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) December 19, 1997
WESTERN RESOURCES, INC.
(Exact Name of Registrant as Specified in Its Charter)
KANSAS 1-3523 48-0290150
(State or Other Jurisdiction of (Commission (Employer
Incorporation or Organization) File Number) Identification No.)
818 KANSAS AVENUE, TOPEKA, KANSAS 66612
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number Including Area Code (785) 575-6300
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WESTERN RESOURCES, INC.
Item 5. Other Events
Western Resources herein files the following:
Exhibit 99 - Press release and employee update issued December 19, 1997
regarding merger with Kansas City Power & Light Company.
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 thereunto duly authorized.
Western Resources, Inc.
Date January 5, 1998 By /s/ Jerry D. Courington
Jerry D. Courington,
Controller
Exhibit 99
WESTERN RESOURCES AND KCPL POSTPONE
SPECIAL MEETINGS OF SHAREOWNERS
The following statement was issued jointly by Western Resources and KCPL late
Friday, December 19:
Western Resources, Inc. (NYSE:WR) and Kansas City Power & Light Company (KCPL)
(NYSE: KLT) announced today that they have postponed their respective special
meetings of shareowners to vote on their Merger Agreement previously scheduled
for January 21, 1998.
The companies stated that representatives of Salomon Smith Barney, Western
Resources' investment bankers, had indicated that they believe it is unlikely
that Salomon would be in a position to issue a fairness opinion for the
Western Resources/KCPL transaction on the basis of the previously announced
terms for the transaction if the fairness to shareowners of Western Resources
were formally submitted to the fairness committee of Salomon. A fairness
opinion of Salomon is a condition to the mailing of proxy materials to
shareowners of Western Resources. KCPL's investment bankers, Merrill Lynch &
Co., Inc., have met with Salomon representatives to discuss the reasons for
Salomon's position.
Both KCPL and Western Resources issued the following statement regarding the
status of the proposed transaction:
"We are prepared to meet in good faith to discuss the matter, and we pledge to
use our best efforts to work together constructively to resolve the matter on
a basis that is fair to the shareowners of both companies."
The companies emphasized that it is impossible to predict the outcome of these
efforts at the present time.
