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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 1)
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. 1 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)(12) Text of press release dated July 9, 1996.
(a)(13) Text of a letter to a KCPL shareholder dated July 9, 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 10, 1996 By /s/ JERRY D. COURINGTON
Jerry D. Courington,
Controller
INDEX TO EXHIBITS
Sequentially
Numbered
Exhibit No. Description Pages
(a)(12) Text of press release dated July 9, 1996. 1
(a)(13) Text of a letter to a KCPL shareholder
dated July 9, 1996 1
Exhibit No. (a)(12)
The following press release and employee update was issued on July 9, 1996:
WESTERN RESOURCES CONTINUES ITS OFFER TO KCPL SHAREOWNERS
DESPITE KCPL MANAGEMENT RHETORIC
TOPEKA, Kansas, July 9, 1996 -- Responding today to a statement by Kansas City
Power & Light management, John E. Hayes, Jr., Western Resources chairman of
the board and chief executive officer, reaffirmed his company's commitment to
present the facts to KCPL shareowners through the exchange materials being
mailed this week.
"KCPL's response is the same, tired rhetoric," said Hayes. "There is
absolutely nothing new in their response and they continue to impose on KCPL
shareowners management's one-sided, subjective point of view. While that is
unfortunate, it seems to be a consistent theme.
"Management continues to ignore what we believe is the better offer through
their words and actions. Their continued refusal to sit down with us to
discuss the details leaves us no alternative but to take our offer directly to
the decision makers of the company. We're continuing our exchange process,
which is in full motion," said Hayes.
"We encourage KCPL shareowners to vote AGAINST the UtiliCorp proposal, review
the details of the exchange material they are receiving in the mail, and begin
the process of tendering their KCPL shares to us to bring together the better
combination for shareowner value. We look forward to a successful resolution
to this issue, a resolution offering the best value for shareowners today and
tomorrow."
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 Business Services, Westar Consumer
Services, 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 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)(13)
The following letter was sent to a KCPL shareholder on July 9, 1996 in
response to his questions. The same letter may be used to respond to future
KCPL shareholders if their questions are the same.
July 9, 1996
Addressee
Dear Addressee,
Thank you very much for your recent letter concerning our offer to merge with
Kansas City Power and Light.
As I indicated in my recent letter to Western Resources shareowners, we have
reviewed this situation very carefully and feel there are significant
opportunities for the future of your company. That is the reason we have
continued to pursue this. If we felt that this merger would in any way
jeopardize the value of your investment, we would not be pursuing this
opportunity.
I appreciate your comments and concerns and hope you will feel free to
continue to write in the future.
Sincerely,
John E. Hayes, Jr.
Chairman of the Board and
Chief Executive Officer
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.