SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 36)
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. 36 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)(98) Text of a letter sent to a KCPL shareholder on or about September
30, 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 September 30, 1996 By /s/ JERRY D. COURINGTON
Jerry D. Courington,
Controller
<PAGE>
INDEX TO EXHIBITS
Sequentially
Numbered
Exhibit No. Description Pages
(a)(98) Text of a letter sent to a KCPL 1
shareholder on or about September
30, 1996.
<PAGE>
Exhibit No. (a)(98)
The following letter was sent to a KCPL shareholder on or about September 30,
1996:
September 26, 1996
[KCPL SHAREHOLDER]
Dear _____________:
I deeply appreciate your support for Western Resources' offer to merge
with KCPL by voting against the UtiliCorp proposal. There is another step we
will be asking you to take now to make the merger a reality, and that is to
tender your shares before October 25. We will be sending information to KCPL
shareowners to help with that process.
I also appreciate your interest in serving on our Board of Directors.
Our nominating committee, which is made up of several outside directors,
seeks out highly qualified candidates from a variety of professions and
backgrounds to fill the occasional vacancy. We place a great deal of value on
experience, skill and dedication. While we do not foresee any vacancies in
the near future, we are always interested in knowing who might be available.
Again, I want to thank you for your support and hope you will contact us
should you have any questions about the merger process.
Sincerely,
/s/ John E. Hayes
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.
