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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 66)
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.66 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 5. Purpose of the Tender Offer and Plans or Proposals of the Bidder.
As detailed in the press release attached hereto as Exhibit (a)(154),
the tender offer is hereby terminated.
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby amended and supplemented by adding thereto the
following:
(a)(154) Employee update and press release issued on February 7,
1997.
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 February 7, 1997 By /s/ JERRY D. COURINGTON
Jerry D. Courington,
Controller
INDEX TO EXHIBITS
Sequentially
Numbered
Exhibit No. Description Pages
(a)(154) Employee update and press release 2
issued on February 7, 1997.
Exhibit No. (a)(154)
The following employee update and press release was issued by Western
Resources, Inc. on February 7, 1997:
February 7, 1997
KCPL, WESTERN RESOURCES FIND COMMON GROUND, ANNOUNCE AGREEMENT TO
MERGE; TRANSACTION VALUED AT $2 BILLION
Citing the need to join forces in a rapidly changing
marketplace, the boards of directors of Kansas City Power & Light
Company (NYSE:KLT) and Western Resources, Inc. (NYSE:WR) said
today they have approved a merger of the two companies.
In separate meetings, the two boards of directors approved a
definitive merger agreement that provides for a tax-free,
stock-for-stock transaction valued at approximately $2 billion.
Under the terms of the agreement, KCPL shareowners will
receive $32 of Western Resources' common stock per KCPL share*.
This merger, which is intended to be accounted for as a
pooling-of-interests transaction, will create a company with more
than 2 million security and energy customers, $9.5 billion in
assets, $3 billion in annual revenues and more than 8,000
megawatts of electric generation resources.
"We are pleased to be working together to take advantage of
the tremendous opportunities this merger presents," said John E.
Hayes, Jr., Western Resources chairman of the board and chief
executive officer. "We are excited about bringing the exceptional
talents and skills of all employees together as we continue to
position this new company that will benefit customers,
shareowners, and our respective communities."
Both Hayes, and Drue Jennings, KCPL chairman of the board,
president, and chief executive officer, said that resolution of
the outstanding merger issues will enable the strategic
initiatives of both companies to go forward to meet the changing
energy marketplace.
"This transaction provides significant tangible benefits for
all involved," said Jennings. "An increase in the per share
price, our mutual commitment to no employee layoffs, and
long-range cost savings of $1 billion during 10 years exemplify
what our two companies can do together immediately. And in the
future, this combination will create value for shareowners and
choices for customers as we position ourselves to be a premier
energy and security provider throughout the nation.
"We are both gratified to continue our long association in
the new company, building on each other's strengths to create a
company poised for the future."
Hayes will remain chairman of the board and chief executive
officer. Jennings will become vice chairman of the board of
Western Resources and be responsible for electric utility
operations of the combined company upon completion of the merger.
Six members of the KCPL board will join the board of directors of
Western Resources. KCPL, as a division of Western Resources, will
continue to have its own board and retain its headquarters in
Kansas City, Missouri.
"Western Resources has taken increasingly bold actions that
position the company for a competitive marketplace and that will
complement KCPL strengths," said Jennings.
The merger is conditioned, among other things, upon the
approvals of each company's shareowners and the necessary review
and approvals of various regulatory agencies, principally the
Kansas Corporation Commission, Missouri Public Service
Commission, Nuclear Regulatory Commission, and the Federal Energy
Regulatory Commission.
As a result of the merger agreement, Western Resources will
terminate its exchange offer.
You may call 1-800-964-4420 to hear a re-broadcast of
today's news conference with John E. Hayes, Jr. and Drue Jennings
regarding the merger. The re-broadcast will be available from
6:30 p.m. today through 5 p.m. February 12.
*Subject to an exchange ratio collar of 0.917 to 1.100 Western
Resources shares for each KCPL share.
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.