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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(Amendment No. 50)
Tender Offer Statement
(Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934)
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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)
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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
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This Amendment No. 50 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 8. Persons Retained, Employed or to be Compensated.
Item 8 is hereby amended and supplemented as follows:
As of October 28, 1996, Western Resources retained EVEREN Securities,
Inc. ("EVEREN") to act as an information representative in connection with the
Offer. In its capacity as information representative, EVEREN has agreed to
contact certain registered holders of Shares on behalf of Western Resources and
to assist Western Resources in disseminating Offer materials to such
shareholders. EVEREN has also agreed to assist KCPL shareholders that it
contacts in completing the Letter of Transmittal and any other documents
required to tender Shares pursuant to the Offer.
As compensation for EVEREN's services, Western Resources has agreed to
pay to EVEREN: (i) $100,000 upon execution of the agreement under which EVEREN
is appointed information representative; (ii) (a) $0.125 per Share not already
tendered pursuant to the Offer which appears on the list of registered holders
of Shares that EVEREN will contact (excluding such Shares already tendered, the
"List") and which is tendered on the first Expiration Date on which a majority
of the outstanding Shares are tendered and (b) $0.125 per Share on the List on
the earlier of (x) the first date of public announcement of a definitive merger
agreement between Western Resources and KCPL and (y) the date on which Western
Resources accepts Shares for exchange pursuant to the Offer, provided, that
EVEREN will only be entitled to compensation for 60% of those Shares tendered
within the first week of EVEREN's appointment and provided, further, that the
compensation payable to EVEREN in respect of each of (a) and (b) above is
limited to $250 per beneficial owner of Shares; (iii) up to $250,000 based upon
the total number of Shares tendered on the date of the earliest of the events
specified in (ii) above by holders of record of Shares other than those
designated as banks, brokers, fiduciaries or depositories; and (iv) $50,000 on
the date specified in (ii)(a) above.
Western Resources has agreed to indemnify EVEREN for certain
liabilities under the federal securities laws. EVEREN has agreed to keep
information regarding KCPL shareholders confidential and to use such information
only for the purposes of serving as Western Resources' information
representative.
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby amended and supplemented by adding thereto the
following:
(f)(3) Telephone Script which may be used by EVEREN representatives
that contact KCPL shareholders on behalf of Western Resources.
(f)(4) Question and Answer sheet which may be used by EVEREN
representatives that contact KCPL shareholders on behalf of Western Resources.
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.
By: /s/ Jerry D. Courington
Name: Jerry D. Courington
Title: Controller
Dated: October 29, 1996
EXHIBIT INDEX
Exhibit
No. Description
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EX-99.(f)(3) Telephone Script which may be used by EVEREN representatives
that contact KCPL shareholders on behalf of Western Resources.
EX-99.(f)(4) Question and Answer sheet which may be used by EVEREN
representatives that contact KCPL shareholders on behalf of
Western Resources.
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TELEPHONE SCRIPT
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INTRO. -- Hello, may I speak with Mr./Ms. __________. I
have been retained as an information agent by Western
Resources and I would like to speak with you for a few
moments regarding the tender offer to exchange your Kansas
City Power and Light shares for shares in Western
Resources. Do you have the time now to speak with me briefly?
NO. -- O.K., then Mr./Ms. __________ is there a better time
when I may contact you?
YES. -- Terrific! My name is _____ and I am with EVEREN
Securities. We have been retained by Western Resources as
an information representative. I am calling to assist you
in the process of tendering your shares and to answer any
questions you may have. Are you currently a shareholder of
Kansas City Power & Light?
NO. -- Did you previously own shares which you have since
sold? (Broker make note of response and wrap-up
conversation)
YES. -- Are you aware of the tender offer currently pending
and have you received the offering materials?
YES. -- Have you tendered your shares yet?
YES. -- (Broker make note of response and wrap-
up conversation)
NO. -- Do you plan to do so or can I answer
any questions for you regarding the
proposed exchange? (Refer to Q&A but
make no recommendation)
--
NO. -- May I send you a prospectus and the
related materials which set forth the terms
of the offer and provide instructions on how
to exchange your shares?
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TELEPHONE SCRIPT, CONT'D
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YES. -- (Confirm address, make note of need for
new materials and wrap-up conversation.
Fax information request to Georgeson.)
NO. -- I strongly encourage you to review the
tender offer materials which state that
Management of Western Resources believes
the exchange will result in increased
dividend income per share of up to 45%
and a share price of $31.00 subject to
the terms and conditions of the
Offer(1). May I please send you a new set
of materials for your review? (Make note
of response and wrap-up conversation).
