Schedule 14a information


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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )
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 Section 240.14a-11(c) or Section

240.14a-12

Kansas City Power & Light Company

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(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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:

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2) Aggregate number of securities to which transaction applies:

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3) Per unit price or other underlying value of transaction computed

pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the

filing fee is calculated and state how it was determined):

------------------------------------------------------------------------

4) Proposed maximum aggregate value of transaction:

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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:

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2) Form, Schedule or Registration Statement No.:

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3) Filing Party:

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4) Date Filed:

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
Solicitation/Recommendation Statement Pursuant to

Section 14(d)(4) of the Securities Exchange Act of 1934
------------------------
KANSAS CITY POWER & LIGHT COMPANY

(Name of Subject Company)
KANSAS CITY POWER & LIGHT COMPANY

(Name of Person Filing Statement)
COMMON STOCK, NO PAR VALUE

(Title of Class of Securities)
------------------------
485134100

(CUSIP Number of Class of Securities)
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JEANIE SELL LATZ, ESQ.

SENIOR VICE PRESIDENT, CORPORATE SECRETARY

AND CHIEF LEGAL OFFICER

KANSAS CITY POWER & LIGHT COMPANY

1201 WALNUT

KANSAS CITY, MISSOURI 64106-2124

(816) 556-2200

(Name, address and telephone number of person authorized

to receive notice and communications on behalf

of the person filing statement)
------------------------
COPY TO:
NANCY A. LIEBERMAN, ESQ.

SKADDEN, ARPS, SLATE, MEAGHER & FLOM

919 THIRD AVENUE

NEW YORK, NY 10022

(212) 735-3000
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ITEM 1. SECURITY AND SUBJECT COMPANY
The name of the subject company is Kansas City Power & Light Company, a

Missouri corporation ("KCPL"), and the principal executive offices of KCPL are

located at 1201 Walnut, Kansas City, Missouri 64106-2124. The title of the class

of equity securities to which this Statement relates is the common stock, no par

value, of KCPL ("KCPL Common Stock").
ITEM 2. TENDER OFFER OF THE BIDDER
This Statement relates to an exchange offer disclosed in a Registration

Statement on Form S-4 initially filed with the Securities and Exchange

Commission on April 22, 1996 and amended on June 19, 1996 and July 3, 1996 (as

amended, the "Western Resources Form S-4") by Western Resources, Inc., a Kansas

corporation ("Western Resources"), to exchange Western Resources common stock,

par value $5.00 per share ("Western Resources Common Stock"), for all of the

outstanding shares of KCPL Common Stock. According to a prospectus included in

the Western Resources Form S-4 (the "Western Resources Prospectus"), Western

Resources is offering, upon the terms and subject to the conditions set forth in

the Western Resources Prospectus and in a related Letter of Transmittal

(together, the "Western Resources Offer"), to exchange shares of Western

Resources Common Stock for each outstanding share of KCPL Common Stock validly

tendered on or prior to the Expiration Date (as defined in the Western Resources

Prospectus) of the Western Resources Offer and not properly withdrawn. Each such

share of KCPL Common Stock would be entitled to receive shares of Western

Resources Common Stock equal to the Exchange Ratio, defined as the quotient

(rounded to the nearest 1/100,000) determined by dividing $31.00 by the average

of the high and low sales prices of the Western Resources Common Stock (as

reported on the New York Stock Exchange Composite Transactions reporting system

as published in THE WALL STREET JOURNAL or, if not published therein, in another

authoritative source) on each of the twenty consecutive trading days ending with

the third trading day immediately preceding the Expiration Date. The Exchange

Ratio is fixed at a minimum value of 0.933 shares and a maximum value of 1.1

shares.
According to the Western Resources Prospectus, Western Resources intends, as

soon as practicable after consummation of the Western Resources Offer, to seek

to merge KCPL with and into itself pursuant to applicable law (the "Proposed

Western Resources Merger").
According to the Western Resources Prospectus, the principal executive

offices of Western Resources are located at 818 Kansas Avenue, Topeka, Kansas

66612.
ITEM 3. IDENTITY AND BACKGROUND
(a) The name and business address of KCPL, which is the person filing this

Statement, are set forth in Item 1 above.
(b) Certain contracts, agreements, arrangements and understandings between

