<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
SCHEDULE 14D-1
(Amendment No. 37)
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
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<PAGE>
This Amendment No. 37 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 8. Persons Retained, Employed or to be Compensated.
Item 8 is hereby amended and supplemented as follows:
In its capacity as Dealer Manager for the Offer, Salomon Brothers Inc
("Salomon") has agreed to use its reasonable best efforts to make arrangements
for a group of soliciting dealers, including Salomon, to execute a Soliciting
Dealer Agreement pursuant to which such soliciting dealers (each, a Soliciting
Dealer) will solicit tenders of Shares pursuant to the Offer. Western Resources
has agreed to pay to each Soliciting Dealer who properly executes a Soliciting
Dealer Agreement prior to the Expiration Date (i) $0.125 per Share for each
Share properly tendered and not withdrawn pursuant to the Offer, up to a maximum
of $250.00 per beneficial owner of Shares, on the first scheduled expiration
date of the Offer on which a majority of the then outstanding Shares have been
properly tendered and not withdrawn pursuant to the Offer and (ii) $0.125 per
Share for each Share properly tendered and not withdrawn pursuant to the Offer,
up to a maximum of $250.00 per beneficial owner of Shares, on the earlier of (x)
the acceptance by Western Resources of Shares for exchange pursuant to the Offer
and (y) the first date of public announcement of a definitive merger agreement
between Western Resources and KCPL. Joint owners are to be treated as a single
owner for purposes of, and only a single fee will be payable under each of
clauses (i) and (ii) of, the preceding sentence.
In order to be paid any fee, a Soliciting Dealer must be designated in
the appropriate section of a properly executed Letter of Transmittal or Notice
of Guaranteed Delivery indicating that such Soliciting Dealer solicited the
tender of the Shares specified therein. No fee will be paid to any Soliciting
Dealer for Shares tendered pursuant to a Notice of Guaranteed Delivery unless
the certificates for such tendered Shares in proper form for transfer, together
with a properly completed and duly executed Letter of Transmittal, with any
required signature guarantees and all other documents required by the Letter of
Transmittal are received by the Exchange Agent within three New York Stock
Exchange, Inc. trading days after the date of execution of such Notice of
Guaranteed Delivery. In addition, acceptance of compensation by a Soliciting
Dealer will constitute a representation by it to Western Resources that (i) it
has complied with the Securities Act of 1933 and the Securities Exchange Act of
1934, each as amended, and, in each such case, the applicable rules and
regulations thereunder, in connection with its solicitation of Shares, and has
undertaken such solicitation only in such states and other jurisdictions where
such solicitation activities may be lawfully undertaken and in accordance with
the laws thereof; (ii) it is entitled to such compensation for such solicitation
under the terms of the Offer and of a properly executed Soliciting Dealer
Agreement; (iii) in soliciting tenders of Shares it has used no soliciting
materials other than those authorized by Western Resources; (iv) it has not
charged a fee to a beneficial owner of Shares in order for such Soliciting
Dealer to complete or help complete a Letter of Transmittal or Notice of
Guaranteed Delivery for such beneficial owner; and (v) it is a member in good
standing of the NASD or a foreign broker or dealer that will not solicit tenders
of Shares within the United States, its territories or possessions, or from
nationals or residents therein, and in each case will comply with the Conduct
Rules of the NASD. Western Resources has agreed to indemnify the Soliciting
Dealers for certain liabilities in connection with their soliciting activities,
including certain liabilities under the federal securities laws.
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby amended and supplemented by adding thereto the
following:
(a)(2)(i) Letter of Transmittal with respect to the Shares, reflecting
October 25, 1996 expiration date of the Offer and Soliciting Dealer information.
(a)(3)(i) Notice of Guaranteed Delivery reflecting
Soliciting Dealer information.
(a)(99) Information mailed on or about September 28, 1996 to certain
KCPL Shareholders.
(a)(100) Information mailed on or about September 28, 1996 to certain
KCPL Shareholders.
(a)(101) Letter to certain KCPL Shareholders mailed on or about
September 28, 1996.
(a)(102) Letter to certain KCPL Shareholders mailed on or about
September 28, 1996.
(a)(103) Letter to certain KCPL Shareholders mailed on or about
September 28, 1996.
(a)(104) Brochure mailed to KCPL Shareholders on or about
September 28, 1996.
(a)(105) Brochure mailed to KCPL Shareholders on or about
September 28, 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.
By: /s/ Jerry D. Courington
Name: Jerry D. Courington
Title: Controller
Dated: September 30, 1996
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
- -------- -----------
(a)(2)(i) Letter of Transmittal with respect to the Shares, reflecting
October 25, 1996 expiration date of the Offer and Soliciting
Dealer information.
(a)(3)(i) Notice of Guaranteed Delivery reflecting
Soliciting Dealer information.
(a)(99) Information mailed on or about September 28, 1996
to certain KCPL Shareholders.
(a)(100) Information mailed on or about September 28, 1996
to certain KCPL Shareholders.
(a)(101) Letter to certain KCPL Shareholders mailed on or
about September 28, 1996.
(a)(102) Letter to certain KCPL Shareholders mailed on or
about September 28, 1996.
(a)(103) Letter to certain KCPL Shareholders mailed on or
about September 28, 1996.
(a)(104) Brochure mailed to KCPL Shareholders on or about
September 28, 1996.
(a)(105) Brochure mailed to KCPL Shareholders on or about
September 28, 1996.
<PAGE>
Exhibit (a)(2)(i)
DOCUMENT 3: STOCK TRANSMITTAL DOCUMENT
LETTER OF TRANSMITTAL
Offer to Exchange Each Outstanding Share of Common Stock
of
KANSAS CITY POWER & LIGHT COMPANY
for
$31.00 of Common Stock
(subject to adjustment)
of
WESTERN RESOURCES, INC.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON OCTOBER 25, 1996 UNLESS THE OFFER IS EXTENDED (THE "EXPIRATION DATE"). SHARES
WHICH ARE TENDERED PURSUANT TO THE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO
THE EXPIRATION DATE.
The Exchange Agent for the Offer is:
HARRIS TRUST COMPANY OF NEW YORK
By Overnight Courier:
77 Water Street, 4th Floor
New York, NY 10005
By Facsimile Transmission
By Mail: (for Eligible Institutions only): By Hand:
Wall Street Station Fax: (212) 701-7636 Receive Window
P.O. Box 1010 (212) 701-7637 77 Water Street, 5th Floor
New York, NY 10268-1010 New York, NY
Confirm by telephone:
(212) 701-7618
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION OF
INSTRUCTIONS VIA FACSIMILE TRANSMISSION, OTHER THAN AS SET FORTH ABOVE WILL NOT
CONSTITUTE A VALID DELIVERY. YOU MUST SIGN THIS LETTER OF TRANSMITTAL WHERE
INDICATED BELOW AND COMPLETE THE SUBSTITUTE FORM W-9 PROVIDED BELOW.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be completed by shareholders if certificates
for Shares (as defined below) are to be forwarded herewith or, unless an Agent's
Message (as defined in the Prospectus) is utilized, if delivery of Shares are to
be made by book-entry transfer to the account maintained by the Exchange Agent
at The Depository Trust Company ("DTC") or the Philadelphia Depository Trust
Company ("PDTC") (DTC and PDTC, collectively, the "Book-Entry Transfer
Facilities"), pursuant to the procedures set forth under "The Offer-Procedure
for Tendering" in the Prospectus. Shareholders who tender Shares by book-entry
transfer are referred to herein as "Book-Entry Shareholders" and other
shareholders are referred to herein as "Certificate Shareholders." Shareholders
whose certificates for Shares are not immediately available or who cannot
deliver their certificates and all other documents required hereby to the
Exchange Agent on or prior to the Expiration Date (as defined in the
Prospectus), or who cannot comply with the book-entry transfer procedures on a
timely basis, may tender their Shares according to the guaranteed delivery
procedure set forth under "The Offer-Procedure for Tendering" in the Prospectus.
See Instruction 2. Delivery of documents to a Book-Entry Transfer Facility does
not constitute delivery to the Exchange Agent (as defined herein).
