SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 52)
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.52 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)(135) Brochure mailed to KCPL shareholders on or about November 2, 1996.
(a)(136) Letter to KCPL and Western Resources shareholders mailed on or
about November 2, 1996.
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 November 2, 1996 By /s/ JERRY D. COURINGTON
Jerry D. Courington,
Controller
<PAGE>
INDEX TO EXHIBITS
Sequentially
Numbered
Exhibit No. Description Pages
(a)(135) Brochure mailed to KCPL shareholders on
or about November 2, 1996. 6
(a)(136) Letter to KCPL and Western Resources
shareholders mailed on or about
November 2, 1996. 2
Exhibit No. (a)(135)
The following brochure was mailed to KCPL shareholders on or about November
2, 1996:
[logo]
Western Resources
Your fellow KCPL shareowners
have made a powerful statement.
Read about it on the inside.
<page1>
From John E. Hayes, Jr.
Chairman and Chief Executive Officer
October 30, 1996
I thought you'd be interested in this article from The Kansas City Star to
see what many Wall Street analysts are saying about our exchange offer.
We agree Western Resources' offer of $31 and a projected dividend of
$2.00 to $2.35 per KCPL share does have momentum But, we still need
you to act now to realize the benefits of our offer as quickly as possible.
Owners of more than 27 million shares understood that they had nothing to
lose and everything to gain by tendering to Western Resources. When you
tender your shares, they will be held in a "safety deposit box" for you until
we are ready to buy them in the second half of 1997. Until then, you can
get your shares back quickly if you need them for any reason. All KCPL
dividends will continue to come to you. Voting rights remain yours.
Western Resources is extending our tender offer to you until November 15.
This gives all KCPL shareowners the opportunity to tell your KCPL board
of directors that now it the time to listen to the voice of shareowners.
Add your shares to the more than 27 million that have been tendered
already. Call your broker or call 1-800-223-2064.
John Hayes
<page2>
"We believe that the
merger between
(Western Resources)
and (KCP&L) has a
95% chance of
being successful"
Barry M. Abramson
Utility Analyst
Prudential Securities
October 28, 1996
<page3>
Tuesday
Your Money
The Kansas City Star
Western is closing in on takeover
Topeka utility has 44%
of KCP&L; analysts say
deal is close to an end.
"Western has the momentum going for it now."
- -Dennis Hudson,
analyst with
George K. Baum, & Co.
By Steve Everly
Staff Writer
Western Resources, Inc. is well on its way to winning its bid to buy Kansas
City Power & Light Co., some analysts who follow the two utilities said
Monday.
Topeka-based Western announced Sunday that it had the support of 44 percent of
KCP&L shareholders, Dennis Hudson, an analyst with George K. Baum & Co., said
he was somewhat surprised that Western had reached that level and now believes
that it's possible that Western can reach 50 percent when the offer ends Nov.
15.
"Western has the momentum going for it now," Hudson said.
That figure is important in showing shareholder support for the deal, and
increasingly KCP&L's board will find it difficult to avoid negotiating with
Western.
"The message being sent is Drue (Jennings, KCP&L's chairman), you're a
wonderful guy but the owners of the company want something else than what you
want," said Edward Tirello, an analyst for NatWest Securities Corp.
Shares in KCP&L closed Monday at 27, down 1/8. Western shares closed at 30,
up 1/8.
Analysts' optimism that Western will eventually win is also based on the
company's ability to force the issue. John E, Hayes Jr. Western's chairman,
said if KCPL&L isn't interested in making a deal then he is prepared to seek a
new board.
In fact, Western believes it is already in a position to do just that. KCP&L
had a quorum of 83 percent of the utility's shares at its last annual meeting.
If that figure is repeated at the next meeting, then 44 percent - the number
that now supports Western' bid - would be sufficient to elect a majority of
KCP&L's board.
But some analysts wonder if it will get to that. Instead, KCP&L's board may
finally decide that it's time to negotiate the final details of selling to
Western.
"Shareholders may be getting an early Christmas present," said Tirello, who
believes Western will exceed 50 percent support from KCP&L shareholders by
mid-November.
Tirello and several other analysts have supported the Western bid since it was
first offered earlier this year because it would give more money to KCP&L
shareholders compared to a proposed KCP&L-UtiliCorp United Inc. Merger.
But KCP&L official said the UtiliCorp merger - which was dropped for lack of
shareholder support - would have given better long-term results to investors.
KCP&L said it was looking at the possibility of a merger with another utility
that had similar objectives to KCP&L.
Reprinted for informational purposes only with permission from
THE KANSAS CITY STAR
<page4>
To tender before
November 15, 1996,
call your broker or
call 1-800-223-2064
for more information.
<page5>
* 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. Western Resources' exchange of KCPL shares
pursuant to its offer is subject to certain conditions which Western Resources
anticipates will be satisfied by the end of 1997.
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.
<page6>
Exhibit No. (a)(136)
The following letter was mailed to KCPL and Western Resources shareholders on
or about November 2, 1996:
Mr. Charles T. Crawford
1330 Avenue of the Americas
Suite 2200
New York, New York 10019
October 30, 1996
Dear Fellow KCPL and Western Resources Shareholder,
Like you, I own stock in both KCPL and Western Resources. I tendered my KCPL
shares to Western Resources and want to tell you why.
I also want to encourage you to do the same, quickly, to help increase the total
shares tendered by November 15.
As you know, 44 percent of KCPL's shares had already been tendered to Western
Resources through October 25. Many Wall Street analysts now say Western
Resources has the momentum to complete this merger. 44% is an amount that says
many of us want this merger to happen quickly. And it's certainly enough for
KCPL management to see that its owners, the shareholders, want KCPL to listen to
Western Resources' offer.
Keep in mind:
There's no other offer out there. I believe $31 is a very good price.
And the dividend increase Western Resources is projecting is terrific.*
We have absolutely nothing to lose by tendering. Our KCPL dividends
continue while they finish this merger and the $31 price is tax-free.
Plus we can get our stock certificates back anytime if we need them.
Let's enjoy the potential of one company working together. I'm a loyal KCPL
shareholder. But I believe the time has come to complete this merger to the
continued benefit of KCPL and Western Resources. By owning shares in both
companies, we've already decided they complement each other well.
Please join me by tendering your shares. You can call 800-223-2064 to get the
information you need. Or, call your broker.
Thank you.
Sincerely,
Charles T. Crawford
* 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. Western Resources' exchange of KCPL shares pursuant to its offer is
subject to certain conditions which Western Resources anticipates will be
satisfied by the end of 1997.
This letter is neither an offer to exchange nor a solicitation of an offer
to exchange shares of common stock of KCPL. Such offer is made solely by
the Prospectus dated July 3, 1996, and the related Letter of Transmittal, and
is not being made to, nor will tenders be accepted from or on behalf of,
holders of shares of common stock of KCPL in any jurisdiction in which the
making of such offer or the acceptance thereof would not be in compliance with
the laws of such jurisdiction. In any jurisdictions where securities, blue sky
or other laws require such offer to be made by a licensed broker or dealer,
such offer shall be deemed to be made on behalf of Western Resources, Inc. by
Salomon Brothers Inc or one or more registered brokers or dealers licensed
under the laws of such jurisdiction.
<page7>
