SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 11)
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. 11 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)(38) Letter to KCPL shareholders.
(a)(39) National press release.
(a)(40) Regional press release - KPL.
(a)(41) Regional press release - KGE.
(a)(42) Text of an advertisement.
(a)(43) Text of an employee update.
(a)(44) Text of a phonescript.
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 July 26, 1996 By /s/ JERRY D. COURINGTON
Jerry D. Courington,
Controller
INDEX TO EXHIBITS
Sequentially
Numbered
Exhibit No. Description Pages
(a)(38) Letter to KCPL shareholders. 1
(a)(39) National press release. 2
(a)(40) Regional press release - KPL. 2
(a)(41) Regional press release - KGE. 3
(a)(42) Text of an advertisement. 1
(a)(43) Text of an employee update. 1
(a)(44) Text of a phonescript. 3
Exhibit No. (a)(38)
The following letter was mailed to KCPL shareholders:
July 26, 1996
Dear KCPL Shareowner:
All the mailings...all the brochures...all the ads... come down to one
simple question: Which Company provides the better partner for KCPL to grow
your dividends and investment?
Let's look at the record.
As the attached information indicates, UtiliCorp's record is not what KCPL
management would lead you to believe. In fact, we believe it is a record
you'll want to avoid.
UtiliCorp has a record of no growth in earnings per
share over the last 10 years, major write offs and
poorly performing investments.
UtiliCorp had to get special permission from its bank
to avoid default on its loans.
UtiliCorp has written off $120 million in bad
investments.
Compare the UtiliCorp record to Western Resources' 72 year history of
keeping promises.
Western Resources has paid dividends every year since its
founding in 1924, and has increased dividends every year
for the last 20 years.
Since 1992, Western Resources has delivered total returns
to shareowners (through stock price appreciation and
dividends) nearly 50 percent greater than UtiliCorp.
This information comes directly from the annual reports
of the two companies.
Western Resources has a record of growing shareowner
value and coupling innovation with sound business
decisions.
It's your investment-Do you really want to give up $4 per share and up to a
27 percent increase in projected dividends* for this?
Western Resources' offer is viable and achievable. That's why nearly all
independent industry analysts have praised it as a superior offer to
UtiliCorp's. Here's what some are saying.
"Western Resources has a proven track record of successfully working
through utility mergers in the recent past in a way that creates
shareholder value and benefits for ratepayers. Because of this, we have a
great deal of confidence that the management can accomplish similar success
in a merger with KLT." [KLT=KCPL] Barry M. Abramson, CFA, Prudential
Securities, July 25, 1996.
"UCU's recent acquisitions have diluted shareholder value. Given the lower
rate of return on these incremental investments,...a dividend reduction may
be more likely under a UCU-KLT combination in our view than under a WR-KLT
combination." (Emphasis added.) [UCU-UtiliCorp] John Edwards, Redwood
Securities Group, Inc., July 25, 1996.
We believe that UtiliCorp needs KCPL. We do not believe, however, that
KCPL shareowners need the poor financial performance of UtiliCorp. The future
of your investment is at stake. Don't accept what is, in our opinion, an
inferior transaction with UtiliCorp.
How can you protect your investment in KCPL?
To preserve your opportunity to choose what we believe to be the better
transaction, VOTE AGAINST the proposed transaction with UtiliCorp by signing,
dating and returning the enclosed GOLD proxy card today.
I look forward to serving you as one of the owners of this new company,
which we are convinced will be strongly positioned for the future.
Sincerely,
John E. Hayes, Jr.
Chairman of the Board
and Chief Executive Officer
*Based upon Western Resources' $31 exchange offer, assumimg Western Resources'
average share price is between $28.18 and $33.23 at the time of closing;
Western Resources' projected post-merger 1998 dividend rate of $2.14 per
share; the exchange ratio in Western Resources' offer; and closing stock
prices on July 25, 1996.
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.
<PAGE1>
Exhibit No. (a)(39)
The following national press release was issued:
KCC STAFF, WESTERN RESOURCES REACH AGREEMENT IN RATE CASE
SETTLEMENT PROVIDES SOLID BASIS FOR KCPL MERGER
TOPEKA, Kansas, July 26 , 1996 -- Western Resources today announced
it has reached a settlement agreement with the Kansas Corporation
Commission (KCC) staff regarding rate decreases for its KPL and KGE
customers while it moves forward to merge with the Kansas City Power &
Light Company.
"We are pleased that together with the KCC staff we have struck the
balance of providing immediate savings for our customers while doing so
in a fiscally prudent manner," said John E. Hayes, Jr., Western
Resources chairman of the board and chief executive officer. "The
agreement reached today allows us to meet competitive forces in our
industry and continue with our business plans to be a national leader in
energy services and products."