(1) Dividend per KCPL share is based upon Western Resources' project annual
dividend rate of $2.14 per share of Western Resources common stock in the first
year after the merger 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.
IC: REMEMBER TO LEAVE YOUR NAME AND NUMBER!!!
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POSSIBLE QUESTIONS & ANSWERS
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How did you get my number?
As an Information Representative for Western Resources I have been provided with
a Kansas City Power and Light Company shareholder list to ensure that you are
aware of the offer from Western Resources. I would also be more than happy to
assist you and explain the tendering process and provide any additional
information that you may require.
What should I do?
Western Resources recommends that you tender your shares today. Management of
Western Resources also believes the exchange will result in increased dividend
income per share of up to 45% and a share price of $31.00 subject to the terms
and conditions of the Offer(1).
(1) Dividend per KCPL share is based upon Western Resources' projected annual
dividend rate of $2.14 per share of Western Resources common stock in the first
year after the merger and the exchange ratio in Western Resources' offer. Price
per KCPL share (payable in Western Resources common stock) assumes the Western
Resources average share price is between $28.18 and $33.23 at the time of
closing.
What is a tender offer?
A tender offer is an offer to purchase the outstanding shares of a corporation
directly from shareholders. This offer will allow you to exchange each share of
KCPL stock for $31 of Western Resources stock, as long as Western Resources'
average stock price is between $28.18 and $33.23 when the shares are accepted
for exchange. The final conversion of your KCPL shares to Western Resources
stock will occur when all conditions of the Offer have been met.
How do I tender my shares?
Follow the directions in the Letter of Transmittal which is included in the
tender offer materials that were mailed to you. Simply sign at the red "x" on
pages 2 and 3 and fill in your social security number on page 3. Return the
Letter of Transmittal in the envelope provided together with your stock
certificates to Harris Trust. I would be happy to walk you through the process
and answer any questions you may have. If you have not yet received the tender
offer materials, we would be happy to have a new set sent to you.
How long do I have to make my decision?
The current expiration date is __________ unless it is extended.
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POSSIBLE QUESTIONS & ANSWERS, CONT'D
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Who is Western Resources?
Information about Western Resources is contained in the tender offer materials.
According to those materials, Western Resources is a combination electric and
natural gas public utility engaged in the generation, transmission, distribution
and sale of electric energy in Kansas and the purchase, distribution,
transportation and sale of natural gas in Kansas and Oklahoma. The Company
serves 648,000 natural gas customers in Kansas and Oklahoma and 601,000 electric
customers in Kansas. Western Resources is a $6 billion Company. Western
Resources has also paid dividends every year since its founding in 1924 and has
increased dividends every year for the last 20 years.
Does EVEREN have an opinion on this tender offer?
As Information Representative, EVEREN does not, however, Western Resources
believes that by tendering your shares, you will be sending a clear message to
KCPL that you support the merger of Western Resources and KCPL.
Why does Western Resources want my shares?
Western Resources is seeking to merger with KCPL. The tender offer materials
state that management of Western Resources believes that the consolidation will
result in a $9 billion company that management believes will be more than twice
as large as KCPL alone and that the combined company can be a leader in the
changing utility industry.
Why is KCPL contesting this offer?
Western Resources has stated that KCPL has refused to discuss its offer with it.
By tendering your shares, you can send a message to KCPL management that you
would like them to meet with Western Resources management and complete a merger.
Who is EVEREN Securities?
EVEREN Securities is a full-service securities brokerage firm. We have been
retained by Western Resources as Information Representative to ensure that KCPL
shareholders like yourself are aware of the Western Resources tendering process
and to provide any assistance or information you may require.
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POSSIBLE QUESTIONS & ANSWERS
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Does EVEREN provide research on KCPL or Western Resources?
Yes we do, but unfortunately as Information Representative I am unable to
discuss our research opinion with you nor can I send you any of our research
reports.
What would you do if you were a KCPL shareholder?
As Information Representative, I am unable to make recommendations or give
investment advice since you are not a current EVEREN client and I am not
familiar with your financial situation or investment objectives. I can recommend
that you read the tender offer materials and make your own decision on whether
to retain your KCPL shares or exchange them for Western Resources shares.
If I were to open an EVEREN account would you be able to advise me on this
tender offer?
I would be able to give you investment advice only if you were an EVEREN client
and I had sufficient information to determine your financial situation and
investment objectives.
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