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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 2)
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. 2 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)(14) Text of a letter to a shareholder dated July 9, 1996.
(a)(15) Text of a letter to a shareholder dated July 11, 1996.
(a)(16) Text of a letter to a shareholder dated July 11, 1996.
(a)(17) Text of a letter to a shareholder dated July 11, 1996.
(a)(18) Text of a letter to a shareholder dated July 12, 1996.
(a)(19) Text of a press release dated July 15, 1996.
(a)(20) Text of memorandum from Steve L. Kitchen, Western Resources,
Chief Financial Officer to analysts and the financial
Community dated July 15, 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 July 15, 1996 By /s/ JERRY D. COURINGTON
Jerry D. Courington,
Controller
INDEX TO EXHIBITS
Sequentially
Numbered
Exhibit No. Description Pages
(a)(14) Text of a letter to a shareholder dated July 9, 1996 1
(a)(15) Text of a letter to a shareholder dated July 11, 1996 1
(a)(16) Text of a letter to a shareholder dated July 11, 1996 1
(a)(17) Text of a letter to a shareholder dated July 11, 1996 1
(a)(18) Text of a letter to a shareholder dated July 12, 1996 1
(a)(19) Text of a press release dated July 15, 1996. 1
(a)(20) Text of memorandum from Steve L. Kitchen, Western Resources,
Chief Financial Officer to analysts and the financial
Community dated July 15, 1996. 2
Exhibit No. (a)(14)
The following letter was sent to a shareholder on July 9, 1996 in response to
his questions. The same letter may be used to respond to future shareholders
if their questions are the same.
July 9, 1996
Addressee
Dear Addressee,
Thank you for your note of June 27 concerning our offer to Kansas City
Power & Light. I appreciate your kind comments concerning our proposal.
We have made what we believe is a vastly superior financial offer to any
other proposal being considered by Kansas City Power & Light and look forward
to forming a very strong, regional energy company.
In accordance with your request, enclosed is a copy of our annual report.
I appreciate your support and look forward to working with you.
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)(15)
The following letter was sent to a shareholder on July 11, 1996 in response to
his questions. The same letter may be used to respond to future shareholders
if their questions are the same.
July 11, 1996
Addressee
Dear Addressee,
Thank you very much for your recent letter concerning our offer to merge
with Kansas City Power & Light.
As a Western Resources shareowner, please know that we have worked hard
to create a respected reputation on business matters that, above all else,
benefit shareowners, customers and the communities we serve.
Part of those business efforts recently included the intense advertising
campaign you mentioned. This campaign, launched following our merger offer to
KCPL, played a significant role in reaching as many people -- shareowners,
investors, employees and customers -- as possible with as much information as
possible until we were able to take our offer directly to KCPL shareowners via
the postal system. After careful consideration, these advertisements proved
the most cost-effective method of reaching all audiences.
As you also mentioned, we too recognize the opportunities the future
holds. At its core, our offer to KCPL is a demonstrated interest in creating
future opportunities with a neighboring utility company with very similar,
strong operations, cost control practices, excellent and reputable service and
a healthy mix of thoughtful controlled growth. Although our success does not
hinge on the outcome of this merger, we believe a Western Resources/Kansas
City Power and Light combination would be the most beneficial to shareowners,
customers and employees.
Again, thank you for sharing your comments.
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)(16)
The following letter was sent to a shareholder on July 11, 1996 in response to
his questions. The same letter may be used to respond to future shareholders
if their questions are the same.
July 11, 1996
Addressee
Dear Addressee,
Thank you for your recent letter regarding our proposed merger with
Kansas City Power & Light.
We also believe in the strengths of neighboring companies with strong
reputations who work together for a successful future. In fact, we have had
discussions with KCPL for some time concerning a possible merger. As you
know, Western Resources and KCPL have overlapping service territories and more
than $8 billion in combined assets. Today, more than $2 billion, or 25
percent, of those assets are jointly owned or operated.
I appreciate your comments about potential combinations. At this time
we believe a potential merger with KCPL offers the most significant benefits
to our company and to you as a shareowner.
Please know that we have worked hard to create a respected reputation on
business matters that, above all else, benefit shareowners, customers and the
communities we serve. Ours is clearly a well-thought, well-studied, sincere
effort to build a partnership that will benefit all. Again, thank you for
sharing your comments.
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)(17)
The following letter was sent to a shareholder on July 11, 1996 in response to
his questions. The same letter may be used to respond to future shareholders
if their questions are the same.
July 11, 1996
Addressee
Dear Addressee,
Thank you for your recent letter regarding our proposed merger with
KCPL.
We also believe in the strengths of neighboring companies with strong
reputations who work together for a successful future. In fact, we have had
discussions with KCPL for some time concerning a possible merger. As you
know, Western Resources and KCPL have overlapping service territories and more
than $8 billion in combined assets. Today, more than $2 billion, or 25
percent, of those assets are jointly owned or operated.
I appreciate your comments about potential combinations. At this time
we believe a potential merger with KCPL offers the most significant benefits
to our company and shareowners.
Thank you also for the information you shared regarding the new
automated postal rate structure. As of July 1, Western Resources began its
participation in Postal Reform 1996 and, as you pointed out, we anticipate
substantial savings as a result.
Again, thank you for sharing your comments.
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)(18)
The following letter was sent to a shareholder on July 12, 1996 in response to
his questions. The same letter may be used to respond to future shareholders
if their questions are the same.