Details of the settlement include a $37.3 million rate reduction for
KGE customers and an $8.7 million reduction for KPL customers upon KCC
approval. In January 1998, KGE customers will receive an additional $10
million rate reduction.
"Importantly, the KCC staff's initial rate reduction recommendation
has been touted by KCPL as a possible stumbling block in our offer to
merge with them," said Hayes. "We've been saying
p. 2 -- SETTLEMENT
all along the issue was a matter of timing and implementing rate
decreases in a sound, businesslike manner. Now, Western Resources has
been proved right."
The agreement reached today supports Western Resources' projected
earnings calculations for a Western Resources/KCPL merged company. KCPL
shareowners will receive $31 for every share of KCPL common stock, and a
projected dividend between $2.00 and $2.35 per share at the close of the
merger.*
With the reduction agreed upon today, KGE rates will fall to nine
percent below the national average. KPL rates, already 27 percent below
the national average, drop another two percent. Western Resources also
has agreed to keep retail electric rates stable for five years.
"We continue to believe our offer for KCPL is the most valuable for
shareowners," said Hayes. "Reaching this agreement validates our beliefs
and confirms the viability of our offer. Now that we have resolution of
this issue, we're continuing to make a Western Resources/KCPL
combination a reality."
Today's agreement will be presented to the KCC. Following KCC
approval, the rate reductions will be immediately implemented.
Western Resources (NYSE:WR) is a diversified energy company. 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 Business Services, Westar Consumer Services, 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 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
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.
<PAGE2>
Exhibit No. (a)(40)
The following regional press release was issued:
KCC STAFF, WESTERN RESOURCES
REACH AGREEMENT IN RATE CASE
KPL RATES TO DROP $8.7 MILLION,
SETTLEMENT PROVIDES SOLID BASIS FOR KCPL MERGER
TOPEKA, Kansas, July 26 , 1996 -- Western Resources today announced
it has reached a settlement agreement with the Kansas Corporation
Commission (KCC) staff regarding rate decreases for its customers while
it moves forward to merge with the Kansas City Power & Light Company.
"We are pleased that together with the KCC staff we have struck the
balance of providing immediate savings for our customers while doing so
in a fiscally prudent manner," said John E. Hayes, Jr., Western
Resources chairman of the board and chief executive officer. "The
agreement reached today allows us to meet competitive forces in our
industry and continue with our business plans to be a national leader in
energy services and products."
With the reduction agreed upon today, KPL electric rates, already 27
percent below the national average, drop another two percent, giving KPL
electric retail customers a savings of approximately $12 annually based
on 750 kwh consumption monthly.
Other details of the settlement include an immediate $37.3 million
rate reduction for KGE customers and another $10 million reduction in
January 1998. At that time, KGE rates will fall to nine percent below
the national average.
p. 2 -- SETTLEMENT
"Importantly, the KCC staff's initial rate reduction recommendation
has been touted by KCPL as a possible stumbling block in our offer to
merge with them," said Hayes. "We've been saying all along the issue was
a matter of timing and implementing rate decreases in a sound,
businesslike manner. Now, Western Resources has been proved right."
The agreement reached today supports Western Resources' projected
earnings calculations for a Western Resources/KCPL merged company. KCPL
shareowners will receive $31 for every share of KCPL common stock, and a
projected dividend between $2.00 and $2.35 per share at the close of the
merger.*
"We continue to believe our offer for KCPL is the most valuable for
shareowners," said Hayes. "Reaching this agreement validates our beliefs
and confirms the viability of our offer. Now that we have resolution of
this issue, we're continuing to make a Western Resources/KCPL
combination a reality."
Today's agreement will be presented to the KCC. Following KCC
approval, the rate reductions will be immediately implemented.
Western Resources (NYSE:WR) is a diversified energy company. 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 Business Services, Westar Consumer Services, 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 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
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.
<PAGE3>
Exhibit No. (a)(41)
The following regional press release was issued:
KANSAS CORPORATION COMMISSION STAFF, WESTERN RESOURCES
REACH AGREEMENT IN RATE CASE
KGE CUSTOMERS TO BENEFIT;
$56 MILLION RATE REDUCTION PACKAGE
WICHITA, Kansas, July 26, 1996 -- Western Resources today announced
it has reached an agreement with the Kansas Corporation Commission (KCC)
staff which will lower rates for KGE customers by $56 million.
"We are pleased that this settlement agreement allows us to
accelerate the lowering of rates for KGE customers," said William B.
Moore, chairman and president of KGE. "Our intent since 1992 has been
to reduce rates for KGE customers. At the time of the merger with KPL
in 1992, KGE canceled a planned $40 million rate increase, rates were
frozen for three years, and Western Resources provided $32 million in
merger rebates. In addition to the interim $8.7 million rate reduction
for KGE customers implemented a few months ago, and the reduction agreed
upon today, KGE rates fall to nine percent below the national average."
