-----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, QOJ7OxeyTOdxcxXSSiYWadDN3KKmXxsmibnSOk5igo4m8EmYQS5MdSVlrYjBLLQX 9j4XTky6bfagG9dCuWSOsg== 0000054507-96-000039.txt : 19960520 0000054507-96-000039.hdr.sgml : 19960520 ACCESSION NUMBER: 0000054507-96-000039 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960517 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: 96568979 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. Advertisement published on May 17, 1996 in the Kansas City Star and The Topeka Capital Journal: [LOGO] WESTERN RESOURCES OFFERS VALUE The key to KCPL shareholders can be reduced to a single word - VALUE. Price Current Dividend Western Resources' Offer $28.00 (1) $1.88-2.03 (3) KCPL $23.88 (2) $1.56 Premium offered by Western Resources 17% 20%-30% The choice is clear. Choose Value. Choose Western Resources. Vote AGAINST the UtiliCorp/KCPL merger on the BLUE proxy card. For more information, call Georgeson & Company, Inc., assisting us, at 1-800-223-2064. (1) The Western Resources offer provides $28.00 worth of Western Resources common stock per KCPL share as long as Western Resources' share price is between $28.43 and $30.77. (2) KCPL closing share price on April 12, 1996, the last trading day before the public announcement of the Western Resources Offer. (3) Based on current indicated annual dividend of $2.06. The dividend range is an equivalent per share amount based upon the Western Resources Offer current exchange ratio. 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 Securities and Exchange Commission. A registration statement relating to the Western Resources securities referred to in these materials 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. These materials shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale on 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 May 17, 1996 in the Wichita Eagle: [LOGO] WESTERN RESOURCES OFFERS VALUE The key to KCPL shareholders can be reduced to a single word - VALUE. Price Current Dividend Western Resources' Offer $28.00 (1) $1.88-2.03 (3) KCPL $23.88 (2) $1.56 Premium offered by Western Resources 17% 20%-30% The key to KGE customers is - LOWER RATES. $100 million over ten years. (4) The choice is clear. Choose Value. Choose Western Resources. Vote AGAINST the UtiliCorp/KCPL merger on the BLUE proxy card. For more information, call Georgeson & Company, Inc., assisting us, at 1-800-223-2064. (1) The Western Resources Offer provides $28.00 worth of Western Resources common stock per KCPL share as long as Western Resources' share price is between $28.43 and $30.77. (2) KCPL closing share price on April 12, 1996, the last trading day before the public announcement of the Western Resources Offer. (3) Based on current indicated annual dividend of $2.06. The dividend range is an equivalent per share amount based upon the Western Resources Offer current exchange ratio. (4) Western Resources' proposed annual rate reduction of $10 million as part of its merger plan, $100 million over the ten years after the merger, in addition to the rate reductions already proposed. 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 Securities and Exchange Commission. A registration statement relating to the Western Resources securities referred to in these materials 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 statements becomes effective. These materials shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale on 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-----