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1 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant / / Filed by party other than the registrant /x/ Check the appropriate box: / / Preliminary proxy statement / / Confidential, for Use of the / / Definitive proxy statement Commission Only (as permitted by / / Definitive additional materials Rule 14a-6(e)(2)) /x/ Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12 KANSAS CITY POWER & 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 Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a- 6(j)(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: (5) Total fee paid: /x/ Fee paid previously with preliminary materials. / / Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. (1) Amount Previously Paid: (2) Form Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: 2 John Hayes Message Points 4/22/96 o Today's KCPL action confirms we have a better offer. -- KCPL did not and could not challenge that. -- KCPL shareholders get a substantial dividend increase and premium for stock. -- Customers in Kansas City get greater rate reductions. -- For KCPL and Western employees there will be no layoffs. -- The Community does not lose a corporate citizen, but gains: * KCPL * Western * Subsidiary o How come KCPL doesn't see it? Because they wouldn't meet with us. 3 o This is a deal we are backing up with facts: We can walk the talk. -- We have the detailed analysis -- We have the track record of hitting savings, rate reduction and no layoff targets in a previous major merger. o The Western Resources board has voted to move forward with a plan to combine the two companies by taking the facts directly to shareholders. -- Shortly after noon today, we filed the necessary papers with the Securities and Exchange Commission to go directly to KCPL shareholders and ask them to vote against the proposed UtiliCorp merger so that we can combine with KCPL. -- Western Resources' proxy solicitation materials will be mailed within the next ten days. -- Western Resources is also filing exchange offer materials with the SEC and we intend to make our offer directly to shareholders of KCPL as soon as our registration statement has been declared effective by the SEC -- normally about 30 to 60 days. o If I understand KCPL's statement, if we can prove our offer is solid, we have got a deal. 4 -- So let's get the process started. o Savings -- First, let me point out the savings were developed by Deloitte and Touche, who hit the savings on the nose when we acquired KG&E. -- The earlier savings estimates were preliminary, about a year ago and for a shorter period of time. Since then, we have done a detailed analysis with Deloitte & Touche and have verified those numbers against their regulatory filings and their recent proxy statement. -- (Savings breakdown) o Layoffs -- KCPL says there have to be layoffs. In fact, they are telling their employees today that our offer means the loss of 500 jobs. That is wrong and it is wrong to employ such scare tactics. -- I commit to you, to our employees and to the KCPL employees that no one will lose their job as a result of this combination. -- We promised no layoffs in the KG&E acquisition. We made good on our promise. 5 -- Positions may be eliminated, but the people in those positions will be offered jobs in the many growing parts of our company. No individual will lose his or her job. . . period. o Financial strength -- It is odd KCPL questions the financial strength of combining with an A-minus rating, while pursuing a merger with a much lower BBB company. -- The same Standard and Poor's report cited today by KCPL speaks favorably on our merger with KCPL. -- The same report also puts KCPL on a credit watch because of negative implications of its merger with UtiliCorp. -- Western Resources has not had to write off millions in bad investments. UtiliCorp has written off $120 million since 1992 in poor investments. o Business vision -- Our vision works. We know and understand the markets we enter and how to make long term growth out of these investments. 6 -- We have entered the changing marketplace thoughtfully and successfully, with key investments focused on industries that offer synergies and long term growth. * Westar -- we are the largest marketer of wholesale power in our region. We market gas in 13 states. * Wing Group -- the premier developer of independent power projects worldwide. * ADT -- 24 percent interest in the nation's largest provider of monitored home security. -- This vision is not dependent on acquiring KCPL. But, it is in the interest of shareholders, customers and employees not to pass on this opportunity. We have a growth business plan independent of this acquisition that has been consistently effective. This acquisition complements our business plan. o We are taking these facts in detail directly to the shareholders. -- We are asking them to vote against the UtiliCorp plan. Unless they vote against it, they will not be given the opportunity to review our program and combine with Western Resources. -- We don't take this lightly. If the numbers weren't there in such a dramatic fashion, we would not be taking this step, period. 7 -- Our offer has better dividends for the shareholders, customers, employees and community. ### 8 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 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., M.I.S.), 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), Doug 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 and Bruce R. Burns. 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, as of the date of this script, neither Western Resources nor any of its directors, executive officers or other representatives or employees of Western Resources who may also 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 9 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 script 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 script 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. 10 Post or Distribute Immediately Employee Update April 22, 1996 Western Resources Disappointed by KCPL's Response, Prepares to Solicit KCPL Shareholders "We are extremely disappointed that we were not given an opportunity to meet with the Kansas City Power & Light board to present our offer," said John E. Hayes, Jr., Western Resources chairman of the board and chief executive officer. Hayes made the statement in response to today's announcement by the KCPL board of directors declining Western Resources' merger offer. "The terms of a Western Resources/KCPL merger are clearly financially superior to those proposed by UtiliCorp. We are convinced that given an opportunity to fully understand our offer, the KCPL board would have concluded that it is depriving its shareholders of the benefits of a better deal -- an increased dividend, a better price, and greater financial strength for the future," said Hayes. "We continue to welcome the opportunity to discuss our offer with KCPL's board." The Western Resources board of directors met following the action by KCPL and unanimously authorized the company to move forward with a plan to combine the two companies. "After a week of consideration, we thought KCPL's board would recognize that the dollar opportunities for shareholders, customers, employees and the community are simply too great to ignore," said Hayes. "We must pursue all avenues to bring about a Western Resources/KCPL merger. Therefore, we will go directly to KCPL shareholders and ask them to vote against the proposed merger of UtiliCorp and KCPL." Western Resources' proxy solicitation materials are being filed today with the Securities and Exchange Commission (SEC) and will be mailed shortly. Western Resources also is filing today exchange offer materials with the SEC and intends to make its offer directly to shareholders of KCPL as soon as its registration statement has been declared effective by the SEC. On April 14, Western Resources offered to merge with KCPL in a tax-free transaction offering increased annual dividends for KCPL shareholders, a premium over market price for KCPL common shares, earnings improvement for Western Resources and KCPL shareholders, and lower rates for customers, all without any employee layoffs. "Our initial review of the KCPL board's decision to reject our offer indicates a general lack of understanding on their part of both Western Resources and our proposal. We will be responding in detail very shortly," said Hayes. "We believe once KCPL shareholders review our materials, they, too, will conclude that we're offering the better merger for everyone involved." continued on page 2 11 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 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., M.I.S.), 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), Doug 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 and Bruce R. Burns. 