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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 26)
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. 26 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)(81) Text of a letter mailed to KCPL shareowners
on August 13, 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 14, 1996 By /s/ JERRY D. COURINGTON
Jerry D. Courington,
Controller
INDEX TO EXHIBITS
Sequentially
Numbered
Exhibit No. Description Pages
(a)(81) Text of a letter mailed to KCPL shareowners
on August 13, 1996 3
Exhibit No. (a)(81)
The following letter was mailed to KCPL shareowners on August 13, 1996:
WESTERN UNION MAILGRAM
[Addressee]
CONFIDENTIAL IDENTIFICATION NUMBER: (CIN)
(Your identification number is confidential. It is to assure the operator of
your identity.)
August 13, 1996
Dear KCPL Shareowner:
The KCPL Special Meeting is only three days away. According to our latest
records, we have not yet received your GOLD proxy card voting AGAINST the
proposed UtiliCorp transaction. The future value of your investment in KCPL
is at stake. If you've not already voted, or wish to change your vote, you
have every right to do so by following the instructions below.
Remember:
- Western Resources is offering you $31 in Western Resources common stock,
tax free, in exchange for each KCPL share you own. In addition, the
Western Resources/KCPL combination is projected to earn you an annual
dividend of between $2.00 and $2.35 for each of your KCPL shares (1)
- The vast majority of independent industry analysts recommend Western
Resources offer over the UtiliCorp proposal, while Standard & Poors has
cited UtiliCorp for its "weak financials".
- Institutional Shareholder Services ("ISS") the nation's leading voting
advisory service, has recommended to its clients that they vote AGAINST
the UtiliCorp merger, stating "Western's offer to merge with KCPL again
remains superior in terms of price, dividend, and the financial strength
of the two companies."
We are gratified by the significant support we have received to date from
other KCPL shareowners and are seeking your support for what we believe is
financially superior value for you and a strong and profitable future for our
combined companies.
IT'S NOT TOO LATE TO VOTE AGAINST UTILICORP
Since time is short and your vote extremely important, we have established a
method to enable you to vote by toll-free telephone. Please follow the simple
instructions below.
If you need any assistance in the last-minute voting of your shares, please
call Georgeson & Company Inc., toll-free, at 1-800-223-2064.
Thank you.
John E. Hayes, Jr.
Chairman of the Board
and Chief Executive Officer
WESTERN RESOURCES, INC.
TOLL-FREE PROXYGRAM OPERATORS
ARE AVAILABLE TO ASSIST YOU NOW!!!
INSTRUCTIONS
1. Call toll-free 1-800-521-8450 between 8:00 a.m. and 12:00 midnight eastern
time.
2. Tell the operator that you wish to send a collect Proxygram to ID No. 4971,
Western Resources, Inc. in opposition to Kansas City Power & Light Company.
3. State your name, address and telephone number.
4. State your confidential identification number and number of shares as shown
below:
CONFIDENTIAL IDENTIFICATION NUMBER: (CIN)
NUMBER OF SHARES: (NumShares)
PROXY SOLICITED BY WESTERN RESOURCES, INC.
IN OPPOSITION TO THE PROXY SOLICITED BY THE DIRECTORS OF
KANSAS CITY POWER & LIGHT COMPANY
The undersigned, a holder of record of shares of common stock, without par
value (the "Shares"), of Kansas City Power & Light Company, a Missouri
corporation ("KCPL"), at the close of business on June 26, 1996, hereby
appoints John K. Rosenberg, Richard D. Terrill, David C. Wittig and Neil T.
Anderson, or any of them, the proxy or proxies of the undersigned, each with
full power of substitution, to attend the Special Meeting of KCPL Shareholders
on August 7, 1996, and any adjournments, postponements, continuations or
reschedulings thereof, at which holders of Shares will be voting on the
approval of the issuance of Shares necessary to effect the transactions
contemplated by the Amended and Restated Agreement and Plan of Merger, dated
as of January 19, 1996, as amended and restated as of May 20, 1996, by and
among KCPL, UtiliCorp United Inc., a Delaware corporation ("UtiliCorp"), KC
Merger Sub, Inc., a Delaware corporation ("KC Merger Sub"), and KC United
Corp., a Delaware corporation ("KC United"), providing for the merger of
UtiliCorp with and into KC Merger Sub, with UtiliCorp surviving, and the
subsequent merger of UtiliCorp with and into KCPL (the "Proposed
UtiliCorp/KCPL Transaction"), with KCPL surviving ("Newco"), and to vote as
specified in this proxy all the Shares which the undersigned would otherwise
be entitled to vote if personally present. The undersigned hereby revokes any
previous proxies with respect to the matters covered in this Proxy.
THE BOARD OF DIRECTORS OF WESTERN RESOURCES, INC. RECOMMENDS A VOTE AGAINST
THE ISSUANCE OF SHARES NECESSARY TO EFFECT THE PROPOSED UTILICORP/KCPL
TRANSACTION. IF RETURNED CARDS ARE SIGNED BUT NOT MARKED, THE UNDERSIGNED
WILL BE DEEMED TO HAVE VOTED AGAINST THE ISSUANCE OF SHARES NECESSARY TO
EFFECT THE PROPOSED UTILICORP/KCPL TRANSACTION AND TO HAVE ABSTAINED ON ALL
OTHER MATTERS.
THE BOARD OF DIRECTORS OF WESTERN RESOURCES, INC. RECOMMENDS A VOTE AGAINST
PROPOSAL 1.
1. Approval of the issuance of shares of KCPL common stock, no par value,
pursuant to the Merger Agreement with UtiliCorp United Inc.
( ) AGAINST ( ) FOR ( ) ABSTAIN
2. Approval of Newco Stock Incentive Plan.
( ) AGAINST ( ) FOR ( ) ABSTAIN
3. Approval of Newco Management Incentive Compensation Plan.
( ) AGAINST ( ) FOR ( ) ABSTAIN
In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournments,
postponements, continuations or reschedulings thereof.
IF YOU HAVE ANY QUESTIONS OR NEED ASSISTANCE, PLEASE CONTACT GEORGESON &
COMPANY INC. AT 1-800-223-2064.
- -------------------------------------------------------------------
(1) Value 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. The projected annual 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.
This letter is neither an offer to exchange nor a solicitation of an offer to
exchange Shares. The 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 in any
jurisdiction in which the making of the Offer or the acceptance thereof would
not be in compliance with the laws of such jurisdiction. In any jurisdiction
where securities, blue sky or other laws require the Offer to be made by a
licensed broker or dealer, the 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.