SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 47)
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
<PAGE>
This Amendment No.47 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)(127) News release issued on October 25, 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 October 25, 1996 By /s/ JERRY D. COURINGTON
Jerry D. Courington,
Controller
<PAGE>
INDEX TO EXHIBITS
Sequentially
Numbered
Exhibit No. Description Pages
(a)(127) News release issued on October 25, 1996 1
<PAGE>
Exhibit No. (a)(127)
The following news release was issued on October 25, 1996.
COOL WEATHER AFFECTS EARNINGS,
WHOLESALE SALES UP 42 PERCENT
TOPEKA, Kansas, October 25, 1996 -- Third-quarter earnings per share
announced today by Western Resources of $0.87 per common share were $0.23
below the same quarter last year. The leading factor in the decrease was the
unseasonably cool weather experienced during the summer months of July and
August. Had weather been the same as last year, Western Resources' earnings
would have been about $0.26 higher per share. Cooling degree days, a measure
of air conditioning demand, were 23 percent off last year's third quarter
totals and 17 percent lower than normal.
Wholesale electricity sales, however, continued to show substantial
advances compared to last year. For the third quarter, wholesale electric
volumes were up 42 percent from last year's totals and up 40 percent year to
date from 1995.
"Our continued cost control efforts, solid wholesale sales, emphasis on
customer service and execution of well-considered growth initiatives
contributed to a solid performance for all our companies, in spite of the mild
weather," said John E. Hayes, Jr., Western Resources chairman of the board and
chief executive officer.
Operating revenues for the third quarter 1996 were $490,172,000, up four
percent from last year's figure of $470,289,000. Operating expenses rose seven
percent from a year ago to $396,585,000 compared to last year's figure of
$370,808,000. Increases in operating expenses included $5 million in
amortization expenses, the adjustment for the company's 1992 acquisition of
KGE. Increases in other operations expenses were attributable to increased
activity and expansion in the company's unregulated subsidiaries.
In addition to pursuing strategic, regulated acquisitions, we are
increasing our company's involvement in the energy-related products and
services markets. A company subsidiary, Westar Security, added customers
through two more acquisitions of security firms operating in Kansas City and
the southeast United States. These additions place Westar Security as the 10th
largest security services company, by customer count, in the nation.
Another highlight of the third quarter was the signing of an agreement
that provides for expansion into the power generation business in China. In
September, we announced plans to partner with China Power International
Holdings, Ltd., in power development projects involving more than 2,000
megawatts of electric generation.
Sales decreased in all electric retail classes because of the mild
weather, but these slumps were offset to some extent by a two percent increase
in natural gas volumes and a 25 percent increase in natural gas revenues, as
compared to the third quarter of 1995.
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.
The following schedule was attached to the news release:
<TABLE>
THIRD QUARTER REPORT
WESTERN RESOURCES, INC.
<CAPTION>
Quarter Ended Twelve Months Ended
September 30, September 30,
1996 1995 1996 1995
<S> <C> <C> <C> <C>
1. Operating Revenues $490,172,000 $470,289,000 $1,939,232,000 $1,697,079,000
2. Net Income $62,949,000 $71,905,000 $182,964,000 $168,584,000
3. Earnings Applicable to
Common Stock $56,049,000 $68,550,000 $166,000,000 $155,166,000
4. Average Common Shares
Outstanding 64,161,329 62,243,794 63,385,462 61,874,216
5. Earnings per Average
Common Share Outstanding $0.87 $1.10 $2.62 $2.51
6. Net Utility Plant
(after depreciation) $4,349,167,000 $4,337,730,000
</TABLE>
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.
