SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 32)
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. 32 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)(92) Letter sent to a KCPL shareowner on or about August 26, 1996
(a)(93) Second Quarter Financial Update that will be distributed
to the investment community on or about September 3, 1996
(a)(94) Text of a news release issued on August 30, 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 August 30, 1996 By /s/ JERRY D. COURINGTON
Jerry D. Courington,
Controller
<PAGE>
INDEX TO EXHIBITS
Sequentially
Numbered
Exhibit No. Description Pages
(a)(92) Letter sent to a KCPL shareowner
on or about August 26, 1996 1
(a)(93) Second Quarter Financial Update that will
be distributed to the investment community
on or about September 3, 1996 9
(a)(94) Text of a news release issued on
August 30, 1996 1
<PAGE>
Exhibit No. (a)(92)
The following letter was sent to a KCPL shareowner on or about August 26,
1996:
John E. Hayes, Jr.
Chairman of the Board
and Chief Executive Officer
August 26, 1996
Addressee
Dear Addressee,
Thank you for your recent letter concerning our offer to merge with Kansas
City Power & Light.
Our proposal has been to merge with Kansas City Power & Light because we
feel that it is a much stronger offer than the UtiliCorp proposal. KCPL is a
high-quality company similar to ours in its dedication to customer service.
We feel very strongly that our combination with KCPL will create a strong
company for the new competitive environment for the future.
In spite of our strong offer, KCPL management has refused to meet with us.
Therefore, we have formally asked shareowners of KCPL to tender shares to us
to make this combination a reality. I know that you are concerned about the
costs that have been expended in this effort and we, too, are very much aware
of the costs of this activity. However, we feel that the benefits to
shareowners, customers, employees and the communities we serve create a
compelling case for moving forward.
Again, thank you for sharing your concerns. We appreciate your patience,
willingness to discern the truth, and for your serious consideration of our
offer.
Sincerely,
/s/ John E. Hayes, Jr.
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.
<PAGE>
Exhibit No. (a)(93)
The following Second Quarter Financial Update for Western Resources will be
distributed to the investment community on or about September 3, 1996:
COVER PAGE:
SECOND QUARTER
PERIOD ENDED JUNE 30, 1996
1996
FINANCIAL
UPDATE
IN THIS ISSUE
Company takes merger offer directly to KCPL shareholders.
Earnings jump led by increases in wholesale electric sales.
Additional security firms acquired.
Agreement reached with KCC staff on electric rates.
Third quarter dividends announced.
Company issues QUIPS priced to yield 8.5%
WESTERN RESOURCES
[LOGO]
INSIDE FRONT COVER PAGE:
FINANCIAL DATA AND RATIOS
For Twelve Months Ended June 30, 1996
(unaudited)
1996 1995
COMMON STOCK DATA:
Average shares outstanding (000's) 62,904 61,716
Earnings per share $2.84 $2.28
Dividends declared per share $2.04 $2.00
Dividend payout ratio 72% 88%
Book value per share, end of period $24.78 $23.86
Closing market price, end of period $29.875 $30.875
Price range, twelve month period
High $34.875 $33.375
Low $29.250 $26.750
Annualized dividend yield 6.8% 6.5%
Price/Earnings ratio 10.5 13.5
Return on average common equity 11.5% 9.6%
Number of common shareholders 64,766 61,148
COVERAGE RATIOS:
Interest Coverage (incl. AFUDC)
Pretax 3.1 2.9
After tax 2.4 2.3
Interest Coverage (excl. AFUDC)
Pretax 3.0 2.9
After tax 2.4 2.3
Interest and Preferred
Dividend Coverage (incl. AFUDC) 2.2 2.1
First Second Third Exp. Fourth
Quarter Quarter Quarter Quarter
1996 DIVIDEND INFORMATION
Declaration Date 01/24/96 05/07/96 07/18/96 11/12/96
NYSE Ex-Dividend Date 02/28/96 05/29/96 08/28/96 11/28/96
Record Date 03/04/96 06/04/96 09/04/96 12/03/96
Payment Date 04/01/96 07/01/96 10/01/96 01/02/97
Common Dividend
Declared Per Share $0.515 $0.515 $0.515
WESTERN RESOURCES
[LOGO]
Western Resources (NYSE: WR) is a diversified energy company with a market cap
of approximately $1.8 billion, and 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, a full range of
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.
