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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) April 22, 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
The following press release was issued in response to Kansas City Power
& Light's (KCPL) rejection of the Company's merger proposal on April 22, 1996.
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 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., M.I.S.), 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
Services), Doug 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 and
Bruce R. Burns.
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. Kaweja (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.
WESTERN