Details of the settlement include an additional $37.3 million rate
reduction for KGE customers upon KCC approval. In January 1998, KGE
customers will receive an additional $10 million rate
- MORE -
p. 2 -- KGE CUSTOMER RATE REDUCTION
reduction. The current $8.7 million interim rate reduction, which was
effective May 23, also will become permanent resulting in a total $56
million rate reduction for KGE customers. Western Resources also has
agreed to keep retail electric rates stable for five years.
"We are pleased that together with the KCC staff we have struck the
balance of providing immediate savings for our customers while doing so
in a fiscally prudent manner," said Moore.
"The agreement reached today allows us to meet competitive forces in
our industry, continue with our business plans to be a national leader
in energy services and products, and move forward in our merger with
KCPL," said John E. Hayes, Western Resources chairman of the board and
chief executive officer.
"Importantly, the KCC staff initial rate reduction recommendation has
been touted by KCPL as a possible stumbling block in our offer to merge
with them," said Hayes. "We've been saying all along the issue was a
matter of timing and implementing rate decreases in a sound businesslike
manner. Now Western Resources has been proved right."
The agreement reached today supports Western Resources' projected
earnings calculations for a Western Resources/KCPL merged company.
Shareowners will receive $31 for every share of KCPL common stock, and a
projected dividend between $2.00 and $2.35 per share at the close of the
merger.*
"We continue to believe our offer for KCPL is the most valuable for
shareowners," said Hayes. "Reaching this agreement validates our
beliefs and confirms the viability of our offer.
- MORE -
p. 3 -- KGE CUSTOMER RATE REDUCTION
Now that we have resolution of this issue, we're continuing to make a
Western Resources/KCPL combination a reality."
Today's agreement will be presented to the KCC. Following KCC
approval, the rate reductions will be immediately implemented.
Western Resources (NYSE:WR) is a diversified energy company. 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 Business Services, Westar Consumer Services, 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 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
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.
<PAGE4>
Exhibit No. (a)(42)
The following advertisment was sent to KCPL shareholders on July 26, 1996 and
will be used in newspapers:
ATTENTION KCPL SHAREOWNERS:
WHAT DO YOU REALLY KNOW ABOUT UTILICORP?
_________________________________________________________________
Had no growth in earnings per share over the last 10 years (pg. 57, 1995
UtiliCorp Annual Report).
Had to get special permission from its bank to avoid default on its loans
(pg. 33, 1995 UtiliCorp Annual Report).
Has written off $120 million in bad investments (pg. 45 & 46, 1995; pg. 46,
1994 UtiliCorp Annual Reports).
Has $1.8 billion in investments that earned less than 3% (pg. 54, 1995
UtiliCorp Annual Report).
Has a pending shareowners' securities fraud lawsuit against it over
investment write-offs and embezzlement (Alpern v. UtiliCorp United, Inc.,
Dkt. 92-CU-38, USDC Western District of Missouri).
Do you really want to give up $4 per share and up to a 27% increase in
projected dividends* for this?
Vote AGAINST the Proposed Merger With UtiliCorp. Vote No 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.
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.
<PAGE5>
Exhibit No. (a)(43)
The following employee update was issued to Western Resources' employees:
July 26, 1996
KCC STAFF, WESTERN RESOURCES REACH AGREEMENT IN RATE CASE;
SETTLEMENT PROVIDES SOLID BASIS FOR KCPL MERGER
Western Resources today announced it has reached a settlement agreement with
the Kansas Corporation Commission (KCC) staff regarding rate decreases for its
KPL and KGE customers while it moves forward to merge with the Kansas City
Power & Light Company.
"We are pleased that together with the KCC staff we have struck the balance of
providing immediate savings for our customers while doing so in a fiscally
prudent manner," said John E. Hayes, Jr., Western Resources chairman of the
board and chief executive officer. "The agreement reached today allows us to
meet competitive forces in our industry and continue with our business plans
to be a national leader in energy services and products."
Details of the settlement include a $37.3 million rate reduction for KGE
customers and an $8.7 million reduction for KPL customers upon KCC approval.
In January 1998, KGE customers will receive an additional $10 million rate
reduction.
"This settlement agreement allows us to accelerate the lowering of rates
for KGE customers," said Hayes. "Our intent since 1992 has been to reduce
rates for KGE customers. At the time of the merger with KPL in 1992, KGE
canceled a planned $40 million rate increase, rates were frozen for three
years, and Western Resources provided $32 million in merger rebates. In
addition to the interim $8.7 million rate reduction for KGE customers
implemented a few months ago, and the reduction agreed upon today, KGE
rates fall to nine percent below the national average."
The current $8.7 million interim rate reduction, which was effective May 23,
also will become permanent resulting in a total $56 million rate reduction for
KGE customers.
