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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 30)
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. 30 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)(88) Letter sent to a KCPL shareowner on August 19, 1996
(a)(89) Letter sent to a KCPL shareowner on August 19, 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 20, 1996 By /s/ JERRY D. COURINGTON
Jerry D. Courington,
Controller
INDEX TO EXHIBITS
Sequentially
Numbered
Exhibit No. Description Pages
(a)(88) Letter sent to a KCPL shareowner
on August 19, 1996 1
(a)(89) Letter sent to a KCPL shareowner
on August 19, 1996 1
Exhibit No. (a)(88)
The following letter was sent to a KCPL shareowner on August 19, 1996:
John E. Hayes, Jr.
Chairman of the Board
and Chief Executive Officer
August 19, 1996
Addressee
Dear Addressee,
Thank you for your recent letter and your comments concerning our proposed
merger with Kansas City Power & Light. I know that you and many others have
received significant information from both Kansas City Power & Light and us
concerning the proposed merger. The information is simply intended to keep
you advised as to our proposal. KCPL is, we believe, a high-quality company
similar to ours in its dedication to customer service and managing for the new
competitive environment. Building a larger, stronger company to meet the
changing marketplace is our goal. Our merger proposal is an offer based on
careful and professional review and certainly not on personal issues.
We, too, share your concerns regarding personal gain. Based on the
proposed UtiliCorp/KCPL merger, much of the benefits go directly to executive
management. Under their merger proposal, Mr. Jennings' compensation jumps 191
percent if he leaves KCPL following the merger for "good" reason. KCPL
directors and executive officers, who currently own less than one percent of
KCPL common stock, also would receive as much as $16 million worth or 600,000
shares per year. Under their merger, executives also would benefit from a
bonus plan that allows short-term cash bonuses up to $2 million per person,
per year.
Please know that we have worked hard to create a respected reputation on
business matters that, above all else, benefit shareowners, customers and the
communities we serve. Ours is clearly a well-thought, well-studied, sincere
effort to build a partnership that will benefit all. Our experience with
merging KGE and KPL demonstrated that employees do not have to lose for
shareowners and customers to win. In the KGE merger of 1992, millions of
dollars in savings were achieved with no layoffs. Through this combination, we
also were able to offer $32 million in customer rebates.
Again, thank you for sharing your concerns. If you have further questions
about our offer, do not hesitate to contact me or Georgeson & Company Inc. at
1-800-223-2064.
Sincerely,
/s/ John E. Hayes, Jr.
This letter 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)(89)
The following letter was sent to a KCPL shareowner on August 19, 1996:
John E. Hayes, Jr.
Chairman of the Board
and Chief Executive Officer
August 19, 1996
Addressee
Dear Addressee,
Thank you for your recent letter concerning our proposed merger with Kansas
City Power & Light.
I know that you and others have received significant information from both
Kansas City Power & Light and us concerning the proposed merger. This
correspondence is simply our intent to keep you advised as to our overall
approach to this merger activity. We are confident that a Western
Resources/KCPL combination would be beneficial to shareowners, customers and
employees.
I appreciate your patience, willingness to discern the truth, and your
serious consideration of the value of our offer. Please do not hesitate to
contact me or Georgeson & Company at 1-800-223-2064 if you have additional
questions about our proposal. Again, thank you for sharing your concerns.
Sincerely,
/s/ John E. Hayes, Jr.
This letter 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.