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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 38)
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. 38 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)(106) Press Release/Employee Update issued on October 1, 1996.
(a)(107) Letter to analysts, brokers and financial community issued on
October 1, 1996 by Steven L. Kitchen, Chief Financial Officer of
Western Resources.
(a)(108) Dividend letter issued on October 1, 1996 by John E. Hayes, Jr.,
Chief Executive Officer of Western Resources.
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 1, 1996 By /s/ JERRY D. COURINGTON
Jerry D. Courington,
Controller
INDEX TO EXHIBITS
Sequentially
Numbered
Exhibit No. Description Pages
(a)(106) Press Release/Employee Update 1
Issued on October 1, 1996.
(a)(107) Letter to analysts, brokers and financial 1
community issued on October 1, 1996 by
Steven L. Kitchen, Chief Financial Officer
of Western Resources.
(a)(108) Dividend letter issued on October 1, 1996 1
by John E. Hayes, Jr., Chief Executive
Officer of Western Resources.
Exhibit No. (a)(106)
The following press release/employee update was issued on October 1, 1996:
WESTERN RESOURCES' EXCHANGE PICKS UP STEAM; KCPL SHAREOWNERS
RECEIVE "EASY-TO-UNDERSTAND" EXCHANGE INFORMATION
The tempo quickened today as Western Resources provided
KCPL shareowners an "easy-to-understand" information booklet
that will help shareowners tender their shares for Western
Resources stock.
The booklet gives KCPL shareowners information
explaining the advantages of the tender offer and answers
questions shareowners may have on the process. It also
provides KCPL shareowners with step-by-step instructions to
help make the tender process easy.
"Many KCPL shareowners have told us they want KCPL well
positioned to be a competitor in the changing energy
environment," said John E. Hayes, Jr., Western Resources
chairman of the board and chief executive officer. "The
combination we offer provides the enhanced value and vision
that will do that. It is time to act decisively to bring this
process to a successful conclusion."
Western Resources' offer to KCPL shareowners is to
receive $31 of Western Resources common stock in exchange
for each KCPL common share, as well as a projected dividend
increase that is up to 45 percent greater than KCPL's
current dividend.*
KCPL shareowners who tender their shares retain all the
rights associated with their stock. Western Resources, and
its agent Harris Trust, will act as a "safety deposit box"
and will hold the shares tendered until the offer is
completed. The transaction is expected to be completed in
1997.
"KCPL shareowners convincingly rejected the UtiliCorp
proposal," Hayes said. "Now a strong response by KCPL
shareowners to our tender offer will further demonstrate to
the KCPL board of directors that shareowners want the offer
we have on the table."
Hayes also said that once shares are tendered, Western
Resources' goal is to keep communication to KCPL shareowners
to a minimum.
"We still will keep KCPL shareowners informed of
merger-related developments, but we will significantly limit
the mail they receive about the offer, and barring a sudden
need to get in touch with shareowners, we will not call
shareowners after their shares are tendered."
According to Hayes, once a majority of shares are
tendered by KCPL shareowners, the process of merging the two
companies can begin. Hopefully, the KCPL board will honor
the wishes of the owners and begin discussing a friendly
merger.
Western Resources' exchange offer expires at 5 p.m.,
EDT, Friday, October 25, 1996.
* 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.
This Press 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)(107)
MEMORANDUM
TO: Analysts, Brokers, Financial Community
FROM: Steven L. Kitchen, Western Resources, Chief Financial Officer
DATE: October 1, 1996
RE: SOLICITING DEALER FEE
WESTERN RESOURCES REMAINS COMMITTED TO KCPL MERGER
The facts speak for themselves:
On September 17, 1996, Corporation Trust Company, the independent,
third-party company hired by the Kansas City Power & Light Company (KCPL) to
count votes cast by KCPL shareowners at the KCPL August 16 shareowner meeting,
announced their final report.
In its final, certified vote count, Corporation Trust reported that
there were 51.2 million shares of KCPL common stock represented at the August
16 shareowner meeting, or 82.86 percent of total shares outstanding.
Of the 61.9 million KCPL shares outstanding, only 23.5 million -- or 38
percent -- voted for the UtiliCorp/KCPL proposal. A two-thirds vote in favor
of the UtiliCorp proposal was needed to approve the merger.
On September 18, 1996, UtiliCorp and KCPL officially terminated their
merger agreement.