SIDE MARGIN FILLER
BAR GRAPH
YEAR TO DATE NET INCOME
(000'S OF DOLLARS)
1995 - $63,291
1996 - $73,535
Net income year-to-date is up 16 percent compared to last year
Western Resources a "Well-Regarded" Utility
Western Resources was listed recently as one the Midwest's "well-regarded"
utilities by a Dow Jones report. The article also referred to a report by Ed
Tirello of NatWest Securities, who includes Western Resources on his list of
recommended stocks. Tirello also believes that Western ultimately will prevail
in its effort to acquire Kansas City Power & Light.
PAGE 1
Company Takes Merger Offer Directly to KCPL Shareowners
In the second quarter, the company continued its bid to merge with Kansas
City Power and Light (KCPL). On July 8, 1996, Western Resources officially
began mailing to the owners of KCPL the offer for a tax-free exchange of their
KCPL common stock at a price of $31 per share in Western Resources common
stock, up from an earlier offer of $28 a share. Complete terms of the offer
are contained in our prospectus dated July 3, 1996.
The exchange offer is scheduled to expire at midnight Eastern Daylight Time
on September 20, 1996, but may be extended by the company. Salomon Brothers
Inc is the dealer-manager for the offer.
On August 16, KCPL conducted its shareowner meeting and officially closed
the voting process for its proposed merger with UtiliCorp. Western Resources
solicited proxies against the proposed merger and we are confident KCPL
management failed to achieve the legally required two-thirds vote to complete
their proposed merger with UtiliCorp. We also believe, based on proxies
submitted, that KCPL failed to receive even a simple majority of votes.
We believe a Western Resources/KCPL merger offers the best value to KCPL
shareholders and will create a stronger company for the benefit of
shareowners, employees and customers of both companies. Our proposal offers an
increase in dividends of up to 40 percent as compared to KCPL's current
dividend rate of $1.62, and up to a 19 percent increase in dividends as
compared to the "recommended" dividend of $1.85 per share in the UtiliCorp
proposal.
The dividend per KCPL share is based upon Western Resources' post-merger
1998 annual dividend rate of $2.14 per share of Western Resources common stock
and the exchange ratio in Western Resources' offer. The $31 per share stock
exchange 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 the merger closes.
Most utility industry independent analysts have said Western Resources'
offer is clearly financially superior to the UtiliCorp deal. In addition, the
Institutional Shareholder Services (ISS), one of the most widely followed
independent organizations specializing in proxy analysis, recommended a vote
against the proposed merger of UtiliCorp and KCPL by KCPL shareowners.
More and more groups and individuals following the developments of this
transaction are validating our beliefs that our offer provides the better
value for all involved. The final vote tally will be know in September. In the
mean time, the company will continue its pursuit of KCPL shares under the
exchange offer.
For late-breaking news on our offer, access our Internet Web site at
http://www.wstnres.com.
Earnings Jump Led by Increases in Wholesale Electric Sales
Earnings per share of common stock increased 33 percent compared to the
same quarter a year ago. Earnings were $0.40 per share, up from the $0.30 per
share recorded during the second quarter of 1995. The increase is the result
of revenues from electricity sales during the early summer months, continued
internal cost control efforts and the steady growth of the company's wholesale
electric sales business.
SIDE MARGIN FILLER
BAR GRAPH
2ND QUARTER EARNINGS 1995 TO 1996
(PER SHARE)
1995 - $0.30
1996 - $0.40
Earnings per share of common stock increased 23 percent compared to the same
quarter a year ago.
DOJ Approves Utility Pact
The U.S. Department of Justice (DOJ) approved a proposal by eight nuclear
power electric utilities to pool their procurement services and resources.
Among those utilities involved is the Wolf Creek Nuclear Operating
Corporation. Western Resources owns a 47 percent interest in the Wolf Creek
nuclear generating plant, located in Burlington, Kansas.