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, as of the date of this employee update, neither Western Resources nor any of its directors, executive officers or other representatives or employees of Western Resources who may also 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 12 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 employee update 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 employee update 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. 13 Tuesday, April 23, 1996 The Kansas City Star D-9 ATTENTION KCPL SHAREHOLDERS OUR OFFER PAYS BETTER DIVIDENDS. Critical Our Offer: Their Offer: Issues Western Resources UtiliCorp United KCPL Shareholders' 23% increase in Dividend "at least in Dividend dividend to $1.92 vs. the range" of the $1.56.* current dividend. $28.00 per share in No premium; stock for Western Resources stock transfer. stock, a 17% premium over market.** Tax-free transaction Tax-free transaction. KCPL Customers' Rate reduction 30% Rates will be higher Dividend better than Utilicorp than Western Resources' plan. offer. KCPL Employees' No layoffs. No commitments. Dividend Community Dividend Maintain KCPL/Western Current corporate Resources' level of giving "substantially civic and charitable comparable" for only 2 giving for 5 years. years. Financial Strength Western Resources' bond UtiliCorp's bond rating rating is A-. is BBB. 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 Resources 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. Please look for our materials which will be mailed to you shortly. Western Resources *Based upon closing stock prices April 19, 1996, and Western Resources' current annual dividend of $2.96 per share. ** Based upon closing stock prices April 12, 1996, the last trading date prior to the public announcement of Western Resources' offer. 14 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 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., M.I.S.), 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), Doug 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 and Bruce R. Burns. 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, as of the date of this advertisement, neither Western Resources nor any of its directors, executive officers or other representatives or employees of Western Resources who may also 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 15 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 advertisement 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 advertisement 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. 16 Post or Distribute Immediately Employee Update April 23, 1996 To address questions frequently asked by Western Resources employees, an employee telephone line-STARLINE- has been implemented. 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. The following questions and answers summarize the recent activities of STARLINE: Q: Why do you believe the KCPL board of directors rejected your offer? You've said it's superior. Why didn't they endorse it? A: Unfortunately, we were not given an opportunity to sit down with the KCPL board of directors and explain the benefits of our offer. We continue to believe that if we'd been given that chance, KCPL would have found our offer financially superior. Q: Western Resources if filing both proxy material and exchange material. Can you explain what exchange material is and how KCPL shareowners should respond? A: The proxy material that will be sent to KCPL shareowners within the next seven to 10 days urges KCPL shareowners to vote AGAINST a UtiliCorp/KCPL merger. The subsequent exchange material -- which should be mailed within the next 30 to 60 days, pending SEC approval -- will explain the details and the benefits of a Wester Resources/KCPL merger, and request that KCPL shareowners "exchange" their KCPL shares in a tax-free, stock- for-stock swap with Western Resources stock. At this time, KCPL shareholders are not being asked to take any action on the exchange offer. Q: If I'm a KCPL shareholder and I've already sent my proxy in with a FOR vote, how do I cancel my vote now that I know Western Resources has put a better merger offer on the table? A: The only way to have a chance to consider a Western Resources/KCPL merger is to vote AGAINST a UtiliCorp/KCPL merger. If shareholders already have voted FOR the UtiliCorp/KCPL merger, all shareholders need to do is vote AGAINST the UtiliCorp/KCPL merger with the new proxy card in the proxy information Western Resources will be sending in the next seven to 10 days. The proxy with the most recent date is all that matters. Q: Can you discuss Western Resources' business strategy? How does it complement KCPL and benefit all shareowners. A: Western Resources is the same kind of energy company in which KCPL shareowners invested. We are strong on operations, strong on cost control, and we provide excellent customer service with a healthy mix of thoughtful, controlled growth. We're getting ready for market place changes the right way. If you like KCPL, you'll love Western Resources. Q: We've noticed there is a lot of legal terminology attached to the Employee Update, news releases, and documents on our Internet site. Can you explain what this is and what it means? A: The legal terminology is called a "legend." Because Western Resources is in a period of soliciting KCPL proxies, or asking KCPL shareholders to vote AGAINST the proposed Utilicorp/KCPL merger, we must attach a "legend" to all public documents. The legend lists the identity of the participants in our solicitation and a description of their interest and/or their holdings of KCPL stock. Yesterday, we filed our proxy and exchange offer materials with the SEC. Once the SEC grants us permission to proceed, which is expected in the next seven to 10 days, the legend will no longer be attached to public documents. 17 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 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., M.I.S.), 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), Doug 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 and Bruce R. Burns. 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, as of the date of this employee update, neither Western Resources nor any of its directors, executive officers or other representatives or employees of Western Resources who may also 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 18 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 employee update 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 employee update 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.