<PAGE>
[] CHECK HERE IF SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE
ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH A BOOK-ENTRY TRANSFER FACILITY
AND COMPLETE THE FOLLOWING:
Name of Tendering Institution_______________________________________________
Check Box of Applicable Book-Entry Transfer Facility
[] DTC [] PDTC (check one)
Account Number______________________________________________________________
Transaction Code Number_____________________________________________________
[] CHECK HERE IF SHARES ARE BEING TENDERED PURSUANT TO A NOTICE OF GUARANTEED
DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s)_____________________________________________
Date of Execution of Notice of Guaranteed Delivery__________________________
Name of Institution which Guaranteed Delivery_______________________________
If Delivery by Book-Entry Transfer, Check Box of Applicable Book-Entry
Transfer Facility:
[] DTC [] PDTC (check one)
Account Number______________________________________________________________
Transaction Code Number_____________________________________________________
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF SHARES TENDERED
- ----------------------------------------------------------------------------------------------------------------------------
Share Certificates and
Name(s) and Address(es) of Registered Holder(s) Shares Tendered
(Please fill in, if blank, exactly as name(s) appear(s) on the certificate) (Attach additional list if necessary)
- ----------------------------------------------------------------------------------------------------------------------------
Total Number
of Shares Number
Certificate Evidenced by of Shares
Number(s)<F1> Certificate(s)<F1> Tendered<F2>
<S> <C> <C> <C>
------------- ------------------ ------------
------------- ------------------ ------------
------------- ------------------ ------------
------------- ------------------ ------------
------------- ------------------ ------------
------------- ------------------ ------------
Total Shares ------------------ ------------
- ----------------------------------------------------------------------------------------------------------------------------
<FN>
<F1> Need not be completed by shareholders delivering by book-entry transfer.
<F2> Unless otherwise indicated, it will be assumed that all Shares evidenced by
any certificate(s) delivered to the Exchange Agent are being tendered. See
Instruction 4.
</FN>
</TABLE>
<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby delivers to Western Resources, Inc., a Kansas
corporation ("Western Resources"), the above-described shares of common stock,
without par value (the "Shares"), of Kansas City Power & Light Company, a
Missouri corporation ("KCPL"), pursuant to Western Resources' offer to exchange
a number of shares of common stock, par value $5.00 per share, of Western
Resources (the "Western Resources Common Stock") equal to the Exchange Ratio (as
such term is defined in the Prospectus (as defined below)) for each outstanding
Share, upon the terms and subject to the conditions set forth in the Prospectus
dated July 3, 1996 (the "Prospectus"), receipt of which is hereby acknowledged,
and in this Letter of Transmittal (which, together with the Prospectus and any
amendments thereto and hereto constitute the "Offer").
Upon the terms and subject to the conditions of the Offer, subject to, and
effective upon, acceptance of the Shares tendered herewith in accordance with
the terms of the Offer, the undersigned hereby sells, assigns and transfers to,
or upon the order of, Western Resources, all right, title and interest in and to
all of the Shares that are being tendered hereby and any and all Shares and
other securities issued or issuable in respect thereof on or after July 8, 1996
(collectively, "Distributions"), and irrevocably constitutes and appoints the
Exchange Agent the true and lawful agent and attorney-in-fact of the undersigned
with respect to such Shares (and any Distributions), with full power of
substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest), to the full extent of the undersigned's rights with
respect to such Shares (and any Distributions), to (a) deliver such Share
Certificates (as defined herein) (and any Distributions) or transfer ownership
of such Shares (and any Distributions) on the account books maintained by a
Book-Entry Transfer Facility, together in either such case with all accompanying
evidences of transfer and authenticity, to or upon the order of Western
Resources, (b) present such Shares (and any Distributions) for transfer on the
books of KCPL and (c) receive all benefits and otherwise exercise all rights of
beneficial ownership of such Shares (and any Distributions), all in accordance
with the terms and the conditions of the Offer.
The undersigned hereby irrevocably appoints the designees of Western
Resources, and each of them, the attorneys-in-fact and proxies of the
undersigned, each with full power of substitution, to vote in such manner as
each such attorney and proxy or any substitute thereof shall deem proper in the
sole discretion of such attorney-in-fact and proxy or such substitute, and
otherwise act (including pursuant to written consent) with respect to all the
Shares tendered hereby (and any Distributions) which have been accepted by
Western Resources prior to the time of such vote or action, which the
undersigned is entitled to vote at any meeting of shareholders (whether annual
or special and whether or not an adjourned meeting), of KCPL or otherwise. This
proxy and power of attorney is coupled with an interest in the Shares and is
irrevocable and is granted in consideration of, and is effective upon, the
acceptance of such Shares (and any Distributions) by Western Resources in
accordance with the terms of the Offer. Such acceptance for exchange shall
revoke any other proxy granted by the undersigned at any time with respect to
such Shares (and any Distributions) and no subsequent proxies will be given (or,
if given, will not be deemed effective) with respect thereto by the undersigned.
The undersigned understands that in order for Shares to be deemed validly
tendered, immediately upon Western Resources' acceptance of such Shares (and any
Distributions) for exchange Western Resources or its designee must be able to
exercise full voting rights with respect to such Shares (and any Distributions).
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Shares (and any
Distributions) tendered hereby and that when the same are accepted for exchange
by Western Resources, Western Resources will acquire good, marketable and
unencumbered title thereto, free and clear of all liens, restrictions, claims,
charges and encumbrances, and the same will not be subject to any adverse claim.
The undersigned will, upon request, execute and deliver any additional documents
deemed by the Exchange Agent or Western Resources to be necessary or desirable
to complete the sale, assignment, and transfer of the Shares (and any
Distributions) tendered hereby.
All authority herein conferred or agreed to be conferred pursuant to this
Letter of Transmittal shall not be affected by and shall survive the death or
incapacity of the undersigned and any obligation of the undersigned hereunder
shall be binding upon the heirs, personal representatives, successors and
assigns of the undersigned. Subject to the withdrawal rights set forth under
"The Offer-Withdrawal Rights" in the Prospectus, the tender of Shares hereby
made is irrevocable.
<PAGE>
The undersigned understands that tenders of Shares pursuant to any one of the
procedures described under "The Offer-Procedure for Tendering" in the Prospectus
and in the instructions hereto and acceptance of such Shares will constitute a
binding agreement between the undersigned and Western Resources upon the terms
and subject to the conditions set forth in the Offer.
Unless otherwise indicated herein under "Special Issuance Instructions,"
please issue the shares of Western Resources Common Stock and/or any check to be
issued for cash in lieu of fractional shares of Western Resources Common Stock
in the name(s) of the registered holder(s) appearing under "Description of
Shares Tendered." Similarly, unless otherwise indicated under "Special Delivery
Instructions," please mail the Western Resources Common Stock and/or any check
to be issued for cash in lieu of fractional shares of Western Resources Common
Stock to the address(es) of the registered holder(s) appearing under
"Description of Shares Tendered." The undersigned recognizes that Western
Resources has no obligation, pursuant to the Special Payment Instructions, to
transfer any Shares from the name of the registered holder thereof if Western
Resources does not accept any of the Shares so tendered.
IMPORTANT
SIGN HERE
(Please Complete Substitute Form W-9 at the back of this Letter of Transmittal)
Signature(s) of Shareholders(s)________________________________________________
Dated:______________, 1996
(Must be signed by registered holder(s) exactly as name(s) appear(s) on stock
certificate(s) or on a security position listing or by person(s) authorized to
become registered holder(s) by certificate(s) and documents transmitted
herewith. If signature is by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary or
representative capacity, please provide the following information and see
Instruction 5.)
Name(s)________________________________________________________________________
_______________________________________________________________________________
(Please Print)
Capacity (Full Title)__________________________________________________________
Address________________________________________________________________________
_______________________________________________________________________________
(Include Zip Code)
_______________________________________________
(Area Code and Telephone Number)
_______________________________________________
Taxpayer Identification or Social Security No.
(See Substitute Form W-9)
GUARANTEE OF SIGNATURE(S)
(If Required - See Instructions 1 and 5)
Space Below is For Use by Financial Institutions Only.
Financial Institutions: Place Medallion Guarantee in Space Below
Authorized Signature___________________________________________________________
Name___________________________________________________________________________
(Please Type or Print)
Address________________________________________________________________________
(Include Zip Code)
Name of Firm__________________________________ Dated: ____________, 1996
Signature(s) Guaranteed:
IN CERTAIN CIRCUMSTANCES, SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT
UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM).
SEE INSTRUCTIONS 1 AND 5.
<PAGE>
SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 1, 5, 6 and 7)
To be completed ONLY if certificate(s) for the Western Resources Common Stock
and/or any check to be issued for cash in lieu of fractional shares of Western
Resources Common Stock are to be issued in the name of someone other than the
undersigned.
Issue Western Resources Common Stock and/or any check to be issued for cash in
lieu of fractional shares of Western Resources Common Stock to:
Name___________________________________________________________________________
(Please Type or Print)
Address________________________________________________________________________
_______________________________________________________________________________
(Include Zip Code)
_______________________________________________________________________________
(Tax Identification Number)
(See Substitute Form W-9 on Reverse Side)
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 6 and 7)
To be completed ONLY if certificate(s) for the Western Resources Common Stock
and/or any check to be issued for cash in lieu of fractional shares of Western
Resources Common Stock are to be sent to someone other than the undersigned, or
to the undersigned at an address other than that shown above.
