SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 64)
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.64 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)(152) Employee update and press release issued on January 24,
1997.
<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 January 24, 1997 By /s/ JERRY D. COURINGTON
Jerry D. Courington,
Controller
<PAGE>
INDEX TO EXHIBITS
Sequentially
Numbered
Exhibit No. Description Pages
(a)(152) Employee update and press release 2
issued on January 24, 1997.
<PAGE>
Exhibit No. (a)(152)
The following employee update and press release was issued by Western
Resources, Inc. on January 24, 1997:
DIVIDEND INCREASED; ANNUAL EARNINGS REPORTED
TOPEKA, Kansas, January 24, 1997 -- Western Resources today announced
that it will increase dividends per common share to 52 1/2 cents for the
first quarter of 1997. The increase is a one cent per share gain from the
quarterly rate for 1996. On an annualized basis, the 1997 indicated dividend
rate is $2.10.
Also announced today were 1996 annual earnings for the company.
Earnings were $2.41 per share of common stock for 1996 versus $2.71 a year
earlier. One-time restructuring and other charges, recorded by ADT Limited
(ADT), related to costs associated with discontinued plans to merge with
Republic Industries and to the integration of acquisitions, adversely impacted
Western Resources' earnings by $0.19 per share. Western Resources is the
largest shareowner of ADT, owning 27 percent of the outstanding shares of the
monitored security company. Abnormally cool weather during the summer season
also affected earnings for the utility operations of the company.
"Though final earnings are lower this year, operating revenues improved
and we remain on track to achieve our goal of establishing a branded presence
throughout the United States and abroad," said John E. Hayes, Jr., Western
Resources chairman of the board and chief executive officer.
To prepare for anticipated increased competition in the electric
utility industry, Western Resources executed a number of strategic initiatives
in 1996.
An offer to merge with Kansas City Power & Light Company of Kansas
City, Missouri, has been extended to February 5, 1997. Substantive merger
negotiations continue between the two companies.
Westar Security, a wholly-owned Western Resources subsidiary, grew
through acquisitions to become the third-largest monitored security company in
the U.S. Westar Security has offices in most major markets and direct access
to more than 55 percent of the U.S. population.
Western Resources also has made an offer to acquire all of ADT.
Acquisition of ADT, joined with the security businesses already held, will
make Westar the largest monitored security business in the world, with 280
offices in 46 states in the U.S., Canada, and Europe.
In December, Western Resources struck a strategic alliance with ONEOK,
Inc. of Tulsa, Oklahoma. The natural gas assets of Western Resources will be
contributed to ONEOK in exchange for a 45 percent ownership position in ONEOK.
This transaction also provides access to 735,000 ONEOK customers to whom
security and other services can be marketed.
Western Resources also grew globally in 1996. The Wing Group, acquired
in early 1996, successfully closed three major international power agreements
this year in China, Turkey and Colombia.
"In 1996, we made tremendous progress in securing Western Resources'
future as a dynamic international company in the business of making people's
lives safer and easier. We believe that the benefits of these growth
initiatives will continue to enhance the value of Western Resources."
Operating revenues for 1996 increased 17.4 percent to $2,046,819,000
compared to last year's figure of $1,743,300,000. Operating income improved
nine percent from last year rising from $278,709,000 to $303,993,000. Fuel
cost increases and the amortization of the adjustment for the company's 1992
acquisition of KGE boosted operating expenses from $1,464,591,000 in 1995 to
$1,742,826,000 for 1996.
Sales of electricity and natural gas were higher in 1996 for most
customer classes. Wholesale electricity sales showed the greatest gain,
jumping 47.3 percent to 5.9 million megawatt-hours in 1996.
FOURTH QUARTER REPORT
WESTERN RESOURCES, INC.
<TABLE>
Quarter Ended Twelve Months Ended
December 31, December 31,
1996 1995 1996 1995
<S> <C> <C> <C> <C>
1. Operating Revenues $564,904,000 $457,341,000 $2,046,819,000 $1,743,300,000
2. Net Income $32,466,000 $46,480,000 $168,950,000 $181,676,000
3. Earnings Applicable to
Common Stock $31,236,000 $43,125,000 $154,111,000 $168,257,000
4. Average Common Shares
Outstanding 64,522,510 62,712,175 63,833,783 62,157,125
5. Earnings per Average
Common Share Outstanding $0.48 $0.69 $2.41 $2.71
6. Net Utility Plant (after depreciation)
$4,356,518,000 $4,356,350,000
</TABLE>
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/employee update 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.
