Kansas City Power & Light Proceeds With Telecom Investment.

Business Editors

KANSAS CITY, Mo.--(BUSINESS WIRE)--Dec. 26, 2000

Kansas City Power & Light Company (NYSE:KLT) today announced that its subsidiary, KLT Telecom Inc. (KLTT), has agreed on a conditional basis to acquire control of DTI Holdings Inc. (DTI), a St. Louis-based firm which is developing a high-capacity fiber optic network.

This transaction, replacing a proposal that was put on hold in October amid volatility in the capital markets for telecom companies, should accelerate the completion and commercialization of DTI's advanced voice and data network.

"We are seeking the controlling role in DTI's management, along with needed changes in the capital structure, to implement the company's enhanced business plan," said Greg Orman, CEO and president of KLT Inc., a wholly owned subsidiary of Kansas City Power & Light that manages its private equity investments. "We see a significant opportunity to realize value for Kansas City Power & Light shareholders through the completion and marketing of this high-capacity network."

KLTT will acquire an additional 31.2 percent of the fully diluted shares from Richard D. Weinstein, founder of DTI, under the purchase agreement for $33.6 million in cash. An additional 6 percent of the fully diluted shares will be sought through a tender offer for DTI's outstanding warrants which would result in KLTT owning in excess of 80 percent of DTI's fully diluted shares. Net operating losses of DTI would be allocated to KLTT and its affiliates, except to the extent DTI would otherwise have taxable income in the same tax year.

Under the purchase agreement, Mr. Weinstein will resign as chairman, president and chief executive officer and will retain just over 15 percent of the fully diluted ownership and a seat on the DTI board. The parties have granted put and call options that grant Mr. Weinstein the right to sell and KLTT the right to buy his remaining shares after September 2003 and 2005, respectively, at fair market value with a floor of $15 million. KLTT has also committed to help DTI arrange a revolving credit facility for a minimum of $75 million to complete the construction of the planned DTI network and meet other operating requirements.

The transaction is conditioned upon the successful restructuring of DTI's existing debt, receipt of financing commitments satisfactory to KLTT, and waivers from KLT Inc.'s existing bank group and KLT Inc.'s Board approval. Based on input from DTI's five largest noteholders, DTI will attempt to restructure the existing indebtedness by launching a tender offer to purchase 50.1 percent of its existing 12 1/2 percent Series B Senior Discount Notes (Existing Notes) in a "Dutch auction" at prices between 25 and 40 percent of their principal amount at maturity with a limit of $94 million in total cash paid. In addition, DTI will be seeking a consent solicitation to amend the indenture for the Existing Notes to permit the stock of DTI's operating subsidiary to be pledged to secure the tender offer financing. The amendments will also make certain other changes to the indenture to allow DTI to complete the debt restructuring and to achieve other operating goals. A separate tender offer will be made by KLTT for at least 50.1 percent of the outstanding DTI warrants, originally attached to the Existing Notes, at a price of $1.50 per share equivalent, which is consistent with the price per share being paid to Weinstein.

DTI is the parent of Digital Teleport, Inc., which is creating a fiber optic network to serve customers in 37 states. When complete, the DTI network will provide state-of-the-art digital transmission through approximately 20,000 route miles of fiber optic cable in 23 highly reliable "regional rings," focusing on underserved secondary and tertiary cities. The network also is linked to major cities coast-to-coast. Customers include telecom carriers such as Sprint, MCI WorldCom and Ameritech, as well as targeted business and governmental users.

Kansas City Power & Light Company (NYSE:KLT) is a leading provider of energy, serving over 460,000 customers in 23 counties in western Missouri and eastern Kansas, including metropolitan Kansas City. Through KLT Inc., a wholly owned subsidiary, KCP&L pursues unregulated ventures on a national basis to capture growth opportunities in markets outside the utility industry. Headquartered in Kansas City, Missouri, the Company provides additional information through its web site at www.kcpl.com.

Certain Forward-Looking Information -- Statements made in this report which are not based on historical facts are forward-looking and, accordingly, involve risks and uncertainties that could cause actual results to differ materially from those discussed. Any forward-looking statements are intended to be as of the date on which such statement is made. In connection with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, we are providing a number of important factors that could cause actual results to differ materially from provided forward-looking information. These important factors include future economic conditions in the regional, national and international markets, state, federal and foreign regulation, weather conditions, financial market conditions (including, but not limited to, changes in interest rates), inflation rates, increased competition (including, but not limited to, the deregulation of the United States electric utility industry, and the entry of new competitors), ability to carry out marketing and sales plans, ability to achieve generation planning goals and the occurrence of unplanned generation outages, nuclear operations, ability to enter new markets successfully and capitalize on growth opportunities in nonregulated businesses, adverse changes in applicable laws, regulations or rules governing environmental (including air quality regulations), tax or accounting matters and the completion of the transaction contemplated by this press release. This list of factors may not be all-inclusive since it is not possible for us to predict all possible factors.