Mail Western Resources Common Stock and/or any check to be issued for cash in
lieu of fractional shares of Western Resources Common Stock to:
Name___________________________________________________________________________
(Please Type or Print)
Address________________________________________________________________________
_______________________________________________________________________________
(Include Zip Code)
(See Substitute Form W-9 on Reverse Side)
<PAGE>
SOLICITING DEALER INFORMATION
If you wish, you may identify in the box below the Soliciting Dealer (as
defined below), if any, that solicited your tender. No Soliciting Dealer shall
be entitled to a solicitation fee with respect to your tender of Shares unless
it is appropriately designated below. In order to be paid the solicitation fee
for Shares held in nominee name tendered by a Soliciting Dealer on behalf of a
customer who is the beneficial owner of such Shares, the Soliciting Dealer must
list each customer's name and the number of Shares tendered for such customer on
the lines entitled "Name of Beneficial Owner" and "Number of Shares Tendered",
respectively, provided for such purpose in the box below.
SOLICITED TENDERS
Western Resources will pay to certain designated soliciting dealers that have
properly executed a Soliciting Dealer Agreement prior to the Expiration Date
(each of which is referred to herein as a "Soliciting Dealer") a solicitation
fee of $0.125 per Share (i) for each Share properly tendered and not withdrawn
pursuant to the Offer, up to a maximum of $250.00 per beneficial owner of
Shares, on the first scheduled expiration date of the Offer on which a majority
of the then outstanding Shares have been properly tendered and not withdrawn
pursuant to the Offer and (ii) for each Share properly tendered and not
withdrawn pursuant to the Offer, up to a maximum of $250.00 per beneficial owner
of Shares, for each Share properly tendered and not withdrawn pursuant to the
Offer on the earlier of (x) the acceptance by Western Resources of Shares for
exchange or (y) the public announcement of a definitive merger agreement between
Western Resources and KCPL. Joint owners will be treated as a single owner for
purposes of, and only a single fee will be payable under each of clauses (i) and
(ii) of, the preceding sentence.
The undersigned represents that the Soliciting Dealer which solicited and
obtained the tender evidenced by this Letter of Transmittal is:
Name of Firm .........................................................
(Please Print)
Name of Individual Broker or Financial Consultant ....................
Address ..............................................................
......................................................................
(include Zip Code)
The following to be completed ONLY if a customer's Shares held in nominee name
are tendered by a Soliciting Dealer.
Name of Beneficial Owner Number of Shares Tendered
(Attach additional list if necessary)
.................................. ................................
.................................. ................................
.................................. ................................
The acceptance of compensation by such Soliciting Dealer will constitute a
representation by it to Western Resources that (i) it has complied with the
applicable requirements of the Securities Act of 1933 and the Securities
Exchange Act of 1934, each as amended, and, in each such case, the applicable
rules and regulations thereunder, in connection with its solicitation of Shares,
and has undertaken such solicitation only in such states and other jurisdictions
where such solicitation activities may be lawfully undertaken and in accordance
with the laws thereof; (ii) it is entitled to such compensation for such
solicitation under the terms and conditions of the Offer and of a properly
executed Soliciting Dealer Agreement; (iii) in soliciting tenders of Shares it
has used no soliciting materials other than those authorized by Western
Resources; (iv) it has not charged a fee to a beneficial owner of Shares in
order for such Soliciting Dealer to complete, help complete or transmit a Letter
of Transmittal for such beneficial owner; and (v) it is a member in good
standing of the National Association of Securities Dealers, Inc. (the "NASD")
or, if it is a foreign broker or dealer not eligible for membership in the NASD
it has not solicited tenders of Shares within the United States or from
residents or nationals therein, and in each such case has conformed to the
Conduct Rules of the NASD.
<PAGE>
INSTRUCTIONS
Forming Part of the Terms and Conditions of the Offer
1. Guarantee of Signatures. No signature guarantee is required on this Letter
of Transmittal in cases where (a) this Letter of Transmittal is signed by the
registered holder(s) of the Shares (which term, for purposes of this document,
shall include any participant in one of the Book-Entry Transfer Facilities whose
name appears on a security position listing as the owner of Shares) tendered
herewith and such holder(s) have not completed the instruction entitled "Special
Issuance Instructions" on this Letter of Transmittal or (b) such Shares are
tendered for the account of an Eligible Institution (as defined below).
Otherwise, all signatures on this Letter of Transmittal must be guaranteed by a
financial institution (including most banks, savings and loan associations and
brokerage houses) which is a participant in the Securities Transfer Agents
Medallion Program, the New York Stock Exchange Medallion Signature Guarantee
Program or the Stock Exchange Medallion Program (an "Eligible Institution"). See
Instruction 5.
2. Delivery of Letter of Transmittal and Certificates or Book-Entry
Confirmations. This Letter of Transmittal is to be used either if certificates
are to be forwarded herewith or, unless an Agent's Message is utilized, if
tenders are to be made pursuant to the procedures for tender by book-entry
transfer set forth in "The Offer-Procedure for Tendering" in the Prospectus.
Certificates for all physically tendered Shares ("Share Certificates"), or
confirmation of any book-entry transfer into the Exchange Agent's account at one
of the Book-Entry Transfer Facilities of Shares tendered by book-entry transfer,
as well as this Letter of Transmittal or facsimile thereof, properly completed
and duly executed with any required signature guarantees, and any other
documents required by this Letter of Transmittal, must be received by the
Exchange Agent at one of its addresses set forth herein on or prior to the
Expiration Date (as defined in the Prospectus).
Shareholders whose certificates are not immediately available or who cannot
deliver their certificates and all other required documents to the Exchange
Agent on or prior to the Expiration Date or who cannot complete the procedures
for book-entry transfer on a timely basis may nevertheless tender their Shares
by properly completing and duly executing a Notice of Guaranteed Delivery
pursuant to the guaranteed delivery procedure set forth in "The Offer-Procedure
for Tendering" in the Prospectus. Pursuant to such procedure: (i) such tender
must be made by or through an Eligible Institution; (ii) a properly completed
and duly executed Notice of Guaranteed Delivery substantially in the form made
available by Western Resources must be received by the Exchange Agent on or
prior to the Expiration Date; and (iii) the Share Certificates for all tendered
Shares (or a confirmation of a book-entry transfer of such securities into the
Exchange Agent's account at a Book-Entry Transfer Facility of Shares tendered by
book-entry transfer), in proper form for transfer, together with a properly
completed and duly executed Letter of Transmittal (or facsimile thereof) with
any required signature guarantees (or, in the case of a book-entry delivery, an
Agent's Message) and all other documents required by this Letter of Transmittal,
must be received by the Exchange Agent within three New York Stock Exchange,
Inc. trading days after the date of execution of such Notice of Guaranteed
Delivery.
If Share Certificates are forwarded separately to the Exchange Agent, a
properly completed and duly executed Letter of Transmittal must accompany each
such delivery.
The method of delivery of Share Certificates and all other required documents,
including delivery through any Book-Entry Transfer Facility, is at the option
and risk of the tendering shareholder, and the delivery will be deemed made only
when actually received by the Exchange Agent. If delivery is by mail, registered
mail with return receipt requested, properly insured, is recommended. In all
cases, sufficient time should be allowed to ensure timely delivery.
No alternative, conditional or contingent tenders will be accepted and no
fractional Shares will be accepted. All tendering shareholders, by execution of
this Letter of Transmittal (or facsimile thereof), waive any right to receive
any notice of the acceptance of their Shares for exchange.
3. Inadequate Space. If the space provided herein is inadequate, the
certificate numbers and/or the number of Shares should be listed on a separate
schedule attached hereto.
<PAGE>
4. Partial Tenders (not applicable to shareholders who tender by book-entry
transfer). If fewer than all the Shares evidenced by any certificate submitted
are to be tendered, fill in the number of Shares which are to be tendered in the
box entitled "Number of Shares Tendered." In such cases, new certificate(s) for
the remainder of the Shares that were evidenced by your old certificate(s) will
be sent to you, unless otherwise provided in the appropriate box on this Letter
of Transmittal, as soon as practicable after the Expiration Date. All Shares
represented by certificates delivered to the Exchange Agent will be deemed to
have been tendered unless otherwise indicated.
5. Signatures on Letter of Transmittal; Stock Powers and Endorsements. If this
Letter of Transmittal is signed by the registered holder(s) of the Shares
tendered hereby, the signature must correspond with the name(s) as written on
the face of the certificates without alteration, enlargement or any change
whatsoever.
If any of the Shares tendered hereby are owned of record by two or more joint
owners, all such owners must sign this Letter of Transmittal.
If any of the tendered Shares are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal as there are different registrations of certificates.
