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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(Amendment No. 56)
Tender Offer Statement
(Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934)
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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)
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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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This Amendment No. 56 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 3. Past Contacts, Transactions or Negotiations With the Subject Company.
Item 3 is hereby amended and supplemented by reference to the press
release filed as Exhibit (a)(140) hereto.
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby amended and supplemented by adding thereto the
following:
(a)(140) Press Release disseminated November 15, 1996.
(a)(141) Press Release disseminated November 18, 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.
By: /s/ Jerry D. Courington
Name: Jerry D. Courington
Title: Controller
Dated: November 18, 1996
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EXHIBIT INDEX
Exhibit No. Description
(a)(140) Press Release disseminated November 15, 1996.
(a)(141) Press Release disseminated November 18, 1996.
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Exhibit (a)(140)
For Immediate Release
November 15, 1996
KCPL Media Contacts: Western Resources
Pam Levetzow Media Contact:
816/556-2926 Michel' J. Philipp
Phyllis Desbien 913/575-1927
816/556-2903 [email protected]
KCPL Investor Contact: Western Resources
David Myers Investor Contact:
816/556-2312 Rick Kready
913/575-8226
Kansas City Power & Light and Western Resources
Issue Joint Statement
Kansas City Power & Light (NYSE: KLT) and Western Resources, Inc. (NYSE:
WR) announced today that representatives of their respective boards and
managements met on Friday, November 15.
They had a cordial discussion regarding the proposed transaction between
the two companies and agreed to meet again in the near future.
Western Resources (NYSE: WR) is a full-service, diversified energy company
with total assets of more than $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
unregulated 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.
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This news release is neither an offer to exchange nor a solicitation of an
offer to exchange shares of common stock of KCPL. Such offer is made solely by
the Prospectus dated July 3, 1996, and the related Letter of Transmittal, and is
not being made to, nor will tenders be accepted from or on behalf of, holders of
shares of common stock of KCPL in any jurisdiction in which the making of such
offer or the acceptance thereof would not be in compliance with the laws of such
jurisdiction. In any jurisdictions where securities, blue sky or other laws
require such offer to be made by a licensed broker or dealer, such offer shall
be deemed to be made on behalf of Western Resources, Inc. by Salomon Brothers
Inc or one or more registered brokers or dealers licensed under the laws of such
jurisdiction.
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Exhibit (a)(141)
WESTERN RESOURCES ANNOUNCES RESULTS OF EXCHANGE OFFER
TOPEKA, Kansas, November 18, 1996 (7:15 a.m. CST) -- Western Resources
(NYSE:WR) today announced that 47%, or 29.2 million, of the outstanding common
shares of Kansas City Power & Light Company (NYSE:KLT) had been tendered to
Western Resources by the previously scheduled November 15, 1996, expiration date
of Western Resources' exchange offer to KCPL shareowners.
The exchange offer has been extended to 5 p.m. EST on December 6, 1996.
Western Resources (NYSE: WR) is a full-service, diversified energy company
with total assets of more than $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
unregulated subsidiaries, Westar Energy, Westar Security, Westar Capital, and
The Wing Group, a full range of energy and energy-related products and services
are developed and marketed in the continental U.S., and offshore.
For more information about Western Resources and its operating companies,
visit us on the Internet at http://www.wstnres.com.
This news release is neither an offer to exchange nor a solicitation of an
offer to exchange shares of common stock of KCPL. Such offer is made solely by
the Prospectus dated July 3, 1996, and the related Letter of Transmittal, and is
not being made to, nor will tenders be accepted from or on behalf of, holders of
shares of common stock of KCPL in any jurisdiction in which the making of such
offer or the acceptance thereof would not be in compliance with the laws of such
jurisdiction. In
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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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