There is now only one offer on the table, the Western Resources offer,
which we believe always has had better value for shareowners with $31 of
Western Resources common stock for each KCPL common stock share and a
projected dividend increase that is up to 45 percent greater than KCPL's
current dividend.*
What's next? The exchange process goes forward with full force.
SHAREOWNER MAILING IN PROCESS
KCPL shareowners in the next few days will receive an informational
packet from Western Resources. The information is easy-to-understand and takes
shareowners through the exchange process step by step.
As a member of the financial community watching this transaction
continue on its successful course, we thought you would be interested in the
soliciting dealer fee developed to assist shareowners with the exchange
process.
SOLICITING DEALER FEE DETAILS OUTLINED
It is extremely important to us that KCPL shareowners receive our
exchange materials expeditiously and have the opportunity to complete the
tender as easily and as early as possible.
Therefore, we have arranged for Soliciting Dealers to be available to
assist shareowners by answering questions, completing forms, and tendering
their KCPL shares. There are two phases in which this fee will be paid to
Soliciting Dealers:
Phase I
Should a KCPL shareowner designate a Soliciting Dealer, Western
Resources will pay the Soliciting Dealer, when a majority of shares tendered
have been tendered by our expiration date, a fee of $0.125 per share for each
KCPL share tendered, up to a maximum of $250 per shareowner.
Phase II
At the close of the Western Resources/KCPL transaction, expected in
1997, the Soliciting Dealer will receive another $0.125 per share for KCPL
share tendered, up to an additional maximum of $250 per shareowner.
Other terms and conditions apply to the Soliciting Dealer fee, including
the requirement that shares tendered must remain tendered through the
expiration date 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 shareowners. In order to obtain this
fee, the Soliciting Dealers may not charge KCPL shareowners any fee in
connection with assisting shareowners in tendering their KCPL shares.
EXCHANGE PROCESS IN FULL SWING
We continue to gain momentum as our exchange offer to KCPL gains
strength.
OUR EXCHANGE OFFER IS SET TO EXPIRE AT 5 P.M., EDT, FRIDAY, OCTOBER, 25,
1996.
We greatly appreciate your efforts to assist us.
We encourage all brokerage firms interested in becoming Soliciting
Dealers to contact our Information Agent, Georgeson & Company Inc. at
1-800-223-2064 for the appropriate contracts to be completed to qualify
Soliciting Dealers.
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 memorandum 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.
* 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.
Exhibit No. (a)(108)
John E. Hayes, Jr.
Chairman of the Board and
Chief Executive Officer
October 1, 1996
Dear Shareowner,
Substantial earnings growth, our continuing plans to acquire the Kansas
City Power & Light Company (KCPL) and the acquisition of another security firm
all distinguished the second quarter of 1996 as one of progress for your
company.
Earnings per share for the second quarter of 1996 posted a 33 percent
gain, compared to the same quarter in 1995. Earnings were $.40 per share, up
from the $.30 per share recorded during the second quarter of 1995. The
increase was the result of revenues from electricity sales during the early
summer months and the steady growth of the company's wholesale electric sales
business.
The dividend remained consistent at 51 1/2 cents a share for the third
quarter. The indicated annual dividend rate remains on track at $2.06 per
share, four cents higher than the 1995 dividend.
In the second quarter, we began mailing to the shareowners of KCPL our
offer for a tax-free exchange of their KCPL common stock for Western Resources
common stock.
More and more groups and individuals following this transaction are
validating our belief that a merger with KCPL brings benefits to shareowners
and customers of both companies through a stronger balance sheet and
operational synergies. As always, we will keep you informed of developments on
this portion of our growth strategy, as they evolve.
Also in the second quarter, our interest in the monitored security
services industry broadened through our acquisition of Sentry Protective
Alarms. Through this planned, strategic expansion, we gained offices in Omaha,
Atlanta, Sacramento, and Kansas City, Missouri. Westar Security, one of our
rapidly growing subsidiaries, already has offices in Topeka and Wichita.
Further, with our acquisition of 24 percent of ADT, the nation's largest
provider of security systems, allows us to participate on a national basis
with a widely recognized brand name, while increasing the value of your
Western Resources investment.
We are excited about the future and are making steady progress toward
our vision to be the leading provider of energy and energy-related services,
while providing superior, sustained shareowner value. Thank you for your
continued investment and confidence.
Sincerely,
/s/ John E. Hayes, Jr.
Western Resources, Inc., 818 Kansas Avenue, P.O. Box 889, Topeka, Kansas
66601-0889
Telephone: 1-800-527-2495 / Internet: http://www.wstnres.com
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.