertisements proved the most cost-effective method of reaching all audiences. I also know that you and others have received significant information directly from both Kansas City Power & Light and us concerning the proposed merger. I regret that at least one of my letters was not received well by you. That letter was simply my intent to keep you advised as to our overall approach to this merger activity. We remain convinced that a Western Resources/KCPL combination would be the most beneficial to all involved especially in light of the savings generated by overlapping service territories and more than $8 billion in combined assets. As you are aware, today, more than $2 billion, or 25 percent of those assets are jointly owned or operated. Again, thank you for sharing your comments. Sincerely, /s/ John E. Hayes, Jr. This letter is neither an offer to exchange nor a solicitation of an offer to exchange shares of common stock of KCPL. Such offer is made solely by the Prospectus dated July 3, 1996, and the related Letter of Transmittal, and is not being made to, nor will tenders be accepted from or on behalf of, holders of shares of common stock of KCPL in any jurisdiction in which the making of such offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction. In any jurisdictions where securities, blue sky or other laws require such offer to be made by a licensed broker or dealer, such offer shall be deemed to be made on behalf of Western Resources, Inc. by Salomon Brothers Inc or one or more registered brokers or dealers licensed under the laws of such jurisdiction. -----END PRIVACY-ENHANCED MESSAGE-----