SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 6)
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. 6 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)(28) Text of an advertisement run in the Wall Street Journal National,
Topeka Capital-Journal, Kansas City Star, Wichita Eagle, St. Petersburg Times,
and Arizona Republic on July 22, 1996.
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
WESTERN RESOURCES, INC.
Date July 22, 1996 By /s/ JERRY D. COURINGTON
Jerry D. Courington,
Controller
<PAGE>
INDEX TO EXHIBITS
Sequentially
Numbered
Exhibit No. Description Pages
(a)(28) Text of an advertisement run in the Wall Street Journal
National, Topeka Capital-Journal, Kansas City Star,
Wichita Eagle, St. Petersburg Times, and Arizona Republic
on July 22, 1996.
<PAGE>
Exhibit No. (a)(28)
Text of an advertisement run in the Wall Street Journal National, Topeka
Capital-Journal, Kansas City Star, Wichita Eagle, St. Petersburg Times, and
Arizona Republic on July 22, 1996.
ATTENTION KCPL SHAREOWNERS:
WHEN WAS THE LAST TIME YOU GOT A 191% PAY RAISE?
That's the amount of pay raise KCPL Chairman Drue Jennings could get if his
proposed merger with UtiliCorp goes through.* His compensation will be as
high as $1,670,000. And his salary can never be reduced.
If Mr. Jennings leaves KCPL following the merger, his employment contract
could provide him with a severance payment up to $8,350,000...plus benefits.
Now ask yourself why KCPL management refuses to accept Western Resources'
offer of $31 per share** and a projected dividend up to 27% higher than the
projected UtiliCorp/KCPL dividend of $1.85*** even though every independent
market analyst who has published an opinion says that the Western Resources
offer is best for shareowners.
That's not all!
KCPL also ways you to approve an executive stock plan, which sets aside more
than $240,000,000 worth of stock for UtiliCorp/KCPL senior executives, based
on the July 18, 1996, KCPL closing stock price. A senior executive can get up
to $16,000,000 worth (600,000 shares) of stock per year.
They are also asking for an executive bonus plan that allows cash bonuses to
senior executives of up to $3,000,000 per person per year.
NOW...Ask yourself why two out of the three issues KCPL shareowners are voting
on concern management compensation.
WHO REALLY BENEFITS?
Vote AGAINST the Proposed Merger With UtiliCorp. Vote No On The GOLD PROXY
CARD.
[logo]
Western Resources
If you have any questions on our offer, call Georgeson & Company, assisting us
at 1-800-223-2064, or access our web site at http://www.wstnres.com.
*According to the KCPL proxy statement, Mr. Jennings could receive total
compensation up to $1,670,000, which is almost triple his 1995 compensation of
$573,700.
**Assuming Western Resources' average share price is between $28.18 and $33.23
at the time of closing.
***Based on Western Resources' projected post-merger 1998 annual dividend rate
of $2.14 per share and the exchange ratio in Western Resources' offer.
This advertisement is neither an offer to exchange nor a solicitation of an
offer to exchange shares of common stock of KCPL. Such offer is made solely
by the Prospectus dated July 3, 1996, and the related Letter of Transmittal,
and is not being made to, nor will tenders be accepted from or on behalf of,
holders of shares of common stock of KCPL in any jurisdiction in which the
making of such offer or the acceptance thereof would not be in compliance with
the laws of such jurisdiction. In any jurisdictions where securities, blue
sky or other laws require such offer to be made by a licensed broker or
dealer, such offer shall be deemed to be made on behalf of Western Resources,
Inc. by Salomon Brothers Inc. or one or more registered brokers or dealers
licensed under the laws of such jurisdiction.
