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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 24)
Tender Offer Statement
(Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934)
Kansas City Power & Light Company
(Name of Subject Company)
Western Resources, Inc.
(Bidder)
Common Stock, Without Par Value
(Title of Class of Securities)
48513410
(CUSIP Number of Class of Securities)
John K. Rosenberg
Executive Vice President and General Counsel
Western Resources, Inc.
818 Kansas Avenue
Topeka, Kansas 66612
Phone: (913) 575-6300
(Name, Address, including Zip Code, and Telephone
Number, including Area Code, of Agent for Service)
Copies to:
Neil T. Anderson
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
(212) 558-4000
William S. Lamb
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
125 West 55th Street
New York, New York 10019
(212) 424-8000
This Amendment No. 24 amends and supplements the Tender Offer Statement on
Schedule 14D-1 (the "Schedule 14D-1"), originally filed by Western Resources,
Inc., a Kansas corporation ("Western Resources"), on July 8, 1996 relating to
the exchange offer disclosed therein to exchange all of the outstanding Shares
for shares of Western Resources Common Stock upon the terms and subject to the
conditions set forth in the Prospectus, dated July 3, 1996, and the related
Letter of Transmittal. Capitalized terms used and not defined herein shall
have the meanings set forth in the Schedule 14D-1.
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby amended and supplemented by adding thereto the
following:
(a)(76) Text of a presentation book issued on August 12, 1996
(a)(77) Text of a press release / employee update issued on
August 9, 1996
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
WESTERN RESOURCES, INC.
Date August 12, 1996 By /s/ JERRY D. COURINGTON
Jerry D. Courington,
Controller
INDEX TO EXHIBITS
Sequentially
Numbered
Exhibit No. Description Pages
(a)(76) Text of a presentation book issued on
August 12, 1996 4
(a)(77) Text of a press release / employee update
issued on August 9, 1996 1
Exhibit No. (a)(76)
The following information was sent to selected financial analysts and large
KCPL shareholders in the form of a Presentation Book on 8/10/96.
Cover Page
Western Resources
[LOGO]
Page 1
August 12, 1996
CREDIBILITY
Facts Not Fiction II
Western Resources/KCPL Exchange Offer
Page 2
Fiction:
KCPL management continues to mislead its shareholders regarding issues that
have been settled:
Fiction 1 -- KCPL claims significant rate reductions could adversely
impact Western's stock price and ability to deliver projected dividends
Fiction 2 -- KCPL claims Western Resources' proposal is based on "faulty
synergies and savings retentions assumptions" and is not credible
Fiction 3 -- KCPL claims the value of Western Resources' proposal will
be less than $31 per share
For the Record...
Page 3
For the Record:
Regulatory issues settled
(million of dollars)
1998 1999 2000
Original Rate
Reduction Proposal $23.4 $32.1 $40.8
Original Proposed
Increase to Depreciation 39 39 39
Merger-related KGE
Rate Reduction 10 10 10
Total 72.4 81.1 89.8
Regulatory Settlement
Total 64.7 64.7 64.7
Difference + $7.7 + $16.4 + $25.1
The regulatory package agreed to by the KCC staff, CURB, the City of Wichita,
and Western Resources, supports our previously reported projections of
post-merger earnings and our ability to pay projected dividends.
Page 4
For the Record:
Western Resources electric regulatory settlement in Kansas is comparable to
the regulatory settlement KCPL has agreed to in Missouri
KCPL WR
Missouri Kansas
Pre-Tax Earnings Impact as a
Percentage of Revenues 6% 6%
Rate Reduction / Depreciation
Increase (000's) $29,000 $64,700
Electric Revenues (000's) $511,723 $1,016,186
The pre-tax earnings impact of the rate settlements for both Western Resources
and KCPL were approximately 6% of the respective state revenues.
Source: Jurisdictional revenue amounts taken from the FERC
Form No. 1 for the year ending December 31, 1995.
