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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 3, 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 3, 1996, Western Resources, Inc. issued the following Press
Release:
WESTERN RESOURCES FILES MERGER APPLICATION WITH PSC;
MERGER OFFERS BETTER DEAL FOR ALL
TOPEKA, Kansas, May 3, 1996 -- Western Resources today filed an
application with the Missouri Public Service Commission (PSC) seeking
approval to merge with Kansas City Power & Light (KCPL). The
application also requests the Missouri PSC reject the proposed merger
of UtiliCorp and KCPL.
"We are asking the Missouri PSC to approve the merger that we
believe would be the best for customers, shareholders, and employees
-- a Western Resources/KCPL combination. Our long-term business plan
is one based on customer driven benefits, as well as expansion and
growth, not retrenchment," said John E. Hayes, Jr., Western Resources
chairman of the board and chief executive officer. "Our merger
results in about $400 million more in savings over 10 years than the
UtiliCorp transaction."
If a Western Resources merger is approved, customers would benefit
from the combination, which would create an $8.3 billion energy
company with the financial strength to provide lower, stable rates and
superior service. KCPL customers in Missouri would experience rate
reductions 30% greater than the reductions under the UtiliCorp deal.
Western Resources also pledged a five-year rate freeze after the merger
is completed.
Western Resources' application details the financial terms of the
merger offer, including higher dividends and a better share price to
KCPL shareholders.
"Based on our experience with the 1992 merger of KPL and Kansas Gas
and Electric (KGE)," said Hayes, "we're confident our savings
projections are on target, the benefits to shareholders are real, and
our offer is better than UtiliCorp's."
Hayes also said Western Resources commits to not laying off any
Western Resources or KCPL employees as a result of the merger. "We're
proud of the fact we achieved our savings targets in our previous
merger without laying off any KPL or KGE employees. We are committed
to doing the same in this merger."
On April 14, Western Resources proposed a merger with KCPL that
would produce more than $1 billion in cost savings. The merger would
be a tax-free stock exchange transaction offering increased annual
dividends and a premium over market price for KCPL shareholders,
earnings improvement for Western Resources and KCPL shareholders, and
lower rates for customers.
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.
SHARES OF KANSAS CITY POWER & LIGHT COMPANY ("KCPL")
COMMON STOCK HELD BY WESTERN RESOURCES, INC. ("WESTERN RESOURCES"), ITS
DIRECTORS AND EXECUTIVE OFFICERS AND CERTAIN EMPLOYEES, OTHER
REPRESENTATIVES OF WESTERN RESOURCES AND CERTAIN OTHER PERSONS WHO MAY SOLICIT
PROXIES, AND CERTAIN TRANSACTIONS BETWEEN ANY OF THEM AND KCPL
Western Resources may solicit proxies against the KCPL/UtiliCorp
United Inc. merger. The participants in this solicitation may include
Western Resources, the directors of Western Resources (Frank J.
Becker, Gene A. Budig, C.Q. Chandler, Thomas R. Clevenger, John C.
Dicus, John E. Hayes, Jr., David H. Hughes, Russell W. Meyer, Jr.,
John H. Robinson, Louis W. Smith, Susan M. Stanton, Kenneth J. Wagnon
and David C. Wittig), and the following executive officers and
employees of Western Resources or its subsidiaries: Steven L. Kitchen
(E.V.P. and C.F.O.), Carl M. Koupal, Jr. (E.V.P. and CAO), John K.
Rosenberg (E.V.P. and G.C.), Jerry D. Courington (Controller), James
T. Clark (V.P.), William G. Eliason (V.P.), Thomas L. Grennan (V.P.),
Richard M. Haden (E.V.P.), Norman E. Jackson (E.V.P.), James A. Martin
(V.P.), Hans E. Mertens (V.P.), Carl A. Ricketts (V.P.), David E. Roth
(V.P.), Mark A. Ruelle (V.P.), Edward H. Schaub (V.P.), Thomas E. Shea
(Treasurer), Richard D. Terrill (Secretary), William B. Moore
(President, KGE), Steven A. Millstein (President, Westar Consumer),
Rita A. Sharpe (V.P., Westar Business), Kenneth T. Wymore (President,
Westar Business), C. Bob Cline (President, Westar Capital), Fred M.
