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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 9)
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. 9 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)(34) Advertisment run on July 24, 1996.
(a)(35) Press release issued on July 24, 1996.
(a)(36) Employee update released to Western Resources, Inc. employees.
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 July 24, 1996 By /s/ JERRY D. COURINGTON
Jerry D. Courington,
Controller
INDEX TO EXHIBITS
Sequentially
Numbered
Exhibit No. Description Pages
(a)(34) Advertisment used beginning July 24, 1996. 1
(a)(35) Press release and employee update issued on July 24, 1996. 2
(a)(36) Employee update released to Western Resources, Inc. employees. 2
Exhibit No. (a)(34)
The following advertisment is being used beginning July 24, 1996:
Attention KCPL shareowners. Vote for Value. Vote TODAY!
IT ALL COMES DOWN TO VALUE.
_________________________________________________________________
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.
Vote NO On The GOLD PROXY CARD.
[logo]
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 www.wstnres.com.
* 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 news release 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.
Exhibit No. (a)(35)
The following press release and employee update was issued on July 24, 1996:
WESTERN RESOURCES' GROWTH, STRATEGY
IN SECURITY SERVICES BUSINESS CONTINUES
WESTAR SECURITY BUYS KANSAS CITY SECURITY BUSINESS
TOPEKA, Kansas, July 24, 1996 -- Westar Security, a wholly-owned
subsidiary of Western Resources, today announced its expansion into
the Kansas City security services market. Westar Security's expansion
continues Western Resources' planned strategic growth in the security
services industry.
Already one of the nation's fastest growing security companies,
Westar Security's acquisition of Sentry Protective Alarms will add
Kansas City to Westar's security operations, as well as Sentry's
offices in Omaha, Atlanta and Sacramento. Westar Security presently
has offices in Topeka and Wichita.
This acquisition is consistent with Western Resources' corporate
strategy to become, through its Westar brand name, a national leader
in energy-related home services.
"We have set very specific growth targets, and we pay close attention
to opportunities created by the rapidly changing marketplace," said John
E. Hayes, Jr., Western Resources chairman of the board and chief
executive officer. "Our ties with the retail energy market and our
experience in providing energy services gives us a substantial foundation
to expand our security business. It's a natural fit for us, an extension
of our ability to provide round-the-clock safety, reliability, and
service."
The monitored security business is an emerging growth market in the
United States that is extremely fragmented, Hayes said. This
acquisition brings the total number of Westar Security customers to
approximately 80,000.
"We are excited to be in Kansas City," said Steve Millstein,
president of Westar Security. "This is a good market for us and we
plan on rapidly expanding our customer base and presence."
Late last year, Western Resources acquired Mobilfone Security and
Communications & Signaling Inc., both providing residential and
commercial security services in the Midwest.
"This most recent acquisition strengthens our participation in the
fast-growing monitored security business and supports our growth
strategy to acquire businesses with attractive revenue growth that
functionally relate to our core energy services," Hayes said.
Westar Security is a full-service security company providing
security systems and monitoring to residential and business customers
throughout the U.S.
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 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.
Exhibit No. (a)(36)
The following employee update was released to Western Resources, Inc. employees:
WESTERN RESOURCES' CFO ISSUES MEMO TO THE STREET,
QUESTIONS MAXIM EXECUTIVE COMPENSATION PLAN
Steven L. Kitchen, Western Resources chief financial officer, today
issued a memorandum to the financial community questioning the
compensation plans for Maxim executive management for the proposed
UtiliCorp/KCPL merger.
The memorandum explains to analysts and the financial community in
general that KCPL shareowners are being asked to approve, on their
August 7 shareowner meeting ballot, an executive stock option plan
worth $240 million based on KCPL's closing stock price last Friday.
These shareowners also are being asked to approve a bonus plan worth
up to $2 million per Maxim executive.
"Management isn't just asking shareowners to consider the merger,
but also to approve significant increases in potential compensation for
itself," said Kitchen. "Shareowners certainly have the right to
understand these compensation issues, and we encourage them to contact
us or their brokers if they have questions."
The following is a copy of the memorandum sent earlier today.
MEMORANDUM
TO: Analysts and the Financial Community
FROM: Steven L. Kitchen, Western Resources, Chief Financial
Officer
DATE: July 15, 1996
RE: Maxim Executive Compensation Plans Questioned
KCPL SHAREOWNERS SHOULD KNOW THERE IS MORE THAN ONE ISSUE ON AUGUST 7
UTILICORP/KCPL BALLOT
KCPL shareowners are being asked to decide three issues at their
August 7 special meeting. Only one ballot issue deals directly with
the proposed merger with UtiliCorp. The other two deal solely with
financial compensation for Maxim executive management following the
merger of UtiliCorp and KCPL.
WHAT ARE KCPL SHAREOWNERS REALLY VOTING FOR?
KCPL shareowners are being asked to do the following:
1. Approve a management stock plan, which sets aside more than
$240 million worth of stock in the new merged company (based on KCPL
closing stock price on July 12, 1996) for Maxim executives. That is
approximately 9 million shares of common stock for Maxim executives
(see KCPL S-4 p. 77).
Currently, the KCPL directors and executive officers own less than
one percent of KCPL common stock. Under the plan, individual Maxim
executives could receive as much as $16 million worth (at last Friday's
close) or 600,000 shares per year (see KCPL S-4 p. 77). Based on the
Pro Forma common shares projected to be outstanding following the
proposed UtiliCorp/KCPL merger, this means the directors could award
executive management approximately 8 percent of the new company's
common stock.
2. Approve a management bonus plan that allows short-term cash
bonuses to Maxim executives up to $2 million per person, per year (see
KCPL S-4 p. 77).
JENNINGS' COMPENSATION JUMPS 191%
The employment contract for Mr. Jennings, KCPL chairman of the
board, president, and chief executive officer, is even richer than the
initial $6 million estimate, as much as $8.350 million, plus benefits,
if he leaves KCPL following the UtiliCorp merger for good reason (see
KCPL S-4 F-1 para 1(b) and pg. F-4 para 5(a) 2).
He can simply walk out the door after the third year with $5
million, plus benefits, in his pocket, no questions asked (see KCPL S-4
pg. F-4 para 5(a)(ii).
Mr. Jennings will be eligible, if the UtiliCorp merger is approved,
for annual bonuses of up to at least $1.04 million, making his total
potential compensation of at least $1.67 million annually (see KCPL S-4
p. 19), which would also apply to Mr. Richard C. Green, UtiliCorp
chairman and chief executive officer. That represents a 191 percent
increase -- or almost three times -- for Mr. Jennings' total
compensation for 1995. And, under the terms of the agreement, his
salary can never be reduced.
WHAT DOES THIS MEAN?
It means much of the value projected by the UtiliCorp/KCPL proposal
is earmarked for Maxim executives rather than the owners and customers.
We believe KCPL shareowners should question the motives of the
management-endorsed UtiliCorp proposal and KCPL management's rejection
of the Western Resources $31 stock offer, which we continue to believe
is financially superior.
KCPL shareowners should vote AGAINST the UtiliCorp/KCPL proposal on
the GOLD proxy card and begin the process of tendering their shares to
Western Resources.
We encourage you to contact us if KCPL shareowners have questions or
you wish to pass along comments.
We also encourage you to provide to KCPL shareowners the
1-800-223-2064 telephone number of Georgeson & Company, who is
assisting us, so they can discuss the benefits of our offer.
And finally, we can provide to you a listing of KCPL management and
board addresses and telephone numbers so KCPL shareowners can be heard.
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.