View:
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 20)
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. 20 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)(68) Text of an advertisement.
(a)(69) Mailgram to KCPL shareholders.
(a)(70) Letter to KCPL retirees.
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 August 5, 1996 By /s/ JERRY D. COURINGTON
Jerry D. Courington,
Controller
INDEX TO EXHIBITS
Sequentially
Numbered
Exhibit No. Description Pages
(a)(68) Text of an advertisement. 1
(a)(69) Mailgram to KCPL shareholders. 1
(a)(70) Letter to KCPL retirees. 1
Exhibit No. (a)(68)
The following advertisement was used beginning August 4, 1996:
ATTENTION KCPL SHAREOWNERS
HIGHLY RESPECTED
INDEPENDENT
INVESTMENT EXPERT
RECOMMENDS
AGAINST UTILICORP
MERGER.
LATE BREAKING NEWS LATE BREAKING NEWS LATE BREAKING NEWS
Independent Shareholder Services (ISS), one of the most widely followed
independent organizations specializing in shareholder voting analysis, has
recommended a VOTE AGAINST the proposed merger of UtiliCorp (UCU) and Kansas
City Power & Light Company(KCPL). As stated in the ISS Report:
"At this time, Western's deal is superior. (KCPL) shareholders are being
asked to approve the KCPL/UCU transaction despite the fact that there is an
offer on the table from a larger, financially stronger company (Western
Resources) that is worth approximately 20 percent more."*
"Our recommendation is grounded in the belief that it is the duty of the
(KCPL) board to maximize value for KCPL shareholders and to fairly consider
all offers, including those that are unsolicited."
Here's what ISS had to say about the recent rate agreement between Western
Resources and the Kansas Corporation Commission staff:
"These numbers are consistent with the rate decreases projected in Western's
proxy materials."
WESTERN RESOURCES' OFFER**
Dividend per KCPL share: $2.00 - $2.35
Price per KCPL share: $31.00
We believe when KCPL's excuses are stripped away, all that's left is KCPL
executives' desire for the big bonuses UtiliCorp's proposal is offering them.
THE CHOICE IS CLEAR. CHOOSE WESTERN RESOURCES. MAKE YOUR LAST VOTE COUNT.
Vote AGAINST the Proposed Merger with UtiliCorp on the GOLD Proxy Card.
[logo]
Western Resources
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.
*Emphasis added
**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 not 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)(69)
The following mailgram was sent to KCPL shareholders on or about August 3,
1996:
WESTERN UNION MAILGRAM
Addressee
August 2, 1996
Dear KCPL Shareowner:
I am delighted to report a major victory for KCPL shareowners.
Today, the Federal Court in Kansas City, Missouri, ruled against KCPL's
attempt to reduce the vote required for approval of the proposed UtiliCorp
transaction. In its decision, the Court found that this attempt by KCPL
resulted in "the destruction of the KCPL shareholders' right to vote and their
appraisal rights."
After facing certain defeat of the UtiliCorp proposal at their annual meeting,
KCPL withdrew that proposal at the last minute and attempted to restructure
the transaction to avoid the two-thirds voting requirement for mergers that
exists for the protection of shareowners. Under their now discredited
structure, the current UtiliCorp proposal could have been approved by a small
minority of KCPL's outstanding shares. At the same time, KCPL tried to
eliminate your appraisal rights to seek fair value under Missouri law. The
court's decision restores to KCPL's shareowners these fundamental rights.
KCPL is still trying to take away your rights! Now more than ever, we believe
it is extremely important that you send a message to KCPL's Board and
management that you are tired of their ignoring your financial interests. You
can send that message by voting AGAINST the UtiliCorp proposal today.
IT'S NOT TOO LATE TO VOTE AGAINST UTILICORP
Since time is short and your vote extremely important, we have established a
method to enable you to vote by toll-free telephone. Please follow the simple
instructions below.
If you need any assistance in the last-minute voting of your shares, please
call Georgeson & Company Inc., toll-free, at 1-800-223-2064.
Thank you for your continued support.
John E. Hayes, Jr.
Chairman of the Board
and Chief Executive Officer
WESTERN RESOURCES, INC.
TOLL-FREE PROXYGRAM OPERATORS
ARE AVAILABLE TO ASSIST YOU NOW!!!
INSTRUCTIONS
1. Call toll-free 1-800-521-8454 between 8:00 a.m. and 12 midnight eastern
time.
2. Tell the operator that you wish to send a collect Proxygram to ID No. 4972,
Western Resources, Inc. in opposition to Kansas City Power & Light Company.
3. State your name, address and telephone number.
4. State the bank or broker at which your shares are held and your control
number as shown below:
Name:
Broker:
Control number:
Number of shares:
PROXY SOLICITED BY WESTERN RESOURCES, INC.
