-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Vm+5U5GV9cugd2dqzS+tAhMOlZ6xtApUksUSJLoypMoKRzKbAEZvkjbNUcUAdCKV QHcM+OEOF4KJcqiyrTcnCg== 0000054507-96-000092.txt : 19960805 0000054507-96-000092.hdr.sgml : 19960805 ACCESSION NUMBER: 0000054507-96-000092 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960802 SROS: CSE SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KANSAS CITY POWER & LIGHT CO CENTRAL INDEX KEY: 0000054476 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 440308720 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39383 FILM NUMBER: 96603033 BUSINESS ADDRESS: STREET 1: 1201 BALTIMORE AVE CITY: KANSAS CITY STATE: MO ZIP: 64106 BUSINESS PHONE: 8165562200 MAIL ADDRESS: STREET 1: PO BOX 418679 CITY: KANSAS CITY STATE: MO ZIP: 64141-9679 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN RESOURCES INC /KS CENTRAL INDEX KEY: 0000054507 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 480290150 STATE OF INCORPORATION: KS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 818 KANSAS AVE CITY: TOPEKA STATE: KS ZIP: 66612 BUSINESS PHONE: 9135756300 FORMER COMPANY: FORMER CONFORMED NAME: KANSAS POWER & LIGHT CO DATE OF NAME CHANGE: 19920507 SC 14D1/A 1 8-2-96 AMENDMENT 18 EXHIBIT (A)(64)-(66) SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-1 (Amendment No. 18) 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. 18 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)(64) Text of an advertisement. (a)(65) Letter to KCPL employees. (a)(66) Press release/employee update issued August 2, 1996 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 August 2, 1996 By /s/ JERRY D. COURINGTON Jerry D. Courington, Controller INDEX TO EXHIBITS Sequentially Numbered Exhibit No. Description Pages (a)(64) Text of an advertisement. 1 (a)(65) Letter to KCPL employees. 1 (a)(66) Press release/employee update 2 issued August 2, 1996. Exhibit No. (a)(64) The following advertisement will be used beginning August 2, 1996: ATTENTION KCPL SHAREOWNERS HIGHLY RESPECTED INDEPENDENT INVESTMENT EXPERT RECOMMENDS AGAINST UTILICORP MERGER. LATE BREAKING NEWS Independent Shareholder Services (ISS), one of the most widely followed independent organizations specializing in shareholder voting analysis, has recommended a VOTE AGAINST the proposed merger of UtiliCorp (UCU) and Kansas City Power & Light Company (KCPL). As stated in the ISS Report: "At this time, Western's deal is superior. (KCPL) shareholders are being asked to approve the KCPL/UCU transaction despite the fact that there is an offer on the table from a larger, financially stronger company (Western Resources) that is worth approximately 20 percent more."* "Our recommendation is grounded in the belief that it is the duty of the (KCPL) board to maximize value for KCPL shareholders and to fairly consider all offers, including those that are unsolicited." WESTERN RESOURCES' OFFER** Dividend per KCPL share: $2.00 - $2.35 Price per KCPL share: $31.00 We believe when KCPL's excuses are stripped away, all that's left is KCPL executives' desire for the big bonuses UtiliCorp's proposal is offering them. THE CHOICE IS CLEAR. CHOOSE WESTERN RESOURCES. MAKE YOUR LAST VOTE COUNT. Vote AGAINST the Proposed Merger with UtiliCorp on the GOLD Proxy Card. Western Resources IF YOU HAVE ANY QUESTIONS ON OUR OFFER, CALL GEORGESON & COMPANY, ASSISTING US AT 1-800-223-2064, OR ACCESS OUR WEB SITE AT http://www.wstnres.com. *Emphasis added **Dividend per KCPL share is based upon Western Resources' projected post-merger 1998 annual dividend rate of $2.14 per share of Western Resources common stock and the exchange ratio in Western Resources' offer. Price per KCPL share (payable in Western Resources common stock) assumes that Western Resources' average share price is between $28.18 and $33.23 at the time of closing. This advertisement is neither an offer to exchange not 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. Exhibit No. (a)(65) The following letter was sent to KCPL employees: August 1, 1996 Addressee Dear Addressee, Thank you for your fax earlier today regarding your thoughts on the pending merger between our two companies. Certainly it has been our intent throughout the last few months to discuss the value of our offer, our track record of delivering on promises, our vision for the future, and the importance of KCPL shareowners having a choice about their investment. As you know, several months ago, an advertisement ran which stated that four KCPL unions endorsed the UtiliCorp/KCPL merger. As a result of the story in The Kansas City Star last Saturday, we felt it important to bring to the attention of KCPL shareowners that support had been withdrawn for the merger. We know that you and other KCPL employees are very interested in the developments of this merger. We feel very strongly that we are offering the better choice for employees, customers, shareowners, and the communities we serve. We also believe that KCPL employees are honest, hard-working, and possess the integrity and work ethics so compatible with our Western Resources workforce. We look forward to working with you to make a better future for us all. Sincerely, John E. Hayes, Jr. Chairman of the Board and Chief Executive Officer 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. Exhibit No. (a)(66) The follow press release/employee update was issued on August 2, 1996: KCPL SHAREOWNERS WIN "MAJOR VICTORY" IN MISSOURI FEDERAL COURT WESTERN RESOURCES' PLAN CONSISTENT WITH COURT RULING, CONTINUES ACCELERATED COMPLETION OF SUPERIOR MERGER OFFER TOPEKA, Kansas, Aug. 2, 1996 -- Calling it a "major victory for KCPL shareowners," John E. Hayes, Jr., Western Resources chairman of the board and chief executive officer, praised today's federal ruling for thwarting KCPL's attempt to bypass the Missouri law requiring a two-thirds majority vote of shareowners. "The ruling validates our belief that KCPL management acted improperly in an attempt to circumvent KCPL shareowners' votes, weakening shareowner representation," said Hayes. On other fronts, Hayes said that KCPL continues to face shareowner suits claiming breach of fiduciary responsibility. In addition, Hayes said that the KCC also has suspended the UtiliCorp/KCPL procedural schedule. "The key issue facing the individual shareowner is still value. Our $31 merger offer,* which we are convinced is a better value, is a better combination for all concerned. KCPL shareowners must still vote AGAINST the UtiliCorp plan to make sure the two-thirds requirement is not met," said Hayes. "We're moving forward with great momentum." p. 2 - VICTORY Western Resources (NYSE:WR) is a diversified energy company. 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 subsidiaries, Westar Energy, Westar Security, Westar Capital, and The Wing Group, 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 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. * Dividend per KCPL share is based upon Western Resources' projected post-merger 1998 annual dividend rate of $2.14 per share of Western Resources common stock and the exchange ratio in Western Resources' offer. Price per KCPL share (payable in Western Resources common stock) assumes that Western Resources' average share price is between $28.18 and $33.23 at the time of closing. -----END PRIVACY-ENHANCED MESSAGE-----