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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 35)
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. 35 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)(97) Text of a news release and employee update issued on September 17,
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 September 18, 1996 By /s/ JERRY D. COURINGTON
Jerry D. Courington,
Controller
INDEX TO EXHIBITS
Sequentially
Numbered
Exhibit No. Description Pages
(a)(97) Text of a news release and employee update
issued on September 17, 1996 1
Exhibit No. (a)(97)
The following news release and employee update were issued on September 17,
1996:
FINAL VOTE ANNOUNCED,
UTILICORP PROPOSAL CLEARLY DEFEATED
ONLY 38 PERCENT OF KCPL SHAREOWNERS
VOTE FOR UTILICORP/KCPL MERGER
TOPEKA, Kansas, September 17, 1996 -- The 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 special meeting, yesterday released its 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 the total shares
outstanding.
Of the 61.9 million KCPL shares outstanding, only 23.5 million (or
about 38 percent) voted for the UtiliCorp/KCPL proposal. A two-thirds
vote in favor of the UtiliCorp proposal was needed to approve the
merger. And of those voting at the August 16 meeting, less than 46
percent voted in favor of a UtiliCorp/KCPL merger. KCPL had contended
in a court case that it could proceed if only 50 percent of those
voting were in favor of UtiliCorp.
"We are extremely pleased with the result of the review by
Corporation Trust. KCPL shareowners have sent a strong message to
KCPL's senior management and board and now have the certified and
final voting results before them," said John E. Hayes, Jr., Western
Resources chairman of the board and chief executive officer. "As we
have previously said, we will continue our course to bring Western
Resources and KCPL together so that the KCPL shareowners can acquire
the outstanding value we believe the Western Resources' offer
provides."
Hayes said that KCPL shareowners who tender their KCPL shares for
$31 worth of Western Resources shares* will continue to have KCPL
voting rights and be paid the KCPL dividend until the exchange is
completed and shareowners begin receiving the higher projected Western
Resources dividend.
Western Resources' exchange offer for KCPL is set to expire at 5
p.m. EDT October 25, 1996, unless extended by the company.
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, 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/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.
*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.