SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 3,
2000 (January 2, 2000)
KANSAS CITY POWER & LIGHT COMPANY
(Exact name of registrant as specified in its charter)
1-707
(Commission file number)
MISSOURI 44-0308720
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1201 Walnut
Kansas City, Missouri 64106
(Address of principal executive offices)
(816) 556-2200
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
KCPL TERMINATES MERGER AGREEMENT WITH WESTERN RESOURCES, INC.
Attached is a press release concerning the Company's
termination of the Amended and Restated Agreement and Plan of
Merger, dated as of March 18, 1998, with Western Resources, Inc.,
and certain affiliated companies.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibit
Number
=======
99 Press Release issued January 3, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
KANSAS CITY POWER & LIGHT COMPANY
/s/Jeanie Sell Latz
Senior Vice President-Corporate Services
Date: January 3, 2000
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Exhibit 99
[KCPL Logo] P. O. Box 418679
Kansas City, MO 64141-9679
(816) 556-2200
www.kcpl.com
FOR IMMEDIATE RELEASE
KCPL TERMINATES MERGER AGREEMENT WITH WESTERN RESOURCES
Kansas City, MO, January 3, 2000 - Kansas City Power & Light
Company (NYSE: KLT) announced today that its Board of Directors
has unanimously voted to terminate its Amended and Restated
Agreement and Plan of Merger, dated as of March 18, 1998, with
Western Resources, Inc. (NYSE: WR) and certain affiliated
companies. KCPL stated that its Board acted pursuant to a
provision of the parties' Merger Agreement that permitted either
party to terminate the Merger Agreement if it was not consummated
on or before December 31, 1999 and that the termination was
effective immediately.
In a letter to David Wittig, Western's Chief Executive Officer,
A. Drue Jennings, KCPL's Chief Executive Officer, cited the
problems at Western's Protection One subsidiary and their impact
on Western as a whole as a key factor in the KCPL Board's action.
"These problems and the related dramatic decline in Western's
stock price since we signed the Merger Agreement in March 1998
obviously have a direct bearing on the value of the contemplated
transaction to our shareholders, as well as the future prospects
of Western and its affiliated companies assuming such transaction
was consummated."
KCPL noted that Western's common stock, which closed at $43.13
per share on March 18, 1998, the date of the Merger Agreement,
closed at $16.94 per share on December 31, 1999.
The letter noted that: (1) KCPL's financial advisor, Merrill
Lynch & Co., was unable to provide an opinion that the
contemplated transaction was fair to KCPL shareholders from a
financial point of view, (2) a key strategic rationale for the
transaction - affording KCPL shareholders an opportunity to
participate in the growth "expected to derive from
diversification into unregulated businesses, including Western
Resources' investment in Protection One" - no longer appeared to
exist, and (3) numerous KCPL shareholders, both institutions and
individuals, had increasingly expressed opposition to proceeding
with the transaction.
Mr. Jennings concluded in his letter that "Both sides worked hard
to bring this transaction to a successful completion, and we
obviously regret that events have required us to take this
action."
KCPL said that over the next several weeks, it will review the
strategic alternatives available to the Company, including, among
other things, separating its generation and distribution/
transmission assets into subsidiaries and realizing the value of
KCPL's high-potential unregulated businesses. KCPL's unregulated
businesses are involved in the delivery of telecommunication
services, gas production and development, energy management and
supply services, and home services such as heating and air
conditioning.
Mr. Jennings said, "Maximizing shareholder value is, and always
has been, our number one priority."
Following is the complete text of the letter Mr. Jennings sent to
Mr. Wittig:
Dear David:
I am writing to inform you that the Board of Directors of
Kansas City Power & Light Company ("KCPL"), at a special meeting
held on January 2, 2000, unanimously voted to terminate the
Amended and Restated Agreement and Plan of Merger between our two
companies, dated as of March 18, 1998 (the "Merger Agreement").
The Board took this action pursuant to Section 11.1(c) of the
Merger Agreement, because the "KCPL Effective Time," as defined
therein, did not occur on or before December 31, 1999.
Accordingly, please be advised that KCPL hereby terminates
the Merger Agreement, effective immediately.
Our Board took this action reluctantly and only after giving
extensive consideration to all of the relevant facts and
circumstances surrounding the transaction. As you know, our
Board has held a number of meetings during the past several
months to review and consider the status of the transaction.
