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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 34)
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. 34 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)(96) Text of a news release and employee update issued on September 12,
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 September 12, 1996 By /s/ JERRY D. COURINGTON
Jerry D. Courington,
Controller
INDEX TO EXHIBITS
Sequentially
Numbered
Exhibit No. Description Pages
(a)(96) Text of a news release and employee update
issued on September 12, 1996 1
Exhibit No. (a)(96)
The following news release and employee update were issued on September 12,
1996:
OFFICIAL PRELIMINARY VOTE COUNT SHOWS
ONLY 46.9% OF KCPL SHARES VOTING
FAVOR UTILICORP PROPOSAL
WESTERN RESOURCES SAYS
"OUR OFFER IS THE ONLY OFFER ON THE TABLE NOW"
IN THE WAKE OF STRONG VICTORY
TOPEKA, KANSAS, September 12, 1996 -- Calling it a "decisive
declaration by KCPL shareowners," John E. Hayes, Jr., Western
Resources chairman of the board and chief executive officer, today
thanked KCPL shareowners for their clear rejection of the proposed
UtiliCorp/KCPL merger and support for our offer.
The official preliminary vote count, conducted by The Corporation
Trust Company, Wilmington, Delaware, released today indicated that
only 46.9 percent of KCPL shares voting at the August 16 shareowner
meeting voted for the proposed UtiliCorp/KCPL compared with 53.1
percent voting against or abstained on the proposal.
Corporation Trust advised both KCPL and Western Resources that
there were 50.2 million shares voting, of which only 23.5 million
voted for the UtiliCorp/KCPL merger. An additional 1.2 million shares
were not counted in the 50.2 million shares voting because of
questions or possible proxy irregularities, more than 1 million of
which voted against the UtiliCorp proposal. The Corporation Trust
Company is an independent, third-party company hired by KCPL to count
the votes.
-more-
p. 2 - VICTORY
"The minority voting in favor of the UtiliCorp proposal, which
represents only 38 percent of the shares outstanding, clearly shows us
that KCPL shareowners recognized the greater value in the Western
Resources offer. They demand a better partner to position KCPL for
the new marketplace. That partner is Western Resources," said Hayes.
Hayes noted that the vote against the UtiliCorp proposal was
consistent with the initial vote projections Western Resources
released August 16.
"There is only one offer on the table now, and it is the one that
offers $31 per share and a dividend increase up to 45 percent* over
KCPL's current dividend. The combined company will have a great
Midwestern base, a strong national marketing program, product
diversity, and an international reach -- all encompassed in our vision
to compete in the new energy marketplace.
"Western Resources knows the potential of bringing these two
successful companies together and based on today's vote count, it
appears that KCPL shareowners know that value, too. We would welcome
an opportunity to meet with KCPL management and board of directors to
discuss the merging of our two fine companies," said Hayes.
Hayes said Western Resources would continue on its course to have
KCPL shareowners tender their shares to Western Resources.
"Shareholders told us repeatedly they wanted to wait for the
official vote count to be announced before they would take action on
the tendering of shares. We respected that by previously extending
our preliminary deadline to October 25," said Hayes.
-more-
p. 3 - VICTORY
Hayes said that KCPL shareowners who tender their KCPL shares for
$31 of Western Resources stock will continue to have KCPL voting
rights and be paid the KCPL dividend until the exchange offer is
completed, anticipated to be in 1997 following regulatory approvals.
Western Resources (NYSE:WR) is a full-service, diversified energy
company with total assets of almost $6 billion. 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, a full
range of energy and 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 and employee update are 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 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.