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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 39)
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. 39 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)(109) Employee Update issued on October 3, 1996.
(a)(110) Letter sent to a Western Resources shareholder on or about
October 3, 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 October 3, 1996 By /s/ JERRY D. COURINGTON
Jerry D. Courington,
Controller
INDEX TO EXHIBITS
Sequentially
Numbered
Exhibit No. Description Pages
(a)(109) Employee Update issued on 1
October 3, 1996.
(a)(110) Letter sent to a Western Resources 1
shareholder on or about October 3, 1996.
Exhibit No. (a)(109)
The following employee update was issued:
October 3, 1996
Employees are encouraged to call Starline with questions or
comments about the proposed merger with KCPL or other
company issues. You may call the Starline by dialing
1-800-621-4282 or, from your work location, call
913-575-8180. Please leave your name and location for the
fastest reply. The following questions with answers are a
compilation of those received recently:
Q1. What do we mean when we ask KCPL shareowners to "tender"
their shares to us?
A1. It means the KCPL shareowners, as owners of KCPL stock,
accept Western Resources' offer to exchange their stock for
our stock at the exchange rate we have offered.* The final
conversion of KCPL shares to Western Resources stock will
occur when all necessary steps for the Western
Resources/KCPL offer have been completed, which we
anticipate will happen in 1997.
KCPL shareowners will still receive KCPL dividends from
their shares and can still vote their shares until the
actual exchange takes place, at which time they will begin
receiving the Western Resources dividend.
It is our hope that a strong response to our tender
offer, coupled with the recent defeat of the UtiliCorp
proposal, will bring the KCPL board to the table where, for
the first time, we can present our business plan for a
merged company.
Q2. If we are talking about completing the offer next year,
why have we set October 25 as the expiration date for the
tender offer?
A2. The October 25 date is the preliminary expiration date
for the tender offer. We hope that a strong showing in the
tendering process will influence the KCPL board to discuss a
merger with us.
Q3. What percentage of KCPL's outstanding shares does
Western Resources need to make the merger work?
A3. We believe that if a majority of shares are tendered, we
can successfully begin the process of merging the two
companies. With a majority of shares tendered, we believe the
KCPL board should honor the wishes of its shareowners and
begin working out a friendly merger. If the KCPL board still
does not act positively on our offer, KCPL shareowners have
the power to elect a new board, who support a Western
Resources/KCPL combination.
Q4. What will Western Resources' financial condition be like
if the transaction goes through?
A4. Our adjoining service area, shared customer base, and $2
billion in shared assets all combine to make a large amount
of savings real and achievable if Western Resources and KCPL
successfully merge. Based on our projections, our
debt-to-equity ratio will remain within industry standards.
It is also notable that Wall Street experts and
institutional investors, who have reviewed our post-merger
financial picture in detail, overwhelmingly supported
Western Resources in the UtiliCorp/KCPL vote. Western
Resources has a track record of making a major merger work
to add financial strength to the company. By keeping its
promises on financial projections (including savings),
customer rebates and no layoffs in the merger with KGE in
1992, Western Resources emerged with greater financial
strength.
This 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.
* 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.
Exhibit No. (a)(110)
The following letter was sent to a Western Resources shareholder on or about
October 3, 1996:
John E. Hayes. Jr.
Chairman of the Board and
Chief Executive Officer
October 3, 1996
Addressee
Dear Addressee,
Thank you for your recent letter regarding our proposed merger with
Kansas City Power & Light. I am pleased that you understand our offer and the
benefits a Western Resources/KCPL merger provides.
KCPL is, we believe, a high quality company similar to ours in its
dedication to customer service and managing for the new, competitive
environment over the long term. Although our success does not hinge on the
outcome of this merger, we believe a Western Resources/KCPL combination would
be the most beneficial to shareowners, customers and employees. Based on the
September 12 vote count, it appears that KCPL shareowners also recognize the
many benefits. In light of this, we continue to urge KCPL shareowners to
tender their shares for Western Resources shares and to make this combination
a reality.
Again, thank you for sharing your comments.
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.