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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 44)
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. 44 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)(121) Advertisement issued on October 18, 1996.
(a)(122) Postcard sent to KCPL shareholders on or about October 18, 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 18, 1996 By /s/ JERRY D. COURINGTON
Jerry D. Courington,
Controller
INDEX TO EXHIBITS
Sequentially
Numbered
Exhibit No. Description Pages
(a)(121) Advertisement issued on October 18, 1996. 1
(a)(122) Postcard sent to KCPL shareholders. 1
on or about October 18, 1996.
Exhibit No. (a)(121)
The following advertisement was issued on October 18, 1996:
ATTENTION KCPL SHAREOWNERS HERE'S WHY YOU SHOULD TENDER YOUR KCPL SHARES NOW.
Western Resources' Offer*
Dividend per KCPL share: $2.00-$2.35
Price per KCPL share: $31.00
Protect your investment. Act by October 25.
1. A majority of shareowners voting on August 16 rejected KCPL management's
proposal to merge with UtiliCorp. Now, a recent survey from a
nationally respected research firm shows 68 percent of KCPL shareowners
want KCPL to talk with Western Resources about our offer.
2. Here's how you can make that happen. By tendering your shares to
Western Resources by October 25, you can send a dear signal to KCPL
executives and board that you want KCPL to talk with Western Resources
about our offer--the only offer still on the table.
3. Only by tendering your shares to Western Resources can you take
advantage of our offer of $31 per share and a projected increase of up
to 45 percent over KCPL's current dividend.
4. Why wait and run the risk of your KCPL share value dropping? Remember,
the last price for KCPL stock before Western Resources proposed a merger
was just $23 7/8.
5. To tender your shares to Western Resources before our expiration date of
October 25, you can use the form mailed to you, or call your broker.
Call your broker or call toll free 1-800-223-2064.
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* 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.
** Based on a statistically valid nationwide survey conducted on behalf of
Western Resources of over 500 KCPL shareowners during the period of September
27-30, 1996.
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.
Exhibit No. (a)(122)
The following postcard was sent to KCPL shareholders on or about October 18,
1996:
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Western Resources
Western Resources
818 Kansas Avenue
Topeka, Kansas 66612
If you're having trouble deciding whether to tender now, read this!
Why You Should Tender Your KCPL Shares Now!
"...we believe it is important that KLT (Kansas City Power & Light)
shareholders tender their shares as soon as possible so that they will send a
strong message to the KLT board to sit down with WR (Western Resources)." --
Edward Tirello, Utilities Analyst, NatWest Securities, September 24, 1996
By tendering your shares before October 25 you will lose nothing--not your
dividend and not access to your stock certificates. But you have plenty to
gain:
-- $31 tax free per KCPL share*
-- A 45% increase in your dividend*
But we urge you to act quickly. There is no other offer on the table. And as
Ed Tirello says, it is important that you tender your shares now. If you
don't tender now, the price of your KCPL shares could fall. Remember, KCPL's
closing stock price was $23 7/8 the day before Western Resources made its
offer.
Help us combine these two fine companies. Call your broker now or call
toll-free at 1-800-223-2064. Or just complete the tendering form we've already
sent you.
* 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.
This postcard 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.