If this Letter of Transmittal or any certificates or stock powers are signed
by trustees, executors, administrators, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and proper evidence satisfactory to
Western Resources of their authority so to act must be submitted.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares listed in the box entitled "Number of Shares Tendered" and transmitted
hereby, no endorsements of certificates or separate stock powers are required
unless Western Resources Common Stock or certificates for Shares not tendered or
accepted are to be issued in the name of a person other than the registered
holder(s). Signatures on such certificates or stock powers must be guaranteed by
an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the registered
holder of the certificate(s) listed, the certificate(s) must be endorsed or
accompanied by appropriate stock powers, in either case signed exactly as the
name or names of the registered holder or holders appear on the certificates(s).
Signatures on such certificates or stock powers must be guaranteed by an
Eligible Institution.
6. Stock Transfer Taxes. Western Resources will pay or cause to be paid any
stock transfer taxes with respect to the transfer and sale of Shares to it or
its order pursuant to the Offer to the extent such taxes are a joint obligation
of transferor and transferee. Western Resources will not pay or cause to be paid
any stock transfer taxes to the extent such taxes are the obligation solely of
the transferor. If, however, delivery of the consideration in respect of the
Offer is to be made to, or (in the circumstances permitted hereby) if
certificates for Shares not tendered or accepted are to be registered in the
name of any person other than the registered holder, or if tendered certificates
are registered in the name of any person other than the person(s) signing this
Letter of Transmittal, the tendering holder must provide satisfactory evidence
of the payment of any applicable transfer taxes (whether imposed on the
registered holder or such person) payable on account of the transfer to such
person prior to the delivery of the consideration pursuant to the Offer.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the certificates listed in this Letter of
Transmittal.
7. Special Issuance and Delivery Instructions. If certificates for Western
Resources Common Stock and/or any check to be issued for cash in lieu of
fractional shares of Western Resources Common Stock are to be issued in the name
of a person other than the signer of this Letter of Transmittal or if
certificates for Western Resources Common Stock and/or any check to be issued
for cash in lieu of fractional shares of Western Resources Common Stock are to
be mailed to someone other than the signer of this Letter of Transmittal or to
an address other than that shown above, the boxes marked "Special Issuance
Instructions" or "Special Delivery Instructions" on this Letter of Transmittal
should be completed.
<PAGE>
8. Requests for Assistance or Additional Copies. Questions or requests for
assistance may be directed to, or additional copies of the Prospectus, this
Letter of Transmittal, the Notice of Guaranteed Delivery and other tender offer
materials may be obtained from, the Information Agent or the Dealer Manager at
their respective telephone numbers and/or addresses set forth below or from your
broker, dealer, commercial bank or trust company.
9. Substitute Form W-9. Each tendering shareholder is required to provide the
Exchange Agent with a correct Taxpayer Identification Number ("TIN"), generally
the shareholder's social security or federal employer identification number, on
Substitute Form W-9 below. If a shareholder fails to provide a TIN to the
Exchange Agent, such shareholder may be subject to a $50 penalty imposed by the
Internal Revenue Service. In addition, payments of cash in lieu of fractional
shares of Western Resources Common Stock that are made to such shareholder with
respect to Shares accepted pursuant to the Offer may be subject to backup
withholding of 31%. The box in Part 3 of the form may be checked if the
tendering shareholder has not been issued a TIN and has applied for a number or
intends to apply for a number in the near future. If the box in Part 3 is
checked and the Exchange Agent is not provided with a TIN within 60 days, the
Exchange Agent will withhold 31% of all payments of cash thereafter until a TIN
is provided to the Exchange Agent. The shareholder is required to give the
Exchange Agent the social security number or employer identification number of
the record owner of the Shares or of the last transferee appearing on the stock
powers attached to, or endorsed on, the Shares. If the Shares are in more than
one name or are not in the name of the actual owner, consult the enclosed
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 for additional guidance on which number to report.
Important: This Letter of Transmittal or a facsimile copy hereof (together
with Share Certificates or confirmation of book-entry transfer and all other
required documents) or the Notice of Guaranteed Delivery must be received by the
Exchange Agent on or prior to the Expiration Date.
IMPORTANT TAX INFORMATION
Certain shareholders (including, among others, all corporations and certain
foreign individuals) are not subject to backup withholding. In order for a
foreign individual to qualify as an exempt recipient, that shareholder must
submit a Form W-8, signed under penalties of perjury, attesting to that
individual's exempt status. A Form W-8 can be obtained from the Exchange Agent.
See the enclosed Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9 for additional instructions.
Backup withholding is not an additional tax. Rather, the tax liability of
persons subject to backup withholding will be reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes, a refund may be
obtained from the Internal Revenue Service.
<PAGE>
TO BE COMPLETED BY ALL TENDERING SHAREHOLDERS
(See Instruction 9)
PAYER'S NAME: HARRIS TRUST COMPANY OF NEW YORK
SUBSTITUTE
Form W-9
Department of the Treasury
Internal Revenue Service
Payer's Request for Taxpayer
Identification Number (TIN)
PART 1-PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND
DATING BELOW.
Social Security Number or Employer Identification Number
- -------------------------------------------------------------------------------
PART 2-Certificates-Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification Number
(or I am waiting for a number to be issued to me); and
(2) I am not subject to backup withholding because (i) I am exempt from backup
withholding, (ii) I have not been notified by the Internal Revenue Service
(the "IRS") that I am subject to backup withholding as a result of a failure
to report all interest or dividends, or (iii) the IRS has notified me that I
am no longer subject to backup withholding.
- -------------------------------------------------------------------------------
Certification Instructions-You must cross out item (2) in Part 2 above if you
have been notified by the IRS that you are subject to backup withholding because
of under-reporting interest or dividends on your tax return. However, if after
being notified by the IRS that you were subject to backup withholding you
received another notification from the IRS stating that you are no longer
subject to backup withholding, do not cross out item(2).
- -------------------------------------------------------------------------------
SIGNATURE_____________________________________ DATE____________________________
NAME (Please Print)____________________________________________________________
- -------------------------------------------------------------------------------
Part 3 -
Awaiting TIN []
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY CASH PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE
REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 3 OF SUBSTITUTE FORM W-9
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a Taxpayer Identification Number has
not been issued to me, and either (i) I have mailed or delivered an application
to receive a Taxpayer Identification Number to the appropriate Internal Revenue
Service Center or Social Security Administration Office or (ii) I intend to mail
or deliver an application in the near future. I understand that if I do not
provide a Taxpayer Identification Number within 60 days, 31% of all reportable
payments made to me thereafter will be withheld until I provide a number.
- -------------------------------------- ----------------------------------------
Signature Date
- --------------------------------------
Name (Please Print)
<PAGE>
The Information Agent for the Offer is:
Georgeson & Company Inc.
Wall Street Plaza
New York, New York 10005
1-800-223-2064
The Dealer Manager for the Offer is:
Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
(212) 783-6593 (collect)
The Exchange Agent for the Offer is:
HARRIS TRUST COMPANY OF NEW YORK
By Overnight Courier:
77 Water Street, 4th Floor
New York, NY 10005
By Facsimile Transmission
By Mail: (for Eligible Institutions only): By Hand:
Wall Street Station Fax: (212) 701-7636 Receive Window
P.O. Box 1010 (212) 701-7637 77 Water Street, 5th Floor
New York, NY 10268-1010 New York, NY
Confirm by telephone:
(212) 701-7618
Exhibit (a)(3)(i)
NOTICE OF GUARANTEED DELIVERY
Offer to Exchange Each Outstanding Share of Common Stock
of
KANSAS CITY POWER & LIGHT COMPANY
for
$31.00 of Common Stock
(subject to adjustment)
of
WESTERN RESOURCES, INC.
(Not To Be Used For Signature Guarantee)
As set forth in "The Offer-Procedure for Tendering" in the Prospectus,
dated July 3, 1996 (the "Prospectus"), this form or one substantially equivalent
hereto must be used to accept the Offer (as defined below) if certificates for
shares of common stock, without par value (the "Shares"), of Kansas City Power &
Light Company, a Missouri corporation, are not immediately available, if the
certificates and all other required documents cannot be delivered to the
Exchange Agent prior to the Expiration Date (as defined in the Prospectus), or
if the procedure for book-entry transfer cannot be completed on a timely basis.
Such form may be delivered by hand or transmitted by telegram, facsimile
transmission or mail to the Exchange Agent, and must include a guarantee by an
Eligible Institution (as defined in the Prospectus). See "The Offer-Procedure
for Tendering" in the Prospectus.
