View:
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported) June 17, 1996
WESTERN RESOURCES, INC.
(Exact name of Registrant as Specified in Its Charter)
KANSAS 1-3523 48-0290150
(State or Other Jurisdiction of (Commission (Employer
Incorporation or Organization File Number Identification No.)
818 KANSAS AVENUE, TOPEKA, KANSAS 66612
(address of Principal Executive Offices (Zip Code)
Registrant's Telephone Number Including Area Code (913) 575-6300
WESTERN RESOURCES, INC.
Item 5. Other Events
On June 17, 1996, Western Resources, Inc. issued the following press
release which included a letter sent to Kansas City Power & Light Company.
WESTERN RESOURCES RAISES KCPL MERGER OFFER
TO $31 FROM $28 PER KCPL COMMON SHARE
KCPL DIVIDENDS TO INCREASE
TOPEKA, Kansas, June 17, 1996 -- Western Resources today increased the
price in its offer to merge with Kansas City Power & Light Company (KCPL) to
$31 from $28 in Western Resources common shares for each share of KCPL common
stock. The increased offer, which remains a tax-free, stock-for-stock
transaction, is valued at $1.9 billion.
With the higher offer of $31, the offer represents a 30 percent premium
over the closing price of KCPL's common stock immediately prior to Western
Resources' announcement of its original offer and a 20 percent premium over
last Friday's closing price.
Under the revised offer, following the merger KCPL shareholders would
receive a dividend of between $2.00 and $2.35 per KCPL common share based on
Western Resources' projected 1998 annual dividend.
"This merger makes great business sense, and we must pursue its
completion. We urge the KCPL board of directors to accept our offer that we
believe is clearly financially superior to the UtiliCorp proposal," said John
E. Hayes, Jr., Western Resources chairman of the board and chief executive
officer.
"A combined Western Resources/KCPL will be better positioned to lead
the reshaping of the increasingly competitive marketplace. Together, we will
be able to create additional value for our shareholders and our customers," he
said.
"We believe the recent restructuring of the UtiliCorp/KCPL merger
proposal is an obvious attempt to restrict the voice of KCPL shareholders. Our
$31 offer per KCPL common share equates to better value, a stronger company,
and economic benefits to our bi-state area."
Hayes said the company anticipates the registration statement for its
exchange offer for KCPL will be declared effective by the Securities and
Exchange Commission in early July. Immediately thereafter, the company will
mail exchange offer materials to KCPL shareholders.
"We remain hopeful that KCPL's management and board will see the merits
and benefits of our new offer and, for the sake of their shareholders,
employees, and customers, take the opportunity to meet with us personally to
discuss our offer," said Hayes.
A copy of the correspondence sent today to KCPL is attached.
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.
Western Resources has filed exchange offer materials with the Securities
and Exchange Commission and intends to make its offer directly to shareholders
of KCPL as soon as its registration statement has been declared effective by
the Securities and Exchange Commission.
A registration statement relating to the Western Resources securities
referred to in these materials has been filed with the Securities and Exchange
Commission but has not yet become effective. Such securities may not be sold
nor may offers to buy be accepted prior to the time the registration statement
becomes effective. These materials shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of these
securities in any state in which such offer, solicitation, or sale would be
unlawful prior to registration or qualification under the securities law of
any such state.
(Letter of John E. Hayes, Jr., Chairman of the Board and Chief Executive
Officer of Western Resources, Inc.)
June 17, 1996
Mr. A. Drue Jennings
Chairman of the Board, President
and Chief Executive Officer
Kansas City Power & Light Company
1201 Walnut
Kansas City, MO 64141-9679
Dear Drue,
The Board of Directors of Western Resources feels so strongly
about the benefits of combining our companies that it has authorized me
to make the following revised merger offer:
KCPL shareowners would receive $31 in Western Resources common
stock in exchange for each share of KCPL common stock. The
exchange ratio has a protective collar so that KCPL shareowners
will receive at least 0.933 and as much as 1.1 shares of Western
Resources common stock for each share of KCPL common stock.
This new price represents a 30% premium over KCPL's closing
price on April 12, 1996, the last trading day prior to the
announcement of our original offer, and a 20% premium over last
Friday's closing price.
Under this revised offer, following the merger KCPL shareowners
would receive a dividend of between $2.00 and $2.35 per KCPL share
based on Western Resources' projected 1998 annual dividend.
As I stated to you in my letter of April 14th, a combined
KCPL/Western Resources will be better positioned to lead the reshaping
of the increasingly competitive marketplace brought about by technology,
customer and legislative demands.
Our four part business strategy consists of the following
elements:
a strong core utility business,
a strong regional presence as a total energy provider,
a branded national presence that will cause us to be among the
leading diversified energy and related services companies in the
U.S., and
being a leader in the international energy business.
We will be able to create value because of our larger scale,
expanded access to future energy customers, and the complementary nature
of our growing energy and unregulated businesses.
This offer is, of course, contingent upon receipt of necessary
approvals from shareowners, regulatory and other governmental agencies,
and the availability of pooling of interest accounting. In addition,
this offer is expressly conditioned on KCPL's compliance with and
termination of its obligations under your Amended and Restated Agreement
and Plan of Merger, dated as of May 20, 1996.
Western Resources is prepared to negotiate a friendly transaction
with KCPL that will deliver superior value to your shareowners. Make no
mistake, however, if you again refuse to discuss our revised offer with
us, we will continue the pursuit of our offer by directly seeking the
support of your shareowners. Restructuring your deal is an obvious
attempt to disenfranchise your shareowners, raising one essential
question... who really owns KCPL, the management or the shareowners?
As I am sure you can appreciate, time is of the essence.
Accordingly, we would appreciate hearing from you as soon as
practicable, and in any event, no later than noon on Monday, June 24,
1996.
Sincerely,
/s/ John
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
Western Resources, Inc.
Date June 17, 1996 By /s/ Jerry D. Courington
Jerry D. Courington,
Controller