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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 51)
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.51 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)(133) Advertisement issued on October 28, 1996.
(a)(134) Letter to area branch managers and brokers.
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 29, 1996 By /s/ JERRY D. COURINGTON
Jerry D. Courington,
Controller
INDEX TO EXHIBITS
Sequentially
Numbered
Exhibit No. Description Pages
(a)(133) Advertisement issued on October 28, 1996 1
(a)(134) Letter to area branch managers and brokers 2
Exhibit No. (a)(133)
The following advertisement was issued on October 28, 1996:
THANK YOU KCPL SHAREOWNERS
27 MILLION KCPL SHARES ALREADY TENDERED.
What does this mean to you?
1. This means by tendering nearly 44 percent of all KCPL shares to Western
Resources so far, KCPL shareowners are calling on the board to make this
a friendly merger now.
2. This means you have nothing to lose by tendering your KCPL shares to
Western Resources and everything to gain. Harris Trust will serve as the
"safety deposit box" for your shares until we are ready to buy your
shares in late 1997. Until then, we can arrange for you to get your
shares back quickly if you need them for any reason. All KCPL dividends
will continue to come to you. Voting rights remain yours.
3. This means when you tender your KCPL shares it helps us create a
stronger company with greater value for you-short term and long term.
We are extending our expiration date to November 15, 1996, to give more KCPL
shareowners the opportunity to tell the KCPL board now that they support the
Western Resources' offer* of $31 and a projected $2.00-$2.35 dividend per KCPL
share.
To tender your shares by November 15, 1996, call your broker or call toll-free
1-800-223-2064.
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Western Resources
* 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. Western Resources' exchange of KCPL shares
pursuant to its offer is subject to certain conditions which Western Resources
anticipates will be satisfied by the end of 1997.
This advertisement 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)(134)
The following letter was mailed to branch managers and brokers on or about
October 29, 1996:
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Western Resources
Attention Branch Managers and Brokers:
44% AND COUNTING
WESTERN RESOURCES IS CLOSING IN ON 50% OF ALL KCPL SHARES TENDERED.
EXCHANGE OFFER DEADLINE EXTENDED
New expiration date and time:
5 p.m. EST, Friday, November 15th, 1996
Remember:
* Shares MUST be received BEFORE the 50% threshold is met in order for you to be
eligible for the initial solicitation fee.
IN CASE YOU MISSED IT:
Details of Soliciting Dealer Fee:
If a KCPL shareowner designates you as a soliciting dealer, Western Resources
will pay you a fee of up to $0.25/share for each KCPL share properly tendered
and not withdrawn, up to a maximum of $500, per shareholder, with half paid
when we reach a majority of shares tendered at our expiration date and the
other half paid upon an announcement of an agreement with KCPL.
Our exchange offer is in full swing.
You can help by reminding KCPL shareholders of:
1) Western Resources' offer of a $31 price per KCPL share.
2) Western Resources' offer of a $2.00-$2.35 dividend per KCPL share--up to a
45% increase over KCPL's current dividend.*
The time to act is now.
KCPL shareholders need to know that:
1) If Western Resources' offer is not accepted, they run the risk of their KCPL
share value dropping. In fact, the last closing price for KCPL stock before
Western Resources' offer was just
$23 7/8.
2) By tendering their shares to Western Resources, they can take advantage of
Western's offer of $31 per share and a projected dividend increase of up to 45
percent over the current KCPL dividend.
There is still just one offer on the table, the Western Resources offer. Your
time to take advantage of the full solicitation fee is running out. We greatly
appreciate your efforts to assist us.
Contact our Information Agent,
Georgeson and Company, Inc. to verify that your firm
is already a soliciting dealer:
1-800-223-2064
* 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.
Please note: Other terms and conditions apply to the Soliciting Dealer fee,
including the requirement that shares tendered must remain tendered through the
expiration date and the date that an agreement is reached with KCPL for the fees
to be paid. Federal securities laws require that Soliciting Dealer fees be paid
only to eligible broker/dealers and prohibit the payment of any such fees to
tendering shareholders or for shares tendered for the account of
broker/dealers. In order to obtain this fee, the Soliciting Dealers may not
charge KCPL shareholders any fees in connection with assisting shareholders
in tendering their shares.
In order to ensure the Soliciting Dealer fee, shareholders need only to write in
the name Soliciting Dealer on their tender materials before returning them.
They need not open an account with the Soliciting Dealer.
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Western Resources
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.