These meetings included a special meeting on October 28, 1999, at
which you addressed the Board concerning the financial condition
and future prospects and business plan of Western Resources, Inc.
("Western"), and in particular, the current problems facing your
Protection One subsidiary. We also held a meeting at your
request with members of your and our Boards on December 14, 1999,
less than three weeks ago, and you have met personally with our
financial advisors at Merrill Lynch & Co. ("Merrill Lynch") on
numerous occasions to discuss the financial aspects of the
transaction.
At these meetings, as well as in other communications
between our respective companies and their representatives, we
have expressed our deep concern with the problems facing
Protection One and their impact on Western as a whole. These
problems, and the related dramatic decline in Western's stock
price since we signed the Merger Agreement in March 1998,
obviously have a direct bearing on the value of the contemplated
transaction to our shareholders, as well as the future prospects
of Western and its affiliated companies assuming such transaction
was consummated.
While we and our advisors have given careful consideration
to the information you conveyed to us in these meetings, I regret
to say that our Board has concluded that the transaction
contemplated by the Merger Agreement is no longer in the best
interests of KCPL and its shareholders. Critical among the
Board's reasons for reaching this conclusion was the fact that
Merrill Lynch advised that it could not opine that the
transaction is fair to KCPL shareholders from a financial point
of view. In addition, one of the principal reasons that our
Board recommended that KCPL shareholders approve the transaction
was that it would provide them with an opportunity to
participate, "through their ownership of Western Resources Common
Stock, in the growth of a larger, more diversified and
strategically positioned holding company," which growth was
"expected to derive from diversification into unregulated
businesses, including Western Resources' investment in Protection
One. . . ." (Joint Proxy Statement of KCPL and Western dated
June 9, 1998, at page 42). In light of the continuing problems
at Protection One, this important strategic rationale for the
proposed merger no longer appears to exist. Finally, we have
heard from numerous KCPL shareholders in recent months - both
large institutional holders and small individual holders - who,
in increasing numbers, have expressed their opposition to the
transaction and have strongly urged that we terminate the Merger
Agreement.
In light of these factors, our directors simply did not see
how, consistent with their fiduciary duties to KCPL shareholders,
they could continue to pursue the contemplated transaction. Both
sides worked hard to bring this transaction to a successful
completion, and we obviously regret that events have required us
to take this action.
Should you have any questions concerning KCPL's position,
please do not hesitate to phone me.
Very truly yours,
Drue Jennings
Chairman of the Board and
Chief Executive Officer
Kansas City Power & Light Company is a leading provider of energy
and related products and services to a growing and diversified
service territory encompassing metropolitan Kansas City and parts
of eastern Kansas and western Missouri. KLT Inc. and Home Service
Solutions Inc., wholly-owned subsidiaries of KCPL, pursue
unregulated business ventures nationally, capturing growth
opportunities in markets outside the regulated utility business.
More information about KCPL is available at http://www.kcpl.com
or by calling our toll-free shareholder line: 1-800-245-5275.
CERTAIN FORWARD-LOOKING INFORMATION:
[Statements made in this release which are not based on
historical facts are forward-looking and, accordingly, involve
risks and uncertainties that could cause actual results to differ
materially from those discussed. Any forward-looking statements
are intended to be as of the date on which such statement is
made. In connection with the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995, we are
providing a number of important factors that could cause actual
results to differ materially from provided forward-looking
information. These important factors include: weather
conditions; future economic conditions in the regional, national
and international markets; state, federal and foreign regulation
and possible additional reductions in regulated electric rates;
financial market conditions, including, but not limited to
changes in interest rates; inflation rates; increased
competition, including, but not limited to, the deregulation of
the United States electric utility industry, and the entry of new
competitors; ability to carry out marketing and sales plans;
ability to achieve generation planning goals and the occurrence
of unplanned generation outages; nuclear operations; ability to
enter new markets successfully and capitalize on growth
opportunities in nonregulated businesses; unforeseen events that
would prevent correcting internal or external information systems
for Year 2000 problems; adverse changes in applicable laws,
regulations or rules governing environmental (including air
quality regulations), and tax or accounting matters. This list
of factors may not be all-inclusive since it is not possible for
us to predict all possible factors.]
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Media Contacts: Investor Contact:
Phyllis Tilden Susan M. Johnson
816-556-2903 816-556-2312
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