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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 48)
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.48 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)(128) News release issued on October 27, 1996.
(a)(129) Employee update issued on October 27, 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 October 28, 1996 By /s/ JERRY D. COURINGTON
Jerry D. Courington,
Controller
INDEX TO EXHIBITS
Sequentially
Numbered
Exhibit No. Description Pages
(a)(128) News release issued on October 27, 1996 1
(a)(129) Employee update issued on October 27, 1996 1
Exhibit No. (a)(128)
The following news release was issued on October 27, 1996:
WESTERN RESOURCES RECEIVES
44 PERCENT OF KCPL SHARES TENDERED
EXPIRATION EXTENDED TO NOVEMBER 15 AS TENDER OFFER GAINS SPEED
TOPEKA, Kansas, October 27, 1996 (1:30 p.m. CST) -- Western
Resources officials today said the results of their exchange offer,
which was scheduled to expire at 5 p.m. EDT Friday, exceeded their
expectations.
"Recognizing this huge response, we have extended the expiration
date of our exchange offer to 5 p.m. EST November 15, 1996," said John
E. Hayes, Jr., Western Resources chairman of the board and chief
executive officer. "It would be our hope that Kansas City Power &
Light's (KCPL) board would meet with us to bring about a friendly
merger during the next three weeks as we continue to gain support for
our tender offer."
According to Western Resources, KCPL shareowners, by tendering more
than 27.1 million or 44 percent of KCPL outstanding shares, have sent
a powerful message to KCPL's executives and board members in support
of a Western Resources merger and the value it provides.
"With only seven weeks of active tender solicitation, we would have
been pleased with shares tendered in the 35 percent range," said John
E. Hayes, Jr., Western Resources chairman of the board and chief
executive officer. "Clearly, 44 percent of the total shares
outstanding is a strong endorsement
p. 2 - MOMENTUM BUILDS
from KCPL shareowners, and gives us tremendous momentum as we head
toward completing the merger.
Western Resources said it remains hopeful a friendly merger
agreement with the KCPL board can be reached. However, based on the
83.4 percent quorum at KCPL's recent annual shareowner meeting, 44
percent of KCPL shares could elect a majority of the board of
directors next spring, which could then effect a friendly merger.
"There has been more support given to us by KCPL shareowners in the
seven weeks we've focused on the exchange offer than the UtiliCorp
proposal received in the seven months it was before KCPL shareowners,"
said Hayes.
Hayes said KCPL shareowners have expressed surprise and
disappointment regarding KCPL management's refusal to talk with
Western Resources about a merger.
"Shareowners have told us repeatedly they want this merger," said
Hayes. "It is our hope that 44 percent of the company's shares,
speaking with one strong voice, will be the catalyst needed to bring
KCPL's board to the table. We remain ready to begin discussions
immediately."
Hayes said Western Resources is committed to seeing this merger
through to a successful completion. Harris Trust, Western Resources'
exchange agent, will continue to act as a "safe deposit box" for KCPL
tendered shares until all conditions to the offer have been satisfied
or waived. Until the transaction closes, which is expected in the
second half of 1997, KCPL shareowners will continue to own their
tendered shares, retaining all voting rights and receiving their KCPL
dividends.
Western Resources (NYSE: WR) is a full-service, diversified energy
company with total assets of more than $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 unregulated subsidiaries,
Westar Energy, Westar Security, Westar Capital, and The Wing Group, a
full range of energy and 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)(129)
The following employee update was issued on October 27, 1996:
October 27, 1996
WESTERN RESOURCES RECEIVES 44 PERCENT OF KCPL SHARES TENDERED;
EXPIRATION EXTENDED TO NOVEMBER 15 AS TENDER OFFER GAINS SPEED
Western Resources officials today said the results of their
exchange offer, which was scheduled to expire at 5 p.m. EDT
Friday, exceeded their expectations.
"Recognizing this huge response, we have extended the
expiration date of our exchange offer to 5 p.m. EST November 15,
1996," said John E. Hayes, Jr., Western Resources chairman of the
board and chief executive officer. "It would be our hope that
Kansas City Power & Light's (KCPL) board would meet with us to
bring about a friendly merger during the next three weeks as we
continue to gain support for our tender offer."
According to Western Resources, KCPL shareowners, by
tendering more than 27.1 million or 44 percent of KCPL
outstanding shares, have sent a powerful message to KCPL's
executives and board members in support of a Western Resources
merger and the value it provides.
"With only seven weeks of active tender solicitation, we
would have been pleased with shares tendered in the 35 percent
range," said John E. Hayes, Jr., Western Resources chairman of
the board and chief executive officer. "Clearly, 44 percent of
the total shares outstanding is a strong endorsement from KCPL
shareowners, and gives us tremendous momentum as we head toward
completing the merger."
Western Resources said it remains hopeful a friendly merger
agreement with the KCPL board can be reached. However, based on
the 83.4 percent quorum at KCPL's recent annual shareowner
meeting, 44 percent of KCPL shares could elect a majority of the
board of directors next spring, which could then effect a
friendly merger.
"There has been more support given to us by KCPL shareowners
in the seven weeks we've focused on the exchange offer than the
UtiliCorp proposal received in the seven months it was before
KCPL shareowners," said Hayes.
Hayes said KCPL shareowners have expressed surprise and
disappointment regarding KCPL management's refusal to talk with
Western Resources about a merger.
"Shareowners have told us repeatedly they want this merger,"
said Hayes. "It is our hope that 44 percent of the company's
shares, speaking with one strong voice, will be the catalyst
needed to bring KCPL's board to the table. We remain ready to
begin discussions immediately."
Hayes said Western Resources is committed to seeing this
merger through to a successful completion. Harris Trust, Western
Resources' exchange agent, will continue to act as a "safe deposit
box" for KCPL tendered shares until all conditions to the offer
have been satisfied or waived. Until the transaction closes, which
is expected in the second half of 1997, KCPL shareowners will
continue to own their tendered shares, retaining all voting rights
and receiving their KCPL dividends.
This 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.