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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 14)
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. 14 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)(50) Text of a press release / employee update
(a)(51) Letter to a KCPL shareholder
(a)(52) Letter to a KCPL shareholder
(a)(53) Text of an advertisement
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 30, 1996 By /s/ JERRY D. COURINGTON
Jerry D. Courington,
Controller
INDEX TO EXHIBITS
Sequentially
Numbered
Exhibit No. Description Pages
(a)(50) Text of a press release / employee update 2
(a)(51) Letter to a KCPL shareholder 1
(a)(52) Letter to a KCPL shareholder 1
(a)(53) Text of an advertisement 1
Exhibit No. (a)(50)
The following press release / employee update was issued on July 29, 1996:
WESTERN RESOURCES FILES TESTIMONY WITH
KANSAS AND MISSOURI UTILITY COMMISSIONS SUPPORTING
MERGE
TESTIMONY REINFORCES VALUE OF WESTERN'S OFFER
Topeka, Kansas, July 29, 1996 -- On the heels of reaching a settlement with
the Kansas Corporation Commission staff in its rate reduction package for
customers, Western Resources today filed testimony with the KCC and the
Missouri Public Service Commission supporting its exchange offer to KCPL
shareowners.
The testimony accelerates the momentum Western Resources has achieved in
its pursuit of a KCPL merger and reinforces the value such a merger would have
for customers, shareowners, employees, and those communities served by both
companies in Kansas and Missouri. The company anticipates a decision from the
PSC following hearings scheduled to begin January 6, 1997. Hearings on the
company's merger offer before the KCC have been requested to begin December 9,
1996.
"We are convinced that a Western Resources/KCPL merger is the best value
for all concerned," said John E. Hayes, Jr., Western Resources chairman of the
board and chief executive officer. "KCPL is a perfect fit with our core
utility business and it further enhances our position as a significant
national and regional competitor. It is clear this merger complements our
business plan," Hayes continued.
Overlapping service areas, more than $2 billion in shared generating plant
assets, and similar operations mean savings advantages for shareowners and
customers alike.
These filings begin, in earnest, the process of examining the tangible
merits of our merger offer and bringing closure to this process with two of
the foremost regulatory bodies involved, Hayes said.
In contrast, UtiliCorp must secure approval from the utility regulatory
bodies of seven states and three foreign countries.
"Solid reputations for high quality and efficient service to customers, the
opportunity for savings and the ability to position our companies to meet the
changes coming to our industry make this combination the right thing to
do," Hayes said. "We are happy the process is continuing."
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 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.
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)(51)
The following letter was sent to a KCPL shareholder on July 29, 1996:
July 29, 1996
Addressee
Dear Addressee,
Thank you for forwarding to me a copy of your letter to Mr. Jennings.
I appreciate your support for our effort to merge with Kansas City Power
& Light. We believe our offer is financially superior to the UtiliCorp offer
and one which will benefit shareowners, customers, employees and the
communities we serve.
We look forward to working with you as a KCPL shareowner for a
successful combination of these companies.
Sincerely,
/s/ John E. Hayes, Jr.
John E. Hayes, Jr.
Chairman of the Board and
Chief Executive Officer
Western Resources, Inc.
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.
Exhibit No. (a)(52)
The following letter was sent to a KCPL shareholder on July 30, 1996:
Addressee
Dear Addressee,
Thank you for forwarding to me a copy of your letter to Mr. Jennings
concerning our offer to merge with Kansas City Power & Light.
I agree with your comments that it is interesting that two out of the
three issues KCPL shareowners are voting on concern management compensation.
In fact, as you may have seen, Kansas City Power & Light has asked you to
approve an executive stock plan which sets aside more than $240 million worth
of stock for senior executives based on the July 18, 1996, KCPL closing stock
price. A senior executive can get up to $16 million worth (600,000 shares) of
stock per year. In addition, they are asking for an executive bonus plan that
allows cash bonuses to senior executives of up to $3 million, per person, per
year.
Our offer to merge with KCPL is one we believe is financially superior
to the UtiliCorp proposal and one which will benefit shareowners, customers,
employees and the communities we serve. We would envision forming merger
teams of employees and executives to develop a plan for the combined company
as we did in our merger with KGE. Following that bottom up review, the new
company would be staffed by the significant talents of both companies,
regardless of which company they currently work for.
We look forward to working with the KCPL employees for a successful
combination and look forward to working with you as well.
Sincerely,
/s/ John E. Hayes, Jr.
John E. Hayes, Jr.
Chairman of the Board and
Chief Executive Officer
Western Resources, Inc.
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.
Exhibit No. (a)(53)
The following advertisement will be used in newspapers:
ATTENTION KCPL SHAREHOLDERS
WE DON'T QUARREL
WITH KCPL'S ABILITY
TO CREATE VALUE...
IT'S UTILICORP YOU
NEED TO WORRY ABOUT.
CUMULATIVE TOTAL RETURN FOR SHAREOWNERS 1991-1995
BAR GRAPH
KCPL 107% Western Resources 121% UtiliCorp 94%
WESTERN RESOURCES OFFER*
Dividend per KCPL share: $2.00 - $2.35
Price per KCPL share: $31.00
We believe the only "value" the UtiliCorp/KCPL merger proposal creates is big
bonuses to KCPL executives.
NO MORE EXCUSES. THE CHOICE IS CLEAR. CHOOSE VALUE. CHOOSE WESTERN
RESOURCES.
Vote AGAINST the Proposed Merger with UtiliCorp on the GOLD Proxy Card.
Western Resources
[Logo]
IF YOU HAVE ANY QUESTIONS ON OUR OFFER, CALL GEORGESON & COMPANY, ASSISTING US
AT 1-800-223-2064, OR ACCESS OUR WEB SITE AT http://www.wstnres.com.
*Dividend per KCPL share is based upon Western Resources' projected post-merger
1998 annual dividend rate of $2.14 per share of Western Resources common
stock 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 advertisement 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.