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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 42)
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. 42 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)(115) Employee Update and Press Release issued on October 15, 1996.
(a)(116) Letter sent to a KCPL shareholder.
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 15, 1996 By /s/ JERRY D. COURINGTON
Jerry D. Courington,
Controller
INDEX TO EXHIBITS
Sequentially
Numbered
Exhibit No. Description Pages
(a)(115) Employee Update and Press Release 1
issued on October 15, 1996.
(a)(116) Letter sent to a KCPL shareholder. 1
Exhibit No. (a)(115)
The following employee update and press release was issued on October 15,
1996:
KCPL SHAREOWNERS SAY KCPL MANAGEMENT, BOARD
SHOULD TALK TO WESTERN RESOURCES
TOPEKA, Kansas, October 15, 1996 -- An overwhelming majority of
Kansas City Power & Light shareowners say it is time for KCPL
executive management and its board to listen to Western Resources'
merger offer.
In a nationwide survey of more than 500 KCPL shareowners, 68
percent of the shareowners recommended that the KCPL board sit down
and talk face-to-face with Western Resources. To date, KCPL executives
and its board have refused to discuss a proposed merger with Western
Resources.
"As evidenced by the strong shareowner vote against the UtiliCorp
proposal, the KCPL shareowners are ready to move on to the next step.
We are hopeful this level of strong support by KCPL shareowners for a
Western Resources merger will be reflected in the decision of KCPL
executive management and its board. We will continue our exchange
offer, but we believe there are benefits for everyone if this matter
can be concluded promptly and on a friendly basis," said John E.
Hayes, Jr., Western Resources chairman of the board and chief
executive officer.
KCPL shareowners were interviewed by telephone by Fleishman-Hillard
Opinion Research, on behalf of Western Resources, from September 27 to
September 30, 1996. Sampling error is plus or minus five percentage
points.
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/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.
Exhibit No. (a)(116)
The following letter was sent to a KCPL shareholder:
John E. Hayes. Jr.
Chairman of the Board and
Chief Executive Officer
October 15, 1996
Addressee
Dear Addressee,
Thank you for your recent letter concerning our offer to merge with
KCPL.
I recognize that you have received volumes of materials over the last
few months and I appreciate your understanding and patience as we have gone
through this process.
As you undoubtedly are aware, we strongly believe the merger of our two
companies will be of great benefit to shareowners, customers and employees of
both companies. As you may have seen in some recent materials we forwarded to
you, it is now time to bring this merger to a conclusion. We hope you will
tender your shares so that we can now move forward. The fact that you
returned your previous mailings to me indicates that you are ready to move
this to a conclusion, as well. Once you tender your shares, our goal is to
keep communication to you to a minimum. You will still receive the
information that you want to know about the Western Resources/KCPL
combination, but we will significantly limit the mail you receive from us
barring a sudden need to get in touch with you concerning this very important
matter.
Once again, I appreciate your taking time to write to me and hope that
you will maximize the value of your stock by tendering your shares. Thank you
very much for your consideration.
Sincerely,
/s/ John E. Hayes, Jr.
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.