KCPL or its affiliates and certain of KCPL's directors and executive officers

("Compensation Arrangements") are described under the headings "THE MERGERS --

Conflicts of Interest," "-- Certain Arrangements Regarding the Directors and

Management of Maxim," "-- Employment Agreements," "-- Employee Plans and

Severance Arrangements," "-- Maxim Plans," "-- Dividend Reinvestment Plan," "THE

MERGER AGREEMENT -- Certain Covenants," "-- Maxim Board of Directors," "--

Directors' and Officers' Indemnification," "-- Benefit Plans," "-- Certain

Employment Agreements and Workforce Matters," "APPROVAL OF MAXIM PLANS" and

"MAXIM FOLLOWING THE MERGERS -- Board of Directors of Maxim" and "-- Management

of Maxim" at pages 73-78, 85-90, 102-109 and 120 in the Joint Proxy

Statement/Prospectus of KCPL, dated June 26, 1996, sent by KCPL to its

shareholders in connection with KCPL's special meeting of shareholders scheduled

to be held on August 7, 1996 (the "Joint Proxy Statement/Prospectus"). A copy of

such portions of the Joint Proxy Statement/Prospectus is filed as Exhibit 1

hereto and is incorporated herein by reference. Certain other Compensation

Arrangements are described under the headings "COMPENSATION OF EXECUTIVE

OFFICERS," "OPTIONS AND STOCK APPRECIATION RIGHTS," "BENEFIT PLANS" and

"COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION" at pages 112-117 in

the joint proxy statement/prospectus of KCPL, dated April 4, 1996, sent by KCPL

to its shareholders in
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connection with the annual meeting of KCPL shareholders held on May 22, 1996

(the "Original Joint Proxy Statement/Prospectus"). A copy of such portions of

the Original Joint Proxy Statement/ Prospectus is filed as Exhibit 2 hereto and

is incorporated herein by reference.
KCPL and Western Resources are involved in various ventures and agreements

on an arm's-length basis, including (i) the ownership and operation of the Wolf

Creek Generating Station (a nuclear powered generating station) ("Wolf Creek");

(ii) the ownership and operation of the LaCygne Station (a coal-fired station

consisting of two generating units); (iii) the lease by KCPL from a subsidiary

of Western Resources of a 345 kv transmission line from Wolf Creek to LaCygne

Station; (iv) the MOKAN Power Pool, pursuant to which KCPL and Western

Resources, along with Utilicorp United Inc. ("UCU"), operate a

Wichita-Topeka-Kansas City-Sibley interconnection; and (v) the Southwest Power

Pool pursuant to which KCPL and Western Resources engage in joint transmission

planning.
In the normal course of business, KCPL and Western Resources buy and sell

electric power from and to each other in arm's-length transactions pursuant to

filed rate schedules.
ITEM 4. THE SOLICITATION OR RECOMMENDATION
(A) AND (B) AS MORE FULLY DESCRIBED BELOW, THE KCPL BOARD HAS RECOMMENDED