July 15, 1996
Addressee
Dear Addressee,
Thank you for sharing your letter to Mr. Jennings, and for your support
of the Western Resources offer to merge with Kansas City Power & Light
Company.
Your observation that Western Resources kept its promises in the KPL/KGE
merger seems to us to be a point that has gone unnoticed by the KCPL
management. We believe the market place, however, is fully aware of our
achievements and that in the end the endorsement of shareowners such as
yourself will provide us the opportunity for success.
Again, thank you for your support, and as always we will continue to
work to enhance the value of your Western Resources investment.
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)(19)
The following press release was issued on July 15, 1996:
WESTERN RESOURCES' CFO ISSUES MEMO TO THE STREET,
QUESTIONS MAXIM EXECUTIVE COMPENSATION PLAN
TOPEKA, Kansas, July 15, 1996 -- Steven L. Kitchen, Western Resources
chief financial officer, today issued a memorandum to the financial community
questioning the compensation plans for Maxim executive management for the
proposed UtiliCorp/KCPL merger.
The memorandum explains to analysts and the financial community in
general that KCPL shareowners are being asked to approve, on their August 7
shareowner meeting ballot, an executive stock option plan worth $240 million
based on KCPL's closing stock price last Friday. These shareowners also are
being asked to approve a bonus plan worth up to $2 million per Maxim
executive.
"Management isn't just asking shareowners to consider the merger, but
also to approve significant increases in potential compensation for itself,"
said Kitchen. "Shareowners certainly have the right to understand these
compensation issues, and we encourage them to contact us or their brokers if
they have questions."
Attached is a copy of the memorandum sent earlier today.
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 Business
Services, Westar Consumer Services, 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.
Exhibit No. (a)(20)
The following memorandum was issued on July 15, 1996:
MEMORANDUM
TO: Analysts and the Financial Community
FROM: Steven L. Kitchen, Western Resources, Chief Financial Officer
DATE: July 15, 1996
RE: Maxim Executive Compensation Plans Questioned
KCPL SHAREOWNERS SHOULD KNOW
THERE IS MORE THAN ONE ISSUE ON AUGUST 7 UTILICORP/KCPL BALLOT
KCPL shareowners are being asked to decide three issues at their August
7 special meeting. Only one ballot issue deals directly with the proposed
merger with UtiliCorp. The other two deal solely with financial compensation
for Maxim executive management following the merger of UtiliCorp and KCPL.
WHAT ARE KCPL SHAREOWNERS REALLY VOTING FOR?
KCPL shareowners are being asked to do the following:
1. Approve a management stock plan, which sets aside more than $240
million worth of stock in the new merged company (based on KCPL closing stock
price on July 12, 1996) for Maxim executives. That is approximately 9 million
shares of common stock for Maxim executives (see KCPL S-4 p. 77).
Currently, the KCPL directors and executive officers own less than one
percent of KCPL common stock. Under the plan, individual Maxim executives
could receive as much as $16 million worth (at last Friday's close) or 600,000
shares per year (see KCPL S-4 p. 77). Based on the Pro Forma common shares
projected to be outstanding following the proposed UtiliCorp/KCPL merger, this
means the directors could award executive management approximately 8 percent
of the new company common stock.
2. Approve a management bonus plan that allows short-term cash bonuses
to Maxim executives up to $2 million per person, per year (see KCPL S-4 p.
77).
JENNINGS' COMPENSATION JUMPS 191%
The employment contract for Mr. Jennings, KCPL chairman of the board,
president, and chief executive officer, is even richer than the initial $6
million estimate, as much as $8.350 million, plus benefits, if he leaves KCPL
following the UtiliCorp merger for good reason (see KCPL S-4 F-1 para 1(b) and
pg. F-4 para 5(a) 2).
p. 2 - MEMORANDUM
He can simply walk out the door after the third year with $5 million,
plus benefits, in his pocket, no questions asked (see KCPL S-4 pg. F-4 para
5(a)(ii).
Mr. Jennings will be eligible, if the UtiliCorp merger is approved, for
annual bonuses of up to at least $1.04 million, making his total potential
compensation of at least $1.67 million annually (see KCPL S-4 p. 19), which
would also apply to Mr. Richard C. Green, UtiliCorp chairman and chief
executive officer. That represents a 191 percent increase -- or almost three
times -- for Mr. Jennings' total compensation for 1995. And, under the terms
of the agreement, his salary can never be reduced.
WHAT DOES THIS MEAN?
It means much of the value projected by the UtiliCorp/KCPL proposal is
earmarked for Maxim executives rather than the owners and customers.
We believe KCPL shareowners should question the motives of the
management-endorsed UtiliCorp proposal and KCPL management's rejection of the
Western Resources $31 stock offer, which we continue to believe is financially
superior.
KCPL shareowners should vote AGAINST the UtiliCorp/KCPL proposal on the
GOLD proxy card and begin the processing of tendering their shares to Western
Resources.
We encourage you to contact us if KCPL shareowners have questions or you
wish to pass along comments.
We also encourage you to provide to KCPL shareowners the 1-800-223-2064
telephone number of Georgeson & Company, who is assisting us, so they can
discuss the benefits of our offer.
And finally, we can provide to you a listing of KCPL management and
board addresses and telephone numbers so KCPL shareowners can be heard.
This memorandum 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.