Bryan (President, KPL), Roderick S. Donovan (V.P., Westar Gas
Marketing), Catherine A. Forbes, Hal L. Jensen, Lisa A. Walsh, Donald
W. Bartling, Michael L. Faler, Clyde R. Hill, Leroy P. Wages, David R.
Phelps, Wayne Kitchen, Glen A. Scott, Jr., Kelly B. Harrison, Marcus
J. Ramirez, Anita J. Hunt, Ira W. McKee, Jr., Michael D. Clark
(Controller, Westar Business), Douglas J. Henry, Annette M. Beck, C.W.
Underkofler, Carol E. Deason, James N. Wishart, Gregory M. Wright,
Richard D. Kready, Michel' J. Philipp, Greg A. Greenwood, Carolyn A.
Starkey, Bruce A. Akin, James J. Ludwig, Bruce R. Burns, Kelly D.
Foley, Robin D. Brown, Rechell L. Smith, Shari L. Gentry, Gay V.
Crawford, Susan K. Reese, Don W. Whitlock, Denise A Schumaker, Duane
D. Goertz, Robert J. Knott, Judith A. Wilt and Lori A. Finney.
As of April 19, 1996, Western Resources had no security holdings in
KCPL. Robert L. Rives, a person who will solicit proxies, is the
beneficial owner of 500 shares of common stock, no par value, of KCPL
(the "KCPL Common Stock"). Western Resources director Susan M.
Stanton serves as co-trustee of two trusts, which beneficially own
7,900 shares of KCPL Common Stock. No trading activity has occurred
with respect to any of such stock during the last two years. Western
Resources director C.Q. Chandler is Chairman of the board of directors
of INTRUST Financial Corporation. INTRUST Bank, a subsidiary of
INTRUST Financial Corporation, holds in ten trust accounts an
aggregate of 5,468 shares of KCPL Common Stock. Wayne Kitchen is the
beneficial owner of 400 shares of KCPL Common Stock.
Other than as set forth, herein, as of the date of this news
release, neither Western Resources nor any of its directors, executive
officers or other representatives or employees of Western Resources,
or other persons known to Western Resources, who may solicit proxies
has any security holdings in KCPL. Western Resources disclaims
beneficial ownership of any securities of KCPL held by any pension
plan of Western Resources or by any affiliate of Western Resources.
Although Salomon Brothers Inc, financial advisors to Western
Resources, do not admit that they or any of their directors, officers,
employees or affiliates are a "participant," as defined in Schedule
14A promulgated under the Securities Exchange Act of 1934 by the
Securities and Exchange Commission, or that such Schedule 14A requires
the disclosure of certain information concerning Salomon Brothers Inc,
Gregg S. Polle (Managing Director), Arthur H. Tildesley, Jr.
(Director), Terence G. Kawaja (Vice President) and Anthony R.
Whittemore (Associate), in each case of Salomon Brothers Inc, may
assist Western Resources in such a solicitation. Salomon Brothers Inc
engages in a full range of investment banking, securities trading,
market-making and brokerage services for institutional and individual
clients. In the normal course of their business, Salomon Brothers Inc
may trade securities of KCPL for their own account and the account of
their customers and, accordingly, may at any time hold a long or short
position in such securities. As of April 19, 1996, Salomon Brothers
Inc did not hold any securities of KCPL.
Except as disclosed above, to the knowledge of Western Resources,
none of Western Resources, the directors or executive officers of
Western Resources or the employees or other representatives of Western
Resources named above has any interest, direct or indirect, by
security holdings or otherwise, in KCPL.
A registration statement relating to the Western Resources
securities referred to in this news release 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. This
news release 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 3, 1996 By /s/ Jerry D. Courington
Jerry D. Courington,
Controller