Western Resources also has agreed to keep retail electric rates stable for
five years. With the reduction agreed upon today, KPL electric rates, already
27 percent below the national average, drop another two percent, giving KPL
electric retail customers a savings of approximately $12 annually based on
750 kwh consumption monthly.
"Importantly, the KCC staff's initial rate reduction recommendation has been
touted by KCPL as a possible stumbling block in our offer to merge with them,"
said Hayes. "We've been saying all along the issue was a matter of timing and
implementing rate decreases in a sound, businesslike manner. Now, Western
Resources has been proved right."
The agreement reached today supports Western Resources' projected earnings
calculations for a Western Resources/KCPL merged company. KCPL shareowners
will receive $31 for every share of KCPL common stock, and a projected
dividend between $2.00 and $2.35 per share at the close of the merger.*
"We continue to believe our offer for KCPL is the most valuable for
shareowners," said Hayes. "Reaching this agreement validates our beliefs
and confirms the viability of our offer. Now that we have resolution of
this issue, we're continuing to make a Western Resources/KCPL combination
a reality." Today's agreement will be presented to the KCC. Following KCC
approval, the rate reductions will be immediately implemented.
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.
*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.
<PAGE6>
Exhibit No. (a)(44)
The following phonescript was used on July 26:
ANALYST AND MEDIA TELECONFERENCE CALLS
TOPIC: REGULATORY SETTLEMENT
July 26, 1996
Good morning. I'm John Hayes and I appreciate you visiting with us this
morning. Joining me are Steve Kitchen, Western Resources Chief Financial
Officer, David Wittig, Western Resources President, and Jim Martin, Vice
President, Finance.
We are extremely pleased this morning to announce that we have reached an
agreement with the Kansas Corporation Commission staff regarding rate
decreases for our KPL and KGE electric customers.
As many of you may know, the KCC staff's initial recommendation of $105
million has been used by KCPL management as a perceived potential major
obstacle to a Western Resources/KCPL merged company.
We have said -- since the staff's initial recommendation -- that we believed a
solid rate reduction plan could be developed with staff, and today we are
pleased to announce those details:
First: KGE customers, those served by our 47 percent interest in the Wolf
Creek Generating Station, will receive a $37.3 million rate reduction
following KCC approval, which is expected this fall . . . perhaps in late
September or early October.
In January 1998, KGE customers will receive an additional $10 million in rate
savings, bringing retail electric rates for KGE to approximately nine percent
below the national average.
This combination of rate reductions puts KGE electric rates on a very
competitive level as we enter an era of energy deregulation. KGE customers
already are reaping the benefits of an $8.7
p. 2
million rate reduction initiated by us in May. Today's agreement brings the
total KGE rate reductions through 1998 to $56 million . . . but does so in a
way that is not harmful to our shareowners.
Second: KPL customers, who already experience rates approximately 27 percent
below the national average today, will receive an $8.7 million reduction,
bringing their rates to 29 percent below the national average.
Perhaps what is most important in the regulatory agreement announced today is
that KCPL management has used the uncertainty surrounding the rate reductions
as its potential major barrier to a successful Western Resources/KCPL merger.
Today . . . that barrier no longer exists. The agreement reached complements
our strategy to move forward with our KCPL merger offer . . . and that is
exactly what we intend to do.
Reaching this agreement confirms the viability of our offer to KCPL
shareowners, the seriousness of our tone, and our continued resolve to make a
Western Resources/KCPL combination a reality.
Before we take your questions, let me briefly outline the numbers for you
again and hit on three very key points:
How does it add up?
$37.3 million - KGE
$8.7 million -- interim becomes permanent -- KGE
$8.7 million - KPL
$54.7 million -- effective immediately following KCC approval
PLUS
$10 million - KGE - beginning January 1, 1998
$64.7 million total
p. 3
Three key issues in the staff stipulation are as follows:
1. A five-year incentive mechanism whereby KGE customers (via rebate) and
shareowners share 50/50 when the Company's electric ROE exceeds 12 percent.
2. A five-year moratorium on electric rates for KPL and KGE customers; and
3. Establishes the level of merger savings in the 1992 KPL/KGE merger at $40
million. We had projected KPL and KGE merger savings to be $39.5 million in
1996. This simply reinforces our ability to accurately project merger savings
and recognizes more than $400 million in KPL/KGE merger savings during the
next 10 years.
In addition, we will continue to honor KCPL/Missouri Public Service Commission
agreement to reduce rates for KCPL MO customers by $20 million and KCPL KS
customers by $8 million.
Another key element in today's announcement is that the agreement reached with
the KCC staff requires no change in our post-merger forecast of earnings as
detailed on page 17 in our S-4 filing.
At this time, we would be happy to answer your questions . . .
This phonsecript 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.
<PAGE7>