Under the terms of the approval, membership in the new pool will be open to
any nuclear power utility until its members own 36 percent of the nation's
nuclear power production. The eight utilities involved so far in the pact
account for seven percent of U.S. and two percent of world nuclear power
generation.
The group is barred from sharing price and marketing information among
members. Each plant is expected to save about $1.7 million, net of
administrative costs, by December 1997.
PAGE 2
Net income increased $7,030,000, or 33 percent, for second quarter 1996.
Operating revenues for second quarter 1996 were $436,121,000, up 17 percent
from last year's figure of $372,295,000. Operating expenses were $377,101,000
compared to expenses for the same period last year of $322,404,000.
An early start on the air conditioning season accounted for an increase of
20 percent in residential electric sales for the second quarter. Electricity
sales increases for residential customers were augmented by a gain of nine
percent in commercial sales and an increase of three percent in industrial
sales for the latest quarter.
While core residential, commercial and industrial electric sales were up
due to the weather in our service area, the most growth came from our
wholesale business, enhancing our position as the leading wholesaler of
electricity in our region.
Wholesale electricity sales posted strong advances over last year. Sales to
other utilities, electric cooperatives and municipalities were up 534.4
million kilowatt-hours, or 56 percent ahead of last year's second quarter
volumes.
Net income year-to-date is up 16 percent compared to last year, $73,535,000
versus $63,291,000. Earnings per share for the year so far also are more than
15 percent ahead of last year at $1.06 per share compared to $0.92 for the
first six months of 1995.
These results reflect more than the warm weather. They reflect a successful
cost containment program and savings due to early retirement programs
implemented in the second quarter of 1995.
Additional Security Firms Acquired
Westar Security, a wholly-owned subsidiary of Western Resources, has
expanded into the Kansas City and Omaha security services markets with the
acquisition of Sentry Protective Alarms. Sentry also has offices in Atlanta
and Sacramento.
Westar Security is a full-service security company providing security
systems and monitoring to residential and business customer throughout the
U.S. Westar Security also has offices in Topeka and Wichita.
The addition of Sentry' s territories and customers enlarges our customer
base in an emerging growth market that is still extremely fragmented in the
United States. Westar Security now serves approximately 80,000 customers.
This acquisition continues the company's strategy to become, through the
Westar brand name, a national leader in energy-related customer services. Late
last year, we acquired Mobilfone Security and Communications & Signaling Inc.,
both providers of residential and commercial security services in the Midwest.
The security services business is a natural fit with our other businesses
and broadens our service offerings that furnish safety, comfort, convenience
and reliability in keeping with our objective of "making life a little
easier."
Agreement Reached With KCC Staff on Electric Rates
In a move that will lead to the elimination of the uncertainty surrounding
future electricity rates in Kansas, the company reached a settlement agreement
with the Kansas Corporation Commission (KCC) staff regarding rate decreases.
In August 1995, we initiated a request for $61.7 million in rate savings
for KGE customers during a seven year period to make rates more competitive.
Details of the settlement include an immediate $37.3 million rate reduction
for KGE customers. In January 1998, KGE customers will receive another $10
million electric rate reduction.
SIDE MARGIN FILLER
BAR GRAPH
WHOLESALE ELECTRICITY SALES
(Second quarter 1996 compared to second quarter 1995)
1995 - 954 MWH's
1996 - 1,488 MWH's
Wholesale electricity sales were 56 percent ahead of last year's second
quarter volumes.
Company Wins EEI Common Goals Award
The company's power technology program was a awarded the 1996 Edison
Electric Institute (EEI) Common Goals Award for Customer Satisfaction. EEI's
Common Goals program honors the best in partnerships between electric
companies and their customers.
The award comes for the results of work done through our Power Technology
Center (PTC). Since 1992, PTC has offered a wide range of services to
customers of all sizes aimed at protecting sensitive electronic equipment,
digital industrial controls, medical imaging equipment, motor drives and
telecommunications facilities form power quality problems. PTC has trained
more than 1,000 plant manager, engineers, technicians, electricians and other
customers in power quality management.
PAGE 3
The current $8.7 million interim rate reduction, effective in May 1996,
becomes permanent resulting in a total rate reduction of $56 million for KGE
customers. With the full implementation of these reductions, electric rates
for KGE customers will fall to nine percent below the national average.