The Exchange Agent for the Offer is:
HARRIS TRUST COMPANY OF NEW YORK
By Overnight Courier:
77 Water Street, 4th Floor
New York, NY 10005
By Mail: By Facsimile By Hand
Transmission
(for Eligible
Institutions only):
Wall Street Station Fax: (212)701-7636 Receive Window
P.O. Box 1010 (212)701-7637 77 Water Street,
New York, NY 5th Floor
10268-1010 New York, NY
Confirm Facsimile
Transmission by Telephone:
(212) 701-7618
------------
<PAGE>
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN
AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION
OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
This form is not to be used to guarantee signatures. If a signature on
a Letter of Transmittal is required to be guaranteed by an Eligible Institution
under the instructions thereto, such signature guarantee must appear in the
applicable space provided in the signature box on the Letter of Transmittal.
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to Western Resources, Inc., a Kansas
corporation, upon the terms and subject to the conditions set forth in the
Prospectus, dated July 3, 1996, and in the related Letter of Transmittal (which
together constitute the "Offer"), receipt of which is hereby acknowledged, the
number of Shares shown in the Box below pursuant to the guaranteed delivery
procedures set forth under "The Offer-Procedure for Tendering" in the
Prospectus.
____________ Shares
Certificate Nos.
for Shares Name(s) of Record Holder(s)
(if available) ____________ ___________________________
___________________________ ___________________________
(Please Type or Print)
Address(es) _______________
___________________________
(Zip Code)
Check ONE box if Shares
will be tendered by book- Area Code and Tel. No(s).
entry transfer: ___________________________
_
|_| The Depository Trust Company
_
|_| Philadelphia Depository Trust Signature(s) ______________
Company ___________________________
Account Number ____________ Dated _______________, 1996
THE GUARANTEE BELOW MUST BE COMPLETED.
GUARANTEE
(Not To Be Used For Signature Guarantee)
The undersigned, a financial institution which is a participant in the
Securities Transfer Agents Medallion Program, the New York Stock Exchange
Medallion Signature Guarantee Program or the Stock Exchange Medallion Program,
guarantees (a) that the above named person(s) has (have) a "net long position"
in the Shares tendered hereby within the meaning of Rule 14e-4 under the
Securities Exchange Act of 1934, as amended, and (b) to deliver to the Exchange
Agent, at one of its addresses set forth above, certificates representing the
Shares tendered hereby, in proper form for transfer, or confirmation of
book-entry transfer of such Shares into the Exchange Agent's accounts at The
Depository Trust Company or the Philadelphia Depository Trust Company, in each
case with delivery of a properly completed and duly executed Letter of
Transmittal (or a facsimile copy thereof), or an Agent's Message (as defined in
the Prospectus) in the case of book-entry transfer, and any other documents
required by the Letter of Transmittal, within three (3) New York Stock Exchange,
Inc. trading days of the date hereof.
Name of Firm ___________________ ___________________________
(Authorized Signature)
Address ________________________ Title _____________________
________________________________ Name ______________________
(Zip Code) (Please Type or Print)
Area Code and Tel. No. _________ Dated _______________, 1996
NOTE: DO NOT SEND CERTIFICATES FOR SHARES WITH THIS
NOTICE. SHARE CERTIFICATES SHOULD BE SENT WITH
YOUR LETTER OF TRANSMITTAL.
<PAGE>
SOLICITING DEALER INFORMATION
If you wish, you may identify in the box below the Soliciting Dealer
(as defined below), if any, that solicited your tender. No Soliciting Dealer
shall be entitled to a solicitation fee with respect to your tender of Shares
unless it is appropriately designated below. In order to be paid the
solicitation fee for Shares held in nominee name tendered by a Soliciting Dealer
on behalf of a customer who is the beneficial owner of such Shares, the
Soliciting Dealer must list each customer's name and the number of Shares
tendered for such customer on the lines entitled "Name of Beneficial Owner" and
"Number of Shares Tendered", respectively, provided for such purpose in the box
below.
SOLICITED TENDERS
Western Resources will pay to certain designated soliciting dealers
that have properly executed a Soliciting Dealer Agreement prior to the
Expiration Date (each of which is referred to herein as a "Soliciting Dealer") a
solicitation fee of (i) $0.125 per Share for each Share properly tendered and
not withdrawn pursuant to the Offer, up to a maximum of $250.00 per beneficial
owner of Shares, on the first scheduled expiration date of the Offer on which a
majority of the then outstanding Shares have been properly tendered and not
withdrawn pursuant to the Offer and (ii) $0.125 per Share for each Share
properly tendered and not withdrawn pursuant to the Offer, up to a maximum of
$250.00 per beneficial owner of Shares, for each Share properly tendered and not
withdrawn pursuant to the Offer on the earlier of (x) the acceptance by Western
Resources of Shares for exchange or (y) the public announcement of a definitive
merger agreement between Western Resources and KCPL. Joint owners will be
treated as a single owner for purposes of, and only a single fee will be payable
under each of clauses (i) and (ii) of, the preceding sentence.
The undersigned represents that the Soliciting Dealer which solicited
and obtained the tender pursuant to this Notice of Guaranteed Delivery is:
Name of Firm______________________________________
(Please Print)
Name of Individual Broker or Financial Consultant
__________________________________________________
Address___________________________________________
__________________________________________________
(include Zip Code)
<PAGE>
The following to be completed ONLY if a customer's Shares held in
nominee name are tendered by a Soliciting Dealer.
Name of Beneficial Owner Number of Shares Tendered
(Attach additional lines if necessary)
- --------------------------- ---------------------------
- --------------------------- ---------------------------
- --------------------------- ---------------------------
The acceptance of compensation by such Soliciting Dealer will
constitute a representation by it to Western Resources that (i) it has complied
with the applicable requirements of the Securities Act of 1933 and the
Securities Exchange Act of 1934, each as amended and, in each such case, the
applicable rules and regulations thereunder, in connection with its solicitation
of Shares, and has undertaken such solicitation only in such states and other
jurisdictions where such solicitation activities may be lawfully undertaken and
in accordance with the laws thereof; (ii) it is entitled to such compensation
for such solicitation under the terms and conditions of the Offer and of a
properly executed Soliciting Dealer Agreement; (iii) in soliciting tenders of
Shares it has used no soliciting materials other than those authorized by
Western Resources; (iv) it has not charged a fee to a beneficial owner of Shares
in order for such Soliciting Dealer to complete, help complete or transmit a
Letter of Transmittal or Notice of Guaranteed Delivery for such beneficial
owner; and (v) it is a member in good standing of the National Association of
Securities Dealers, Inc. (the "NASD") or, if it is a foreign broker or dealer
not eligible for membership in the NASD it has not solicited tenders of Shares
within the United States or from residents or nationals therein, and in each
such case has conformed to the Conduct Rules of the NASD.
<PAGE>
The Exchange Agent for the Offer is:
HARRIS TRUST COMPANY OF NEW YORK
By Overnight Courier:
77 Water Street, 4th Floor
New York, NY 10005
By Mail: By Facsimile By Hand:
Transmission
(for Eligible
Institutions only):
Wall Street Station Fax: (212)701-7636 Receive Window
P.O. Box 1010 (212)701-7637 77 Water Street,
New York, NY 5th Floor
10268-1010 New York, NY
Confirm Facsimile
Transmission by Telephone:
(212) 701-7618
The Information Agent for the Offer is:
GEORGESON
& COMPANY INC.
Wall Street Plaza
New York, New York 10005
1-800-223-2064
The Dealer Manager for the Offer is:
Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
(212) 783-6593 (collect)
<PAGE>
Exhibit (a)(99)
Western Resources(R)
Many KCPL shareowners have asked for
easy-to-understand, but thorough
information about our offer. We hope the
enclosed materials address your questions
and concerns.
First, please read the letter from Western
Resources' CEO John Hayes. Then follow the
steps numbered 1, 2, 3.
Step 1. The first document supplies you
with answers to many of the questions we
have been asked about tendering your
shares.
Step 2. The second document provides you
with information about Western Resources'
financial strength and vision.
Step 3. Now, just call your broker to
instruct them to tender your shares.
Our goal is to keep you informed while
bringing this matter to an end as quickly
as possible and begin the future of an
exciting new company.
So, please read the material, follow the
instructions, and let us know if you have
questions.
It is as easy as 1, 2, 3.
<PAGE>
Exhibit (a)(100)
Western Resources(R)
Many KCPL shareowners have asked for
easy-to-understand, but thorough
information about our offer. We hope the
enclosed materials address your questions
and concerns.
First, please read the letter from Western
Resources' CEO John Hayes. Then refer to
the documents numbered 1, 2, 3, 4.
Document 1 supplies you with answers to
many of the questions we have been asked
about tendering your shares.
Document 2 provides you with information
about Western Resources' financial
strength and vision.
Document 3 is the legal transmittal
document you need to fill out in order to
tender your shares.
Document 4 is the return envelope to make
sure your tender goes to the correct
place.
Our goal is to keep you informed while
bringing this matter to an end as quickly
as possible and begin the future of an
exciting new company.
