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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 17)
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. 17 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)(63) Text of an advertisement
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 1, 1996 By /s/ JERRY D. COURINGTON
Jerry D. Courington,
Controller
INDEX TO EXHIBITS
Sequentially
Numbered
Exhibit No. Description Pages
(a)(63) Text of an advertisement 1
Exhibit No. (a)(63)
The following advertisement will be used in newspapers:
ATTENTION KCPL SHAREOWNERS:
WESTERN RESOURCES:
72 YEARS OF
KEEPING PROMISES.
If you want to know how a company will handle its future, look at its past.
Western Resources has a strong history of providing shareholder value.
Paid dividends every year since 1924.
Increased dividends every year for the last 20 years.
Five year total cumulative return of 121%.
The 1992 Western Resources/KGE merger delivered:
$32 million in promised customer rebates.
Millions of dollars in promised savings.
No layoffs.
WHAT ABOUT THE FUTURE?
WESTERN RESOURCES' OFFER**
Dividend per KCPL share: $2.00 - $2.35
Price per KCPL share: $31.00
THE CHOICE IS CLEAR. CHOOSE VALUE. CHOOSE WESTERN RESOURCES.
Vote AGAINST the Proposed Merger with
UtiliCorp on The GOLD Proxy Card.
Western Resources
IF YOU HAVE ANY QUESTIONS ON OUR OFFER, CALL GEORGESON & COMPANY, ASSISTING US
AT 1-800-223-2064, OR ACCESS OUR WEB SITE AT http://www.wstnres.com.
*Based on dividends paid and stock price appreciation, December 31, 1990 -
December 31 1995.
**Dividend per KCPL share is based upon Western Resources' projected post-
merger 1998 annual dividend rate of $2.14 per share of Western Resources
common stock and the exchange ratio in Western Resources' offer. Price per
KCPL share (payable in Western Resources common stock) assumes that Western
Resources' average share price is between $28.18 and $33.23 at the time of
closing.
This advertisement 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.