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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) May 6, 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 May 6, 1996, Western Resources, Inc. issued the following Press
Release:
Western Resources Mails Proxy Materials To KCPL Shareholders
Shareholders Urged To Vote "AGAINST" On The Blue Proxy Card
In Order To Have Chance To Consider Western Offer
Western Resources late Friday filed definitive proxy materials with the
Securities and Exchange Commission (SEC) in Washington, D.C., with
respect to its solicitation of proxies AGAINST the proposed
UtiliCorp/KCPL merger. The proxy and a preliminary prospectus describing
Western Resources' proposed exchange offer for shares of Kansas City
Power & Light Company (KCPL) is being mailed to all KCPL shareholders
today.
"We are now able to deliver directly to KCPL shareholders the full
details of our proposed offer for KCPL announced in April," said John E.
Hayes, Jr., Western Resources chairman of the board and chief executive
officer. "Unfortunately, we believe that until now, KCPL shareholders
have been inundated with misleading information from KCPL and
UtiliCorp."
Hayes said KCPL shareholders soon will receive a proxy statement
asking them to vote AGAINST the proposed UtiliCorp/KCPL merger so that
they can consider the Western Resources offer. A preliminary prospectus
explaining the offer is included with the proxy. Once the SEC has
declared the Western Resources' registration statement effective,
Western Resources will commence an offer to KCPL shareholders to
exchange their shares for Western Resources' shares.
Even if KCPL shareholders have previously voted on the
UtiliCorp/KCPL merger proposal, they are entitled to vote again with the
blue proxy card included with the proxy materials. A vote AGAINST the
UtiliCorp/KCPL merger by KCPL shareholders will give them time for a
more thorough review of the Western Resources offer. The most recently
dated proxy card is the vote that matters.
Hayes reminded shareholders that a vote AGAINST the UtiliCorp/KCPL
merger is not a vote FOR a Western Resources offer. Instead, the AGAINST
vote simply allows KCPL shareholders more time to review Western
Resources offering materials, which may not be mailed in final form
until after the UtiliCorp/KCPL shareholder meeting scheduled for May 22.
"Timing is everything in giving KCPL shareholders a choice," said
Hayes. "A vote AGAINST today gives shareholders the chance to make a
well-informed choice based on fact, not on what we believe to be
misleading statements from other sources. I'm satisfied that once KCPL
shareholders get those facts about the Western Resources offer -- a
higher premium, higher dividend, lower rates, a stronger community --
they will vote AGAINST the UtiliCorp/KCPL merger on the blue proxy
card."
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.
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 securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration and
qualification under the securities laws of any such state.
On May 6, 1996, Western Resources, Inc. issued the following Press Release:
LETTER TO SEC LISTS 13 MISINFORMATION AREAS BY KCPL
IN RESPONDING TO WESTERN RESOURCES' MERGER OFFER
ASKS COMMISSION TO REQUIRE KCPL TO RE-SOLICIT NEW PROXIES
TOPEKA, Kansas, May 6, 1996 -- Calling Kansas City Power & Light
Company's statements concerning the proposed exchange offer by Western
Resources what it believes to be "materially false and/or materially
misleading," Western Resources' counsel today sent a detailed letter to the
Securities and Exchange Commission listing 13 "misinformation areas" in
letters, press releases and advertisements being distributed by KCPL and
UtiliCorp.
"This campaign of misinformation by KCPL, assisted by UtiliCorp, has
been triggered by the emergence of Western Resources' proposed exchange
offer for KCPL and has been calculated to poison KCPL shareholders against
the Western Resources offer even before the KCPL shareholders receive
Western Resources' proxy materials and preliminary prospectus," the letter
said.
"In Western Resources view, as more fully documented herein, KCPL's
misinformation tactics include:
+Making statements that are either simply false or otherwise omit
materially necessary facts;
+Continually representing as "fact" matters that are, at best,
opinion, and, at worst, rank speculation;
+Continually focusing on customary language in the Western
Resources Preliminary Prospectus informing shareholders about
the uncertainties inherent in forward-looking statements and
implying that such customary language conveys substantial doubt
on Western Resources' part about the statements; this is a
particularly insidious tactic considering that KCPL's
shareholders had not yet received the Preliminary Prospectus;
and
+Highlighting potential obstacles to the consummation of the
Western Resources transaction without advising its shareholders
that the KCPL board can remove these obstacles."
"KCPL's campaign of misinformation began with an April 21,
1996, letter to shareholders from Drue Jennings, KCPL's chairman
of the board, president and chief executive officer, unfairly
mischaracterizing the Western Resources offer and urging KCPL
shareholders to vote for the UtiliCorp proposal," the letter
states. "It continued with an April 26, 1996, KCPL advertisement
repeating many of the misleading statements and misinformation
contained in the April 21 letter. It proceeded with an April 29,
1996 KCPL letter and advertisement containing more misstatements
and misinformation. Also on April 29, 1996 UtiliCorp published
an advertisement entitled 'Merger Facts,' repeating many of
KCPL's misstatements and misinformation."
Western Resources urges the Commission exercise the
authority clearly granted by Congress to protect KCPL
shareholders' right to exercise their voting authority on a
"fair, honest and informed basis."
The letter takes issue with KCPL's argument that a Western
Resources/KCPL merger cannot produce over $1 billion in cost
savings, compared to $636 million projected in the UtiliCorp
deal. KCPL advertisements have misstated and mischaracterized
early letters between the companies discussing preliminary,
minimum savings estimates. "Nowhere in its various statements
does KCPL explain how a merger with Western Resources (which is
considerably larger than either KCPL or UtiliCorp and has more
contiguous and overlapping territories with KCPL than does
UtiliCorp) could generate less savings than the $636 million
projected in the UtiliCorp proposal." The letter points to
extensive analysis done in 1996 to support the $1 billion
projection.
Furthermore, when KCPL argued that Western Resources cannot
get 90% of the KCPL shares tendered in a "hostile situation," it
apparently forgot that its own offer in 1990 for KGE contained
the same requirement, and that its financial advisor, Donaldson,
Lufkin & Jenrette (now UtiliCorp's advisor) said at that time it
was "entirely possible that more than 90% of KGE's outstanding
common and preferred shares will be tendered," even if the offer
remained hostile. The same advisor insisted that statements to
the contrary were "misleading and distorted the likelihood of a
successful acquisition of KGE by KCPL" according to an affidavit
filed by KCPL with the Federal Energy Regulatory Commission.
The letter also pointed KCPL's mischaracterization of the
Western Resources proposal as placing more risk on KCPL
shareholders than the UtiliCorp deal. It pointed out, "declines
in stock price [of UtiliCorp] will also be borne by KCPL
shareholders and ... the magnitude of that decline to KCPL
shareholders will remain unchecked." In contrast "the Western
Resources 'collar' provides assurance to KCPL shareholders that
they will receive $28.00 worth of Western Resources stock as long
as the price of Western Resources stock ranges between $28.43 and
$33.61."
For a copy of the multi-page letter, refuting point-by-point
the 13 areas of misinformation statements by UtiliCorp and KCPL,
contact Michel' Philipp at (913) 575-1927.
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.
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 laws of any such state.
SIGNATURE
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 May 6, 1996 By /s/ Jerry D. Courington
Jerry D. Courington,
Controller