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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 29)
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. 29 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)(87) Letter sent to a KCPL shareowner on August 16, 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 19, 1996 By /s/ JERRY D. COURINGTON
Jerry D. Courington,
Controller
INDEX TO EXHIBITS
Sequentially
Numbered
Exhibit No. Description Pages
(a)(87) Letter sent to a KCPL shareowner
on August 16, 1996 1
Exhibit No. (a)(87)
The following letter was sent to a KCPL shareowner on August 16, 1996:
John E. Hayes, Jr.
Chairman of the Board
and Chief Executive Officer
August 15, 1996
Addressee
Dear Addressee,
Thank you for your recent letter concerning our offer to merge with
Kansas City Power & Light.
As you know, on June 17 we sent our revised offer to the board of
directors of KCPL. We believe this revised offer, as we believe our original
offer was, is financially superior as well as the most beneficial for all
involved. This financial superiority is in addition to the benefits the
proposed Western Resources/KCPL combination would offer employees and
customers. Our offer says there will be no layoffs, period. Our experience
with merging KGE and KPL demonstrated that employees do not have to lose for
shareowners and customers to win. In the KGE merger of 1992, millions of
dollars in savings were achieved with no layoffs. Through this combination,
we also were able to offer $32 million in customer rebates.
At its core, our offer is a demonstrated interest in a neighboring
utility company. KCPL is, we believe, a high-quality company similar to ours
in its dedication to customer service and managing for the new competitive
environment over the long-term. 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.
In spite of our strong offer, KCPL management has again refused to meet
with us. Therefore, we have formally asked shareowners of KCPL to tender
shares to us to make this combination a reality.
Again, thank you for sharing your concerns. If you have further
questions about our offer, please do not hesitate to contact me or Georgeson &
Company Inc. at 1-800-223-2064.
Sincerely,
/s/ John E. Hayes, Jr.
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.