Page 5
For the Record: Savings are credible
Comparison of Claimed Synergies in Recent Utility Mergers in Descending Order
by Estimated Cost Savings as a Percent of Pre-Tax Income
As a Percent of
Estimated Cost Combined
Savings Aggregate Pre-Tax Income
(millions of dollars): Per Year:
PSI Resources / Cinn. G&E 1,500 34.4%
Wisconsin Energy / Northern States Power 2,000 27.3%
IES / Interstate / WPL 700 27.0%
WR / KCPL 1,000 22.6%
Washington Energy / Puget Sound P&L 370 22.3%
Sierra Pacific Res. / Washington Water Power 450 22.1%
Southwestern P.S. / P.S. Co. of Colorado 770 21.6%
UCU / KCPL 600 19.1%
KPL /KGE 140 18.7%
Iowa-Illinois G&E / Midwest Resources 400 18.5%
Gulf States / Entergy 1,700 18.4%
Potomac Electric / Baltimore G&E 1,300 17.5%
CIPSCO / Union Electric 570 9.0%
AVERAGE 21.4%
MEDIAN 21.7%
Our estimated cost savings are in line with both the average and the median of
other recently announced merger transactions
Source: KCPL publication "A Guide to the Merger"
Page 6
For the Record:
Summary
The regulatory settlement agreed to with the Kansas Corporation
Commission (KCC) staff supports our previously reported projections of
post-merger earningsand our ability to pay projected dividends
Savings projections for the WR/KCPL merger are consistent with other
proposed merger transactions. The KCC staff also verified that projected
savings for our 1992 merger with KGE are on target and will be shared 2/3 to
the company and 1/3 to customers
The $31 per share value of the WR offer is protected by a collar
mechanism vs. the value of the UtiliCorp proposal which can fluctuate each day
with the market
Page 7
For the Record:
Bottom line -- WR offers value:
Western Western
Resources' KCPL Resources'
Offer[1] Premium
Price $31.00 $23.875 [2] 30%
Current indicated
dividend per KCPL share $1.92 - $2.27 $1.62 19% - 40%
Indicated dividend
at closing per KCPL share $2.00 - $2.35 $1.85 [3] 8% - 27%
[1] Subject to exchange ratio of 0.933 - 1.100 Western Resources shares for
each KCPL share. Dividend at closing based on 1998 post-merger annual
dividend rate of $2.14 per Western Resources' share as projected in
Western Resources' exchange offer and the exchange ratio. Western
Resources' current indicated annual dividend is $2.06 per share
[2] KCPL closing share price on April 12, 1996, the last trading day before
the public announcement of the initial Western Resources offer
[3] Based on announcement by KCPL/UCU of intent to recommend an annual
dividend rate of $1.85 per share following the close of the proposed
combination of KCPL and UCU
Page 8
This material contains opinions and beliefs of Western Resources, in addition
to forecasts, projections, and other forward-looking statements that are based
on unaudited forecasted financial data with respect to Western Resources'
exchange offer. All such forward-looking statements are subject to the
assumptions and variables described in the Western Resources prospectus, dated
July 3, 1996, as it may be amended from time to time. Reference is made to the
prospectus and proxy statement supplement, dated June 17, 1996 for complete
information about Western Resources' offer.
This presentation 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.
Exhibit No. (a)(77)
The following press release / employee update was issued on August 12, 1996:
WESTERN RESOURCES PLEASED BY CITY OF WICHITA SUPPORT;
BACKING COMPLEMENTS ISS RECENT ENDORSEMENT
TOPEKA, Kansas, August 9, 1996 -- Western Resources said it was
especially gratified that the City of Wichita today announced its support of
the regulatory agreement reached by the Kansas Corporation Commission (KCC)
staff, Citizens' Utility Ratepayers Board, and Western Resources late last
month.
The City of Wichita also said today that it was endorsing the
Western Resources/KCPL merger.
"We continue to move forward in a positive manner in putting together a
merger with what we believe is better value for all concerned," said John E.
Hayes, Jr., Western Resources chairman of the board and chief executive
officer. "We are especially pleased that the City of Wichita concurs with
recent developments that continue to give our offer strength and
achievability."
Hayes said the city's endorsement comes soon after the July 31st
endorsement by Institutional Shareholder Services (ISS), one of the most
widely followed independent organizations specializing in proxy analysis.
"...Western's deal is superior," said ISS in its report. "(KCPL)
shareholders are being asked to approve the KCPL/UCU transaction despite the
fact that there is an offer on the table from a larger, financially stronger
company (Western Resources) that is worth approximately 20 percent more."
The report continued that "our recommendation is grounded in the belief
that it is the duty of the (KCPL) board to maximize value for KCPL
shareholders and to fairly consider all offers, including those that are
unsolicited."
Hayes said he continues to encourage KCPL shareholders to vote AGAINST
the UtiliCorp proposal on the GOLD proxy card.
Western Resources (NYSE:WR) is a diversified energy company. Its
utilities, KPL and KGE, operating in Kansas and Oklahoma, provide natural gas
service to approximately 650,000 customers and electric service to
approximately 600,000 customers. Through its subsidiaries, Westar Energy,
Westar Security, Westar Capital, and The Wing Group, energy-related products
and services are developed and marketed in the continental U.S., and offshore.
For more information about Western Resources and its operating companies,
visit us on the Internet at http://www.wstnres.com.
This news release 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