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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 8)
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. 8 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)(33) Earnings release issued on July 23, 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 July 23, 1996 By /s/ JERRY D. COURINGTON
Jerry D. Courington,
Controller
INDEX TO EXHIBITS
Sequentially
Numbered
Exhibit No. Description Pages
(a)(33) Earnings release issued on July 23, 1996.
Exhibit No. (a)(33)
WESTERN RESOURCES REPORTS MAJOR JUMP IN EARNINGS
WHOLESALE ELECTRIC REVENUES LEAD THE WAY
TOPEKA, Kansas, July 23, 1996 -- Spurred by a 56 percent increase in
wholesale electricity sales, Western Resources today announced a 33 percent
increase in earnings per share of common stock compared to the same quarter
one year ago.
"This increase is another validation of our strategy to maintain Western
Resources as a strong regional utility as we continue expanding into new
unregulated areas. While the core residential, commercial and industrial
electric sales were up due to the weather in our service area, it is most
satisfying to see the growth in our wholesale business, developing our
position as the leading wholesaler of electricity in this region," said
John E. Hayes, Jr., chairman and chief executive officer.
Earnings were $0.40 per share, which is up from the $0.30 per share recorded
during the second quarter of 1995. Net income year-to-date is up 16 percent
compared to last year.
Operating income for the second quarter of 1996 was $59,020,000. Operating
revenues for the second quarter 1996 were $436,121,000, up 17 percent from the
second quarter of last year.
Total electric sales for April through June of 1996 grew 19 percent compared
to last year. Residential sales were up 20 percent, commercial sales were up
9 percent and industrial sales were up 3 percent for the second quarter.
Wholesale electricity sales to other utilities, electric cooperatives and
municipalities were up 534.4 million kilowatt-hours, or 56 percent ahead of
last year's second quarter sales volumes. "Our results reflect more than the
warm weather. They reflect a successful cost containment program and savings
through early retirement programs implemented last year. They reflect the
success of Western Resources management and vision as the utility marketplace
continues to change," said Hayes.
Western Resources (NYSE:WR) is a diversified energy company. Its utilities,
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.
Quarter Ended June 30, Twelve Months Ended June 30,
1996 1995 1996 1995
1. Operating Revenues $436,121,000 $372,295,000 $1,812,983,000 $1,640,188,000
2. Net Income $28,746,000 $21,716,000 $191,920,000 $154,358,000
3. Earnings Applicable
to Common Stock $25,392,000 $18,362,000 $178,501,000 $140,940,000
4. Average Common Shares
Outstanding 63,465,666 61,885,556 62,903,857 61,716,449
5. Earnings per Average
Common Share Outstanding $0.40 $0.30 $2.84 $2.28
6. Net Utility Plant
(after depreciation) $4,348,305,000 $4,319,335,000
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.