So, please read the material, follow the
instructions, and let us know if you have
questions.
It is as easy as 1, 2, 3, 4.
<PAGE>
Exhibit (a)(101)
Western Resources(R)
John E. Hayes, Jr.
Chairman of the Board
and Chief Executive Officer
Dear KCPL Shareowner:
Now, it is official!
KCPL shareowners have rejected the proposed merger with UtiliCorp in
convincing fashion. The official vote total shows only 38 percent of the KCPL
shareowners voted in favor of the UtiliCorp proposal, a sound defeat.
Now, it is time to bring this offer to merge to a conclusion. You are very
important in deciding this issue. Individual shareowners such as you hold the
majority of shares in KCPL. Your actions are necessary to bring this matter to a
close as quickly as possible.
Many KCPL shareowners told us they want KCPL to be positioned well to
compete in the changing energy environment and to continue to be financially
strong, but joined with another financially strong company with diversified
products. Western Resources has the only offer on the table to provide you with
enhanced value and the vision to compete in the new energy marketplace. An
overwhelming number of financial analysts who follow the industry have urged
support for the Western Resources offer.
We believe the best way to resolve the future of KCPL is for you to tender
your shares to Western Resources now. We continue to offer $31 of Western
Resources common stock and a projected dividend increase that is up to 45
percent greater than KCPL's current dividend.* We expect the transaction to
close in 1997.
You can tender your shares through a simple process and you do not give up
any of your rights. All of your dividends will continue to come to you as they
always have, and you will continue to vote your shares. We are enclosing
easy-to-understand information about the process. It is marked as DOCUMENT 1. It
answers questions many of you have asked over the past few weeks about tendering
your shares. I know the process may seem complicated, but we have tried to make
it as simple as possible.
You can learn more about Western Resources by referring to DOCUMENT 2.
Simply follow the instructions on the transmittal document, DOCUMENT 3.
After following the instructions, put your transmittal document, along with your
stock certificates, into DOCUMENT 4, the return envelope.
<PAGE>
Once you tender your shares, our goal is to keep communication to you to a
minimum. You will still receive the information you want to know about the
Western Resources/KCPL combination, but we will significantly limit the mail you
will receive from us and, barring a sudden need to get in touch with you, we
will not call you after you tender your shares. You can reach us anytime with
questions through our Information Agent, Georgeson & Company, Inc., by calling
toll-free 1-800-223-2064.
Thank you for your time, attention and support in recent months. Let's
finish what we have begun and work together in an innovative new company.
Sincerely,
/s/ John Hayes
John E. Hayes, Jr.
* 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 packet of information 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 jurisdiction where securities, blue sky or other laws require such
offer 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 (a)(102)
Western Resources(R)
John E. Hayes, Jr.
Chairman of the Board
and Chief Executive Officer
Dear KCPL Shareowner:
Now, it is official!
KCPL shareowners have rejected the proposed merger with UtiliCorp in
convincing fashion. The official vote total shows only 38 percent of the KCPL
shareowners voted in favor of the UtiliCorp proposal, a sound defeat.
Now, it is time to bring this offer to merge to a conclusion. You are very
important in deciding this issue. Individual shareowners such as you hold the
majority of shares in KCPL. Your actions are necessary to bring this matter to a
close as quickly as possible.
Many KCPL shareowners have told us they want KCPL to be positioned well to
compete in the changing energy environment and to continue to be financially
strong, but joined with another financially strong company with diversified
products. Western Resources has the only offer on the table to provide you with
enhanced value and the vision to compete in the new energy marketplace. An
overwhelming number of financial analysts who follow the industry have urged
support for the Western Resources offer.
We believe the best way to resolve the future of KCPL is for you to tender
your shares to Western Resources now. We continue to offer $31 of Western
Resources common stock and a projected dividend increase that is up to 45
percent greater than KCPL's current dividend.* We expect the transaction to
close in 1997.
You can tender your shares through a simple process and you do not give up
any of your rights. All of your dividends will continue to come to you as they
always have, and you will continue to vote your shares. Just follow Steps 1, 2,
3.
Step 1. We are enclosing easy-to-understand information about the process.
It is marked as DOCUMENT 1. It answers questions many of you have asked over the
past few weeks about tendering your shares. Your broker can assist you with any
questions you may have. You can also reach us anytime with questions through our
Information Agent, Georgeson & Company, Inc., by calling toll-free at
1-800-223-2064.
Step 2. You can learn more about Western Resources by referring to DOCUMENT
2.
<PAGE>
Step 3. Please call your broker to instruct them that you wish to tender
your shares to Western Resources. They will give you specific instructions to
follow.
Thank you for your time, attention and support in recent months. Let's
finish what we have begun and work together in an innovative new company.
Sincerely,
/s/ John Hayes
John E. Hayes, Jr.
* 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 packet of information 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 jurisdiction where securities, blue sky or other laws require such
offer 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 (a)(103)
Western Resources(R)
John E. Hayes, Jr.
Chairman of the Board
and Chief Executive Officer
Dear KCPL Shareowner:
As you know, KCPL shareowners have rejected the proposed merger with
UtiliCorp in convincing fashion. The official vote total shows only 38 percent
of the KCPL shareowners voted in favor of the UtiliCorp proposal, soundly
defeating it.
Now, it is time to bring this offer to merge to a conclusion. You are very
important in deciding this issue. Individual shareowners such as you hold the
majority of shares in KCPL. Your actions are necessary to bring this matter to a
close as quickly as possible.
A quality company like KCPL deserves a quality partner with a record of
keeping its promises on such issues as no layoffs and corporate citizenship. You
want KCPL to be positioned well to compete in the changing energy environment.
You want KCPL to continue to be financially strong, but joined with another
financially strong company with diversified products. Western Resources has the
only offer on the table to provide you with enhanced value and the vision to
compete in the new energy marketplace. In addition, Western Resources not only
shares customers and assets with KCPL, but also shares the same Midwestern
culture that has helped both companies succeed.
We believe the best way to resolve the future of KCPL is to tender your
shares to Western Resources now. We continue to offer $31 of Western Resources
common stock and a projected dividend increase that is up to 45 percent greater
than KCPL's current dividend.* We expect the transaction to close in 1997.
You can tender your shares through a simple process and you do not give up
any of your rights. All of your dividends will continue to come to you as they
always have, and you will continue to vote your shares. We are enclosing
easy-to-understand information about the process. It is marked as DOCUMENT 1. It
answers questions many of you have asked over the past few weeks about tendering
your shares. I know the process may seem complicated, but we have tried to make
it as simple as possible.
You can learn more about Western Resources by referring to DOCUMENT 2.
Simply follow the instructions on the transmittal document, DOCUMENT 3.
After following the instructions, put your transmittal document, along with your
stock certificates, into DOCUMENT 4, the return envelope.
<PAGE>
Once you tender your shares, our goal is to keep communication to you to a
minimum. You will still receive the information you want to know about the
Western Resources/KCPL combination, but we will significantly limit the mail you
will receive from us and, barring a sudden need to get in touch with you, we
will not call you after you tender your shares. You can reach us anytime with
questions through our Information Agent, Georgeson & Company, Inc., by calling
toll-free at 1-800-223-2064.
Thank you for your time, attention and support in recent months. We want to
grow KCPL's significant positive impact on Kansas City's economy and community.
Let's finish what we have begun and work together in an innovative new company
Sincerely,
/s/ John Hayes
John E. Hayes, Jr.
* 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 packet of information 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 jurisdiction where securities, blue sky or other laws require such
offer 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 (a)(104)
DOCUMENT 1: QUESTIONS AND ANSWERS ON TENDERING
"What I want to know is . . . "
Clear Answers
to the Most Commonly Asked Questions
About Tendering Your Shares
What does it mean to "tender my shares?"
It means you, as the owner of the KCPL stock, accept Western Resources' offer to
exchange your stock for Western Resources stock at the exchange rate we have
offered. In this case, it is $31 of Western Resources stock, as long as Western
Resources' average stock price is between $28.18 and $33.23 at closing. The
final conversion of your KCPL shares to Western Resources stock will occur when
all necessary steps for the Western Resources/KCPL offer have been completed,
which we anticipate will happen in late 1997.
Why does KCPL need to merge with anyone at all?
The energy marketplace is changing rapidly. In the next few years, customers
will choose their electric service in much the same way as they now choose
long-distance telephone companies.
In this competitive environment, we believe a Western Resources/KCPL combination
brings a number of strengths to KCPL:
o Stronger Company. A Western Resources/KCPL combination will result in a
$9 billion company, more than 200 percent larger than KCPL alone. It will
combine two companies with strong bond ratings. Plus, by joining with
Western Resources, KCPL will merge with a company that has paid dividends
every year since its founding in 1924 and that has increased dividends
every year for the past 20 years.
o Regional Strength. A combined Western Resources/KCPL provides a great
Midwestern base of strength by bringing together adjoining utilities.
o Product Diversity. By combining with Western Resources, KCPL enters into
natural gas, other diversified energy markets, home security and
international power development.
o Vision. Using the regional base as a springboard, the combined company
will be a strong competitor in the new energy marketplace. For example,
Western Resources is a leader in wholesale power sales and was one of the
first utilities in the nation to see the potential in home security.