IN OPPOSITION TO THE PROXY SOLICITED BY THE DIRECTORS OF
KANSAS CITY POWER & LIGHT COMPANY
The undersigned, a holder of record of shares of common stock, without par
value (the "Shares"), of Kansas City Power & Light Company, a Missouri
corporation ("KCPL"), at the close of business on June 26, 1996, hereby
appoints John K. Rosenberg, Richard D. Terrill, David C. Wittig and Neil T.
Anderson, or any of them, the proxy or proxies of the undersigned, each with
full power of substitution, to attend the Special Meeting of KCPL Shareholders
on August 7, 1996, and any adjournments, postponements, continuations or
reschedulings thereof, at which holders of Shares will be voting on the
approval of the issuance of Shares necessary to effect the transactions
contemplated by the Amended and Restated Agreement and Plan of Merger, dated
as of January 19, 1996, as amended and restated as of May 20, 1996, by and
among KCPL, UtiliCorp United Inc., a Delaware corporation ("UtiliCorp"), KC
Merger Sub, Inc., a Delaware corporation ("KC Merger Sub"), and KC United
Corp., a Delaware corporation ("KC United"), providing for the merger of
UtiliCorp with and into KC Merger Sub, with UtiliCorp surviving, and the
subsequent merger of UtiliCorp with and into KCPL (the "Proposed
UtiliCorp/KCPL Transaction"), with KCPL surviving (Newco"), and to vote as
specified in this proxy all the Shares which the undersigned would otherwise
be entitled to vote if personally present. The undersigned hereby revokes any
previous proxies with respect to the matters covered in this Proxy.
THE BOARD OF DIRECTORS OF WESTERN RESOURCES, INC. RECOMMENDS A VOTE AGAINST
THE ISSUANCE OF SHARES NECESSARY TO EFFECT THE PROPOSED UTILICORP/KCPL
TRANSACTION. IF RETURNED CARDS ARE SIGNED BUT NOT MARKED, THE UNDERSIGNED
WILL BE DEEMED TO HAVE VOTED AGAINST THE ISSUANCE OF SHARES NECESSARY TO
EFFECT THE PROPOSED UTILICORP/KCPL TRANSACTION AND TO HAVE ABSTAINED ON ALL
OTHER MATTERS.
THE BOARD OF DIRECTORS OF WESTERN RESOURCES, INC. RECOMMENDS A VOTE AGAINST
PROPOSAL 1.
1. Approval of the issuance of shares of KCPL common stock, no par value,
pursuant to the Merger Agreement with UtiliCorp United Inc.
( ) AGAINST ( ) FOR ( ) ABSTAIN
2. Approval of Newco Stock Incentive Plan.
( ) AGAINST ( ) FOR ( ) ABSTAIN
3. Approval of Newco Management Incentive Compensation Plan.
( ) AGAINST ( ) FOR ( ) ABSTAIN
In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournments,
postponements, continuations or reschedulings thereof.
IF YOU HAVE ANY QUESTIONS OR NEED ASSISTANCE, PLEASE CONTACT GEORGESON &
COMPANY INC. AT 1-800-223-2064.
- -----------------------------------------------------------------
This letter is neither an offer to exchange nor a solicitation of an offer to
exchange Shares. The 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 in any
jurisdiction in which the making of the Offer or the acceptance thereof would
not be in compliance with the laws of such jurisdiction. In any jurisdiction
where securities, blue sky or other laws require the Offer to be made by a
licensed broker or dealer, the 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)(70)
The following letter was sent to KCPL retirees:
August 1, 1996
Addressee
Dear Addressee,
John Hayes forwarded to me your letter concerning our offer to merge
with Kansas City Power & Light Company. We appreciate your comments,
especially in the perspective as a retiree from KCPL.
In addressing your first question concerning the impact on retired KCPL
employees, I would encourage you to look at our track record in our 1992
merger with KGE. In that merger, we indicated that retirees would not be
adversely impacted and the record reflects the fact that that has been the
case. That is our plan as well with regard to KCPL retirees.
With regard to the headquarters of the company, we have indicated that
KCPL will remain headquartered in Kansas City and we will also move the
headquarters of one of our unregulated subsidiaries to Kansas City which will
enable us to create more jobs and growth opportunities for KCPL employees.
Because of our long history in Topeka, our plan would be to continue to have
the headquarters of Western Resources in Topeka.
I hope you have had an opportunity to review the information that has
been sent to you. We believe we have an offer that is financially superior
and will be beneficial to shareowners, employees, customers and the
communities that we serve.
Sincerely,
Carl M. Koupal, Jr.
Executive Vice President
and Chief Administrative 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.