THAT KCPL SHAREHOLDERS REJECT THE WESTERN RESOURCES OFFER AND NOT TENDER THEIR

SHARES OF KCPL COMMON STOCK PURSUANT TO THE WESTERN RESOURCES OFFER. THE KCPL

BOARD HAS ALSO REAFFIRMED ITS DETERMINATION THAT THE TERMS OF THE MERGER

AGREEMENT BETWEEN KCPL AND UCU ARE FAIR TO, AND IN THE BEST INTERESTS OF, KCPL

AND ITS SHAREHOLDERS.
BACKGROUND. KCPL, UCU and KC United Corp. ("KCU") entered into an Agreement

and Plan of Merger (the "Original Merger Agreement") dated as of January 19,

1996. In accordance with the terms and conditions of the Original Merger

Agreement, KCPL and UCU would have been merged into KCU (the "Original Merger"),

with each outstanding share of KCPL Common Stock being converted into one share

of KCU common stock, and each outstanding share of UCU common stock being

converted into 1.096 shares of KCU common stock.
On April 14, 1996, Mr. A. Drue Jennings, Chairman of the Board, President

and Chief Executive Officer of KCPL, received a telephone call from Mr. John E.

Hayes, Jr., Chairman of the Board and Chief Executive Officer of Western

Resources, in which Mr. Hayes informed Mr. Jennings that he was delivering to

Mr. Jennings an unsolicited proposal to the board of directors of KCPL (the

"KCPL Board") pursuant to which Western Resources would acquire all of the

outstanding KCPL Common Stock in exchange for shares of Western Resources Common

Stock valued at $28.00 per share of KCPL Common Stock, subject to a "collar"

limiting the amount of Western Resources Common Stock that holders of KCPL

Common Stock would receive to no more than 0.985 shares, and no less than 0.833

shares, of Western Resources Common Stock for each share of KCPL Common Stock.

Following such telephone conversation, on April 14, 1996, Mr. Jennings received

from Western Resources a letter (the "April 14 Letter") setting forth further

details of Western Resources' unsolicited merger proposal.
A meeting of the KCPL Board was held on April 19, 1996 and April 21, 1996 to

consider Western Resources' proposal. At this meeting, the KCPL Board received

presentations from KCPL's management and its financial and legal advisors. On

April 21, the KCPL Board, based upon the presentations given, the advice

received, and the considerations discussed at such meeting of the KCPL Board,

determined that further exploration of the Western Resources proposal was not in

the best interests of KCPL, its shareholders, customers, employees and other

constituencies. Also on such date, the KCPL Board reaffirmed its approval of the

Original Merger with UCU.
On April 22, 1996, Western Resources announced that it intended to commence

an unsolicited exchange offer for all outstanding shares of KCPL Common Stock.
2
On May 6, 1996, KCPL and UCU announced that they would recommend an annual

dividend of $1.85 per common share for KCU. Also on May 6, 1996, Western

Resources announced that it had increased the lower limit of the "collar" in the

Western Resources Offer. According to Western Resources, the minimum number of

shares of Western Resources Common Stock that KCPL shareholders would receive

for each share of KCPL Common Stock if the Western Resources Offer was

consummated would be changed from 0.833 to 0.91. The maximum number was not

changed.
On May 9, 1996 the KCPL Board met in order to review the status of the

Original Merger and the proposed Western Resources exchange offer. During the

period beginning on May 10, 1996 and ending on May 19, 1996, various meetings

were held between executives of KCPL and UCU to discuss a possible change in the

exchange ratios in the Original Merger, certain changes in the structure of the

Original Merger and other possible changes to the terms of the Original Merger.

On May 20, 1996, KCPL, KC Merger Sub, Inc. ("Sub"), KCU and UCU entered into the

Amended and Restated Agreement and Plan of Merger, dated as of January 19, 1996,

as amended and restated as of May 20, 1996 (as amended and restated, the "Merger

Agreement"). Pursuant to the Merger Agreement, (i) Sub will merge with and into

UCU, with UCU surviving (the "UCU Merger"), and (ii) immediately thereafter, the

surviving corporation in the UCU Merger will merge with and into KCPL, with KCPL

surviving (together with the UCU Merger, the "Mergers"). As part of the Mergers,

KCPL will be renamed Maxim Energies, Inc. ("Maxim"). Pursuant to the Merger

Agreement, shareholders of UCU will receive one share of KCPL common stock for

each share of common stock, par value $1.00 per share, of UCU ("UCU Common
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