SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 58)
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.58 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)(143) Letter to a KCPL shareholder mailed on or about November 22, 1996.
<PAGE>
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 November 22, 1996 By /s/ JERRY D. COURINGTON
Jerry D. Courington,
Controller
INDEX TO EXHIBITS
Sequentially
Numbered
Exhibit No. Description Pages
(a)(143 ) Letter to a KCPL shareholder mailed
on or about November 22, 1996. 1
Exhibit No. (a)(143)
The following letter was mailed on or about November 22, 1996:
November 22, 1996
Mr. James A. Divincen
P.O. Box 326
Osage Beach, MO 65065
Dear Mr. Divincen,
Thank you for your letter regarding our proposed merger with Kansas
City Power & Light.
I know that you have received a significant amount of information from
both KCPL and us. These letters were intended to keep you advised as to our
overall approach and benefits of the merger. Obviously, we feel very
strongly that our offer for KCPL is a very good one for KCPL shareowners
and have attempted as best we could to communicate that to you and other
shareowners.
Your letter suggests that we purchase your shares of KCPL. The
purpose of our exchange offer is to encourage you to tender your shares
to us in exchange for Western Resources stock at the time that all
regulatory approvals have been received concerning our merger. At that
time, we will exchange your KCPL shares for Western Resources shares in
the amount of $31 per share.
We hope that you will consider tendering your shares to us. In any
event, I have asked that your name be removed from the list to receive any
additional information from us so as to address your request.
Once again, we appreciate your patience and understanding and hope
that you will consider tendering your shares to us.
Sincerely,
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.
