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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 22)
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. 22 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)(72) Text of a news release / employee update
issued on August 6, 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 7, 1996 By /s/ JERRY D. COURINGTON
Jerry D. Courington,
Controller
INDEX TO EXHIBITS
Sequentially
Numbered
Exhibit No. Description Pages
(a)(72) Text of a news release / employee update
issued on August 6, 1996 2
Exhibit No. (a)(72)
The following news release / employee update was issued on August 6, 1996:
WESTERN RESOURCES PLEASED WITH
RESCHEDULED KCPL SHAREOWNER MEETING
SAYS TWO DELAYS ARE TWO TOO MANY
TOPEKA, Kansas, August 6, 1996 -- Western Resources officials today said
they were pleased with Kansas City Power & Light Company's (KCPL) announcement
that it has promptly rescheduled its shareowner meeting for August 16.
"We have contended that the recent Missouri court decisions, which could
jeopardize a UtiliCorp/KCPL transaction from being completed, needed to be
fully disclosed to KCPL shareowners, but without unnecessary delay in the
rescheduling of the shareowner meeting and vote," said John E. Hayes, Jr.,
Western Resources chairman of the board and chief executive officer. "Two
delays are two too many."
Hayes reiterated that it is important for KCPL shareowners to vote AGAINST
the proposed UtiliCorp/KCPL merger on the GOLD proxy card. Hayes said a vote
AGAINST by KCPL shareowners will signify to KCPL management that shareowners
are interested in both the short- and long-term benefits the Western
Resources/KCPL merger creates.
"The key issue facing the individual shareowner is still value. Our $31
merger offer,* which we firmly believe is a better value, is also a better
business combination for all concerned. Shareowners must still vote AGAINST
the UtiliCorp proposal to preserve their ability to accept Western Resources'
offer," said Hayes.
"While KCPL management has refused repeatedly to meet with us, it is clear
to us that shareowners are understanding our message of value and our history
of delivering on our projections and promises.
"We look forward to the voting process concluding on August 16 and are
confident that KCPL shareowners will recognize the value the vast majority of
the financial community has associated with our offer," said Hayes.
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 / employee update 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
*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.