Together, KCPL and Western Resources will provide a company to market
energy services across the nation under one brand name.
<PAGE>
o International Reach. Through our subsidiary, The Wing Group, Western Resources
provides KCPL with access to international energy markets. The Wing Group is
considered the premier international developer of power projects.
o Greater Future. Together, KCPL and Western Resources immediately will be
perceived as a significant player in the regional, national and international
energy scene.
Why should I tender now?
Tendering your shares is the only way to take advantage of our offer. Further,
it is our hope that a strong response to our tender offer, coupled with the
recent defeat of the UtiliCorp proposal, will bring the KCPL board to the table
where, for the first time, we can present our business plan for a merged
company. You, as the owner of KCPL, will make that happen. By tendering your
shares now, you can bring about this merger and its value to you in the quickest
way possible.
There is yet another advantage of tendering now. If you are a registered holder
of KCPL shares, once you tender, the volume of mail and calls you will receive
on this matter from Western Resources will be largely eliminated!
If I tender my shares, what happens to them? Are they still mine?
Yes. You will still receive the KCPL dividends from your shares and you can
still vote your shares until the actual exchange takes place. At that time you
will begin receiving the Western Resources' dividend. After you tender you can
have your shares returned at any time until Western Resources completes the
offer and exchanges your shares for Western Resources stock.
We recommend that you send your shares to us by registered mail so you will
receive an acknowledgment for your records of their receipt by us.
How do I get my KCPL dividends if you have my shares?
Western Resources and its agent, Harris Trust, are really just a "safety deposit
box" for the shares until the offer is complete. At that time, we will exchange
the KCPL shares for Western Resources shares and send the Western Resources
shares to you. In the meantime, you will continue to be a KCPL shareowner,
continue to receive dividends directly from KCPL and continue to have all the
voting rights of your KCPL shares.
What if I want to sell my shares after I tender?
If you need to sell your shares for any reason, the process for returning them
to your possession is quick and easy. For registered shareholders, all you have
to do is:
1. mail or fax your request to Harris Trust;
2. give them 24 hours to process; and
3. have your shares sent by overnight delivery.
Using this process, most registered shareowners can get their shares in three
days.
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<PAGE>
If your shares are in "street name," that is, held for you by a brokerage house
or bank, the process is even quicker because of electronic transfers. These can
usually be done within a day, depending on your broker.
What if my certificates are lost?
All you have to do is inform us that you wish to tender and that your
certificates are lost. We will help you follow the necessary procedure to get
replacement certificates. It is not complicated, and we will help you to make
sure it is done correctly.
Can I just sell my stock today?
Yes, or you can tender it to us. The exchange of your stock for Western
Resources stock will be tax-free.
I belong to a dividend reinvestment program. Can I still tender my shares?
The shares currently in your possession can be tendered. Participants in the
KCPL dividend reinvestment plan will receive specific instructions on how to
tender their shares. Any additional stock you receive through this program can
also be tendered by following the tender process for the newly acquired shares.
If I have used my KCPL stock for collateral for a loan, can I still tender?
That is up to your lending institution. Since the stock is being exchanged for
Western Resources stock, many lending institutions may agree to tender it for
you with them holding the notification of tender.
If you are talking about completing the offer next year, why have you set
October 25 as the expiration date for the tender offer?
The October 25, 1996, date is the preliminary expiration date for the tender
offer. We hope that, with a strong showing in the tendering process, the board
of directors of KCPL will discuss a merger with us.
What percentage of KCPL's outstanding shares does Western Resources need to make
the merger work?
Western Resources believes if a majority of shares are tendered, it can
successfully begin the process of merging the companies. With a majority of
shares tendered, we believe the KCPL board should honor the wishes of its
shareowners and begin working out a friendly merger. If the KCPL board still
does not act positively on our offer, KCPL shareowners have the power to elect a
new board, who will support a Western Resources/KCPL combination.
Why can't Western Resources be more definitive on the amount of stock and when
the transaction will close?
First, the $31 per share of Western Resources stock is backed by the performance
of our stock. The chart below clearly demonstrates the calculations of stock
price and dividends to KCPL shareowners. There has been no period in the last
two years in which Western Resources' average price was outside the collar.
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<PAGE>
This range is the only financially sound way to guarantee that KCPL and Western
Resources will come together to form a strong company. It protects the investors
of both companies.
As far as the transaction closing date, it is very much in line with the earlier
UtiliCorp merger timeline. We anticipate this will all come to a successful
conclusion in 1997.
Calculation of stock price and dividends to
KCPL shareowners - post-merger
indicated dividends
<TABLE>
<CAPTION>
Western Exchange Stock Premium Dividend Increase
Stock Ratio Value to KCPL to KCPL in KCPL
Price WR/KCPL to KCPL April 12<F1> Holders<F2> Dividend
------- -------- ------- ------------ ----------- --------
<S> <C> <C> <C> <C> <C> <C>
$27.00 1.100 $29.70 24.4% 2.35 45.1%
27.50 1.100 30.25 26.7% 2.35 45.1%
Collar 28.00 1.100 30.80 29.0% 2.35 45.1%
- ------------------------------------------------------------------------------------------
28.18 1.100 31.00 29.8% 2.35 45.1%
28.50 1.088 31.00 29.8% 2.33 43.8%
29.00 1.069 31.00 29.8% 2.29 41.4%
29.50 1.051 31.00 29.8% 2.25 38.9%
30.00 1.033 31.00 29.8% 2.21 36.4%
30.50 1.016 31.00 29.8% 2.18 34.6%
31.00 1.000 31.00 29.8% 2.14 32.1%
31.50 0.984 31.00 29.8% 2.11 30.2%
32.00 0.969 31.00 29.8% 2.07 27.8%
32.50 0.954 31.00 29.8% 2.04 25.9%
33.00 0.939 31.00 29.8% 2.01 24.1%
Collar 33.23 0.933 31.00 29.8% 2.00 23.5%
- ------------------------------------------------------------------------------------------
33.50 0.933 31.26 30.9% 2.00 23.5%
34.00 0.933 31.72 32.9% 2.00 23.5%
34.50 0.933 32.19 34.8% 2.00 23.5%
- ------
<FN>
<F1> April 12, 1996, was the last trading day before Western Resources announced its
original offer to merge with KCPL. KCPL's closing stock price on April 12, 1996 was
23 7/8.
<F2> Based on projected 1998 post-merger indicated dividend of $2.14 as projected in
Western Resources' proposed exchange offer and the applicable exchange ratio.
</FN>
</TABLE>
Describe Western Resources' financial condition after this transaction goes
through.
It is the large amount of savings that makes this combination of Western
Resources and KCPL financially viable both near- and long-term. The adjoining
service area, the shared customer base and the $2 billion in shared assets all
combine to make these savings real and achievable.
Based on our projections, our debt-to-equity ratio will remain within industry
standards.
Consider this: We explained our post-merger financial strength to many experts,
including Wall Street financial analysts. They reviewed our financial picture.
As a result, these experts and institutional investors who looked at our
financials in detail overwhelmingly supported Western Resources in the
UtiliCorp/KCPL vote.
4
<PAGE>
Also, remember that Western Resources has a track record of making a major
merger work to add financial strength to the company. By keeping its promises on
financial projections (including savings), customer rebates and no layoffs in
the merger with KGE in 1992, Western Resources emerged with greater financial
strength.
What will happen to the value of my KCPL stock if KCPL senior management is
successful in putting up roadblocks to a Western Resources merger?
There is no way to predict the value of KCPL stock if a merger with Western
Resources is not completed.
However, it is important to note that the price of KCPL stock just before
Western Resources first made its offer public was just 23 7/8, far below where
the KCPL stock has been trading since we made our offer.
What will happen if the offer cannot be completed?
If for some reason the offer is not completed and is terminated, then all shares
tendered will be returned to you.
Is Western Resources paying a soliciting dealer fee? If so, why?
It is extremely important to us that you receive our exchange offer materials
expeditiously and have the opportunity to complete your tender as early as
possible. Therefore, we have arranged for Soliciting Dealers to be available to
assist you in answering your questions, completing the forms, and tendering your
KCPL shares.
