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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 21)
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. 21 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)(71) Text of a news release / employee update
issued on August 5, 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 6, 1996 By /s/ JERRY D. COURINGTON
Jerry D. Courington,
Controller
INDEX TO EXHIBITS
Sequentially
Numbered
Exhibit No. Description Pages
(a)(71) Text of a news release / employee update
issued on August 5, 1996 2
Exhibit No. (a)(71)
The following news release / employee update was issued on August 5, 1996.
KCPL DENIED APPEAL,
AGAIN POSTPONES SHAREOWNER VOTE
SHAREOWNERS URGED TO VOTE
AGAINST UTILICORP/KCPL PROPOSAL
TOPEKA, Kansas, August 5, 1996 -- Western Resources officials this
afternoon responded to Kansas City Power & Light Company's (KCPL) latest
announcement that it is postponing its August 7 special meeting for
shareowners.
This is the second time KCPL has delayed a scheduled shareowner vote
regarding its UtiliCorp/KCPL merger proposal. The first delay occurred on May
20.
"It's important that KCPL shareowners be advised of the impact of these
recent court decisions, which could affect the completion of a UtiliCorp/KCPL
transaction," said John E. Hayes, Jr., Western Resources chairman of the board
and chief executive officer.
"At the same time, we would hope that the voting process would move forward
as promptly as possible. We believe shareowners are ready for their votes to
be tabulated and announced," he said.
In a related announcement, Western Resources said Senior U.S. District
Judge Scott O. Wright this morning denied a request by KCPL for permission for
an immediate appeal of the court's Friday order requiring a two-thirds
affirmative vote of all outstanding shares for its proposed merger with
UtiliCorp.
KCPL had speculated in a public statement on Friday it expected an
expedited review of the court order from the U.S. Court of Appeals for the
Eighth Circuit in St. Louis.
Western Resources said that this morning's court decision is yet another
obstacle for KCPL in its attempt to merge with UtiliCorp. "Once again, KCPL
has experienced a major setback in its merger attempt with UtiliCorp," said
Hayes.
On July 26, Western Resources reached a settlement agreement with the
Kansas Corporation Commission (KCC) staff in its rate case. The agreement
supported Western Resources' projected earnings calculations for a Western
Resources/KCPL merged company and required no change in Western Resources'
post-merger forecast of earnings and dividends as detailed in its exchange
material. KCPL had said the uncertainty of the rate case had influenced its
decision to rebuff the Western Resources offer.
Another defeat for KCPL occurred July 31 when Institutional Shareholder
Services (ISS), one of the most widely followed independent organizations
specializing in proxy analysis, recommended to its clients a vote AGAINST the
proposed UtiliCorp/KCPL merger.
Western Resources continued to encourage KCPL shareowners to vote AGAINST
the UtiliCorp/KCPL proposal on the GOLD proxy cards.
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.