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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 63)
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.63 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)(151) Employee update and press release issued on or about January 15,
1997.
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 January 16, 1997 By /s/ JERRY D. COURINGTON
Jerry D. Courington,
Controller
INDEX TO EXHIBITS
Sequentially
Numbered
Exhibit No. Description Pages
(a)(151) Employee update and press release 1
issued on or about January 15, 1997.
Exhibit No. (a)(151)
The following employee update and press release were issued on or about
January 15, 1997:
January 15, 1997
KCPL, WESTERN RESOURCES CONTINUE WORK TOWARD
AGREEMENT; TENDER OFFER EXTENDED TO FEBRUARY 5
Kansas City Power & Light Company (NYSE:KLT) and Western
Resources, Inc. (NYSE:WR) said today that substantive merger
negotiations are continuing between the two companies.
As a result of the positive dialogue between the companies,
Western Resources is extending the expiration date of its tender
offer to 5 p.m. EST, February 5, 1997, and will continue to
refrain from actively soliciting tenders of KCPL shares.
Although there can be no assurance that any agreement will
result from such negotiations, if a definitive merger agreement
is reached on or prior to February 5, it is Western Resources'
intention to terminate its tender offer at such time and proceed
with the merger.
As of 5 p.m. EST January 15, 1997,30.2 million shares of
KCPL (or approximately 49 percent of the total outstanding
shares) had been tendered to Western Resources.
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.