On page 6 of the blue Letter of Transmittal, you will notice a box entitled
"Solicited Tenders." You may use this space to identify the Soliciting Dealer,
if any, who solicited your tender of KCPL shares and assisted you with the
tendering process. Should you designate a Soliciting Dealer, we will pay that
Soliciting Dealer, upon the occurrence of certain conditions, an administrative
fee of up to 25 cents per share for each KCPL share you tender, up to a maximum
of $500 per holder. This fee is being paid to the Soliciting Dealers to
compensate them for the time it takes them to do this work for you and us.
Federal securities laws require that soliciting dealer fees be paid only to
eligible broker-dealers and prohibit the payment of any such fees to tendering
shareowners. In order to obtain this fee, the Soliciting Dealers may not charge
you any fee for this service.
We hope the soliciting dealers will assist you with the tender process.
Additionally, if you have any questions you may call our information agent,
Georgeson & Company, Inc., toll-free at 1-800-223-2064.
5
<PAGE>
Exhibit (a)(105)
DOCUMENT 2: WHO IS WESTERN RESOURCES?
Who is Western Resources?
Western Resources is a financially strong, well-managed company with a solid
balance sheet and a foundation for growth.
First, the numbers.
Western Resources is nearly a $6 billion company, twice as large as KCPL.
Western Resources has paid dividends every year since its founding in 1924 and
dividends have been increased every year for the last 20 years. Western
Resources is a strong companion for KCPL.
Now, the strength behind the numbers.
Western Resources brings to KCPL a diverse product mix, a vision that has
successfully identified opportunities in the marketplace, and a strategically
directed international reach. What this means for you is that tendering your
KCPL shares will bring your investment into this exciting and growing company.
It also means that your investment continues to earn value through the
diversified, strategic business approach Western Resources employs to meet the
competitive issues facing the changing energy industry.
As you know, Western Resources sells electricity and natural gas to more than
1.2 million customers in Kansas and Oklahoma. But did you also know that Western
Resources, through its Westar Security subsidiary, is one of the fastest growing
security services companies in the United States?
Western Resources was one of the first energy companies to understand the value
of monitored security services. There are only four streams of technology into
any home or business: energy, security, communication, and entertainment. At
Western Resources, we believe consumers nationwide understand the logical
compatibility between energy and security services, seeking the convenience of
one provider for both.
As a result, Westar Security is taking advantage of opportunities to add new
customers to the company, new customers who someday will have a choice of energy
providers and related energy products and services. It is an aggressive
marketing approach that complements our energy business and provides customers
choices as their lifestyles continue to demand comfort and convenience.
<PAGE>
Western Resources just recently reached an agreement that puts it in a major
position in power development projects in the People's Republic of China, one of
the fastest growing electricity markets in the world. Western Resources is
working with China Power International Holdings, Ltd. on several power projects
with generating capacities totaling more than 2,000 megawatts of low-cost power
production.
Finally, there is the vision for success. Western Resources has a record of
seeing opportunities, seizing them and making them work for shareowner value.
Examples include the successful Kansas Gas and Electric (KGE) merger and the ADT
investment. Western Resources can clearly see how a combination with KCPL can
provide operational savings and position the combined company in the changing
marketplace.
Western Resources' management team has ability, vision and industry respect.
John E. Hayes, Jr., chairman and chief executive officer, has led Western
Resources since 1989. Hayes led the company when Western Resources successfully
merged with KGE and realized the savings and customer benefits promised.
Hayes is uniquely suited to lead an energy company during this time of change in
the marketplace. He was chairman, president and chief executive officer of
Southwestern Bell from 1986 to 1989. In that role (and before that as the
company's chief financial officer), he led that company through the transition
to the competitive environment. Under his leadership, Southwestern Bell led all
the other former Regional Bell Operating Companies in operations, service
quality, financial strength and operating results.
Hayes' salary at Western Resources is below the industry average in the Midwest.
No officers of Western Resources or KCPL have any compensation increases tied to
our merger offer.
David Wittig was named president of Western Resources in 1996, after joining the
company one year earlier. Wittig, like Hayes, is a Kansas City native.
Wittig had a distinguished career in the financial community, serving the
utility industry through Salomon Brothers Inc, a top investment bank. In his
position as managing director and co-head of mergers and acquisitions there,
Wittig assisted numerous utilities in the execution of their business plans.
Western Resources has successfully completed a merger of a major utility.
It can best be summed up with the four words "Promises Made, Promises Kept."
Western Resources estimated approximately $39.5 million in savings annually when
the merger with KGE was announced in 1990. In 1996, the Kansas Corporation
Commission staff confirmed that the merger savings were $40 million annually. To
put it simply, Western Resources was right on target, and the same team has done
the analysis for the KCPL merger.
2
<PAGE>
Western Resources also promised $32 million in customer rebates, and
accomplished that soon after the merger was completed.
We said we would not lay off any employees. We accomplished that. Instead,
savings were achieved through attrition, early retirement, transfers and
strategic personnel planning. (As an example, Western Resources is holding open
some 150 positions in its organization now, ranging from clerks to senior
executives in anticipation of the KCPL merger.)
Western Resources has the respect of the experts who follow the utility
industry.
Stock analysts overwhelmingly endorsed Western Resources this summer. Here is a
sampling of their comments:
"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 KCPL."
Barry Abramson
Utility Analyst
Prudential Securities
September 24, 1996
"We regard Western Resources' management among the most innovative in the
industry, a characteristic that will become increasingly important as the
industry becomes more competitive."
Edward Tirello
Utility Analyst
NatWest Securities
September 24, 1996
Western Resources is a model corporate citizen.
Western Resources understands the balance between managing a profitable company
for its shareowners and fulfilling its responsibility to the communities it
serves.
Through the Western Resources Foundation, we make contributions to programs
benefiting children, the elderly and the environment throughout our service
area, including Kansas City.
Western Resources employees volunteer in their communities. We take an active
role in United Way programs, the March of Dimes, local Chamber activities and
other worthwhile causes.
3
<PAGE>
Other programs directly impact our customers and our business. For example,
Project DESERVE helps us provide emergency energy-related bill payment
assistance to elderly and disabled persons.
Our business vision is illustrated through our environmental commitment. Since
1992, Western Resources has received 12 major awards for its environmental
programs. Western Resources is an industry leader in technologies to make power
plants "cleaner." We have programs to teach our customers how to use energy
wisely. We have an employee-directed "Green Team" that recommends policies and
projects to improve our facilities and the environment in the areas we serve.
Economic development within the Western Resources' service territory remains
vital and strong. Western Resources has a respected reputation in working with
the communities it serves to create new jobs.
Western Resources has a proud history and a successful present day operation.
Western Resources is a Kansas-based, diversified energy company that began
operating in Topeka as The Kansas Power and Light Company more than 70 years
ago. During that time, KPL grew into the company it is today through more than
300 mergers and acquisitions of predecessor companies - the most recent of which
was KPL's merger with Kansas Gas and Electric in 1992, resulting in the
formation of Western Resources.
Western Resources' regulated utilities, KPL and KGE, provide electricity and
natural gas service to more than 1.2 million customers in Kansas and
northeastern Oklahoma. The companies provide natural gas service to
approximately 650,000 customers and electric service to approximately 600,000
customers.
Through its other companies, Westar Energy, Westar Security, Westar Capital, The
Wing Group and the Mid Continent Market Center, energy-related products and
services are developed and marketed in the continental U.S. and internationally.
With headquarters only 65 miles apart, Western Resources shares the same culture
and work ethic as KCPL, a fact that has helped both companies prosper.
Together, Western Resources and KCPL also are joint owners (47 percent each) in
the Wolf Creek Generating Station, one of the nation's top performing nuclear
generating facilities. Wolf Creek's solid safety record, outstanding low-cost
production capabilities, and high industry rankings make this asset for both
companies a sound venture.
Currently, Wolf Creek comprises 38 percent of total assets and 60 percent of
total capitalization for KCPL. For Western Resources, Wolf Creek represents 20
percent of total assets and 34 percent of capitalization. After the two
companies combine, the aggregate interest for the merged company will be within
industry standards.
Western Resources has an exciting vision for the future.
The energy industry is changing, and only those companies with a clear
vision of how to succeed in the competitive marketplace will prosper. Western
Resources is one of those visionary companies.
4
<PAGE>
First, we provide dependable high quality electricity and natural gas at fair
prices to our utility customers.
We will, through this merger with KCPL, create a strong regional presence as a
total-energy provider, with the size necessary to create economies of scale.
Nationally, we are competing with our Westar brand name. We are increasing our
customer base, building our product and service portfolio, and providing
innovative energy solutions for customers while providing superior, sustained
value for shareowners.
We will compete internationally in the unregulated businesses. For example, our
subsidiary, The Wing Group, develops power projects, as opposed to buying
utilities, all over the world. This gives us access to deregulated international
markets.
In summary, Western Resources' vision is to be the leading provider of energy
and energy-related services in America, while providing superior, sustained
shareowner value.
5
