SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 28)
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. 28 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)(86) Text of a press release and employee update issued on August
16, 1996
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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 16, 1996 By /s/ JERRY D. COURINGTON
Jerry D. Courington,
Controller
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INDEX TO EXHIBITS
Sequentially
Numbered
Exhibit No. Description Pages
(a)(86) Text of a press release and employee
update issued on August 16, 1996 2
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Exhibit No. (a)(86)
The following press release and employee update was issued on August 16, 1996:
KCPL MANAGEMENT FAILS TO GET REQUIRED SHAREOWNERS VOTE FOR UTILICORP
MERGER
WESTERN RESOURCES STEPS UP CAMPAIGN FOR SHARE TENDERS
TOPEKA, Kansas, August 16, 1996 -- "It is clear that KCPL
management failed to achieve the legally required two-thirds vote to
complete their proposed merger with UtiliCorp, and we believe they
have failed to receive even a simple majority of those voting today,"
said John E. Hayes, Jr., Western Resources chairman of the board and
chief executive officer.
"KCPL shareowners have finally had an opportunity to speak," Hayes
continued, "and now we look forward to moving ahead with our offer by
encouraging KCPL shareowners to tender their shares of KCPL in
exchange for Western Resources stock."
The statement followed the closing of the polls at the special
meeting of KCPL shareowners in Kansas City, Missouri today.
"While the final tally of the vote will not be available for at
least two weeks, based on the proxies we submitted today, we feel it
is unlikely that the merger received even a simple majority of those
voting today," Hayes said.
Western Resources estimates there were 51.1 million votes cast,
including 90 percent of those shares held by individuals, in the
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p. 2 -- KCPL VOTE
contest concerning the UtiliCorp/KCPL merger proposal. The 51.1
million votes cast would represent an 82.6 percent turnout of those
shares eligible to vote. Western Resources turned in proxies voting
against and abstaining, which counted together with shares turned in
by ADP (the principal repository for institutional and brokerage
accounts) as well as other brokers, totaling approximately 27.1
million shares, or 53 percent of the votes cast. The 27.1 million
count does not include proxies received by KCPL, which may include
additional votes against the UtiliCorp/KCPL proposed merger, as well
as proxies that may cancel some of the individual votes cast against
UtiliCorp/KCPL on the gold cards. Western does not believe the
canceled votes will be material.
"Today's results make it abundantly clear that the KCPL shareowners
have chosen to come down on the side of value. Further, it is clear
this result is a stunning setback to the proposed UtiliCorp/KCPL
merger," Hayes said.
KCPL shareowners recognized the better value of Western Resources'
offer of $31 per share, as well as a dividend of $2.00 and $2.35* and
let their ballots do the talking.
"This is an exciting time for everyone associated with these two
companies and this merger," said Hayes. "We look forward to creating a
company that will benefit shareowners, customers, employees and the
communities we serve."
* 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. 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.
Western Resources (NYSE: WR) is a full-service, 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 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 and employee update is neither an offer to exchange
nor a solicitation of an offer to exchange shares of common stock of
KCPL. Such offer is made solely by the Prospectus dated July 3, 1996, and
the related Letter of Transmittal, and is not being made to, nor will
tenders be accepted from or on behalf of, holders of shares of common
stock of KCPL in any jurisdiction in which the making of such offer or
the acceptance thereof would not be in compliance with the laws of
such jurisdiction. In any jurisdictions where securities, blue sky or
other laws require such offer to be made by a licensed broker or
dealer, such offer shall be deemed to be made on behalf of Western
Resources, Inc. by Salomon Brothers Inc or one or more registered
brokers or dealers licensed under the laws of such jurisdiction.
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