KPL electric rates, which are already 27 percent below the national
average, drop another $8.7 million annually, under the terms of the
settlement.
We also have agreed to keep retail electric rates stable for five years. As
part of the stipulation, agreed to with the KCC staff, a five-year incentive
mechanism will be established. Under the incentive mechanism all regulated
annual earnings in excess of a 12 percent ROE will be split 50/50 between
customers and shareholders. The customers' share of any incentive savings will
be issued in an annual rebate to KGE customers. The rate moratorium is subject
to any changes in the law or events having a substantial influence on the
company's operations, including any future mergers.
Notably, the issue of possible rate reductions had been raised as a
possible impediment in our ongoing offer to merge with KCPL. The regulatory
package agreement reached supports our previously reported projections of
post-merger earnings or our ability to pay projected dividends.
The KCC staff also affirmed our proven track record of projecting merger
savings by supporting the savings projected in 1990, of $40 million annually,
for the 1992 merger with KGE.
The settlement must be approved by the KCC's three-member Commission.
Following KCC approval, the rate plan will be immediately implemented.
The agreement bolsters our competitiveness on a national level and allows
us to continue with our business plans to be a national leader in energy
services and products.
Third Quarter Dividends Announced
The company declared a third-quarter 1996 dividend of 51 1/2 cents per
share, payable October 1 on the company's approximately 63.8 million shares of
common stock. The dividend rate is even with that paid in the first and second
quarters of 1996. The indicated annual dividend rate remains on track at $2.06
per share, four cents higher than the 1995 annual dividend.
Western Resources has paid dividends every year since its founding in 1924,
and dividends have been increased every year for the last 20 years.
Company Issues QUIPS Priced to Yield 8.5%
The company issued 4,800,000 shares of 8 1/2 percent Cumulative Quarterly
Income Preferred Securities, Series B through Western Resources Capital II.
The stock was priced at $25 per share for a value of $120 million.
This financing instrument offers double benefits to the company: the
dividends paid are tax deductible by the company, like long-term debt, but the
shares strengthen the company's equity position, like an issuance of stock.
The shares, which are noncallable for five years, have a final maturity of
September 30, 2036. The issue is rated A3 by Moody's Investors Service Inc.
and triple-B-plus by Standard and Poor's. The managing underwriters are
Goldman, Sachs, & Co., Smith Barney Inc., Bear, Stearns & Co. Inc., Dillon,
Read & Co., Prudential Securities Incorporated, and EVEREN Securities, Inc.
Proceeds from the sale will be used to reduce short-term debt.
SIDE MARGIN FILLER
[Picture of annual shareowners meeting]
CAPTION: The company's annual sharehowners meeting, on May 7, in Topeka, was
enjoyed by a record turnout of shareowners. John E. Hayes, Jr., chairman and
chief executive officer, speaks to the audience of approximately 300
shareowners.
[Picture of annual shareowners meeting]
Wolf Creek Executive Honored by ANS
Neil S. "Buzz" Carns, chairman, president and chief executive officer of
Wolf Creek Nuclear Operating Corporation, received the 1996 Utility Leadership
Award form the American Nuclear Society (ANS).
The award, established in 1994, recognizes those professionals in the
utility industry that have assumed and demonstrated an industry leadership
role in the rapidly changing times of competition, regulatory change and cost
effectiveness.
PAGES 4 - 7 CONTAIN SECOND QUARTER FORM 10-Q FINANCIAL STATEMENTS WHICH WERE
FILED ON AUGUST 14, 1996.
PAGE 8
<TABLE>
FINANCIAL AND OPERATING STATISTICS
SECOND QUARTER
(unaudited) Three Months Ended June 30, Twelve Months Ended June 30,
1996 1995 %Change 1996 1995 %Change
<S> <C> <C> <C> <C> <C> <C>
Revenue from Electric Sales (000's):
Residential $ 97,072 $ 82,316 17.9 $ 416,223 $ 372,605 11.7
Commercial 86 469 79,748 8.4 352,733 332,115 6.2
Industrial 67,640 66,762 1.3 269,051 268,223 0.3
Other 8,393 9,149 (8.3) 34,707 35,900 (3.3)
Total Retail
Electric Sales 259,574 237,975 9.1 1,072,714 1,008,843 6.3
Wholesale 34,657 24,535 41.3 120,629 98,704 22.2
Total $ 294,231 $ 262,510 12.1 $1,193,343 $1,107,547 7.7
KWH Sales (000's):
Residential 1,259,275 1,049,621 20.0 5,389,102 4,781,862 12.7
Commercial 1,405,070 1,289,827 8.9 5,657,513 5,352,298 5.7
Industrial 1,437,154 1,390,395 3.4 5,707,811 5,486,122 4.0
Other 26,316 26,651 (1.3) 105,931 108,332 (2.2)
Total Retail
Electric Sales 4,127,815 3,756,494 9.9 16,860,357 15,728,614 7.2
Wholesale 1,488,110 953,688 56.0 4,735,466 3,675,320 28.8
Total 5,615,925 4,710,182 19.2 21,595,823 19,403,934 11.3
System Net Load:
MW 3,979 3,724
Date 08/28/95 08/25/94
Fuel-Mix to Total:
Coal 79% 76%
Nuclear 16 19
Oil - -
Natural Gas 5 5
100% 100%
Revenue from Natural Gas Sales (000's):
Residential $ 47,797 $ 42,207 13.2 $ 323,232 $ 250,045 29.3
Commercial 15,447 13,131 17.6 111,402 87,394 27.5
Industrial 573 726 (21.1) 3,286 3,119 5.4
Sales for resale
and other 12,466 9,620 29.6 33,173 18,359 *
Total Gas Service Sales 76,283 65,684 16.1 471,093 358,917 31.3
Transportation 4,421 5,186 (14.8) 21,972 22,901 (4.1)
Total $ 80,704 $ 70,870 13.9 $ 493,065 $ 381,818 29.1
MCF Sales (000's):
Residential 7,290 7,908 (7.8) 60,256 53,949 11.7
Commercial 2,755 2,899 (5.0) 22,640 20,916 8.2
Industrial 101 140 (27.9) 518 567 (8.6)
Sales for resale
and other 5,260 5,498 (4.3) 15,485 8,450 *
Total Gas Service Sales 15,406 16,445 (6.3) 98,899 83,882 17.9
Transportation 10,527 11,789 (10.7) 47,523 49,439 (3.9)
Total 25,933 28,234 (8.1) 146,422 133,321 9.8
</TABLE>
BACK INSIDE COVER PAGE:
This quarterly financial 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.
BACK COVER PAGE:
WESTERN RESOURCES, INC.
818 Kansas Avenue
P.O. Box 889
Topeka, Kansas 66601-0889
Please direct inquires to:
Richard D. Kready
Director, Investor Relations
Home Page : http://www.wstnres.com
E Mail: [email protected]
Phone 913-575-8160
FAX 913-575-8160
This material is not intended to induce or for use in connection with any
sale, offer to sell, or solicitation of an offer to buy any securities of the
company.
WESTERN RESOURCES
[LOGO]
<PAGE>
Exhibit No. (a)(94)
The following news release was issued on August 30, 1996:
WESTERN RESOURCES EXTENDS TENDER OFFER TO OCTOBER 25
TOPEKA, Kansas, August 30, 1996 -- Western Resources today announced it is
extending the expiration date of its exchange offer for Kansas City Power &
Light Company (KCPL) from September 20 to 5 p.m. EDT October 25, 1996.
"Extending the expiration date is a normal practice in this type of
transaction," said John E. Hayes, Jr., Western Resources chairman of the board
and chief executive officer. "KCPL shareowners have just voted on the
UtiliCorp proposal. We believe most KCPL shareowners are interested in knowing
the final vote before they tender their shares to us. The extension of the
expiration date accommodates that desire based on the expected mid-September
vote certification.
"We are still very confident that KCPL management not only failed to
receive the legally required two-thirds vote, but also failed to receive even
a simple majority of those voting on the proposed merger with UtiliCorp," said
Hayes.
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.
At the close of business on Thursday, August 29, KCPL shareowners had
tendered 1.2 million shares of KCPL outstanding common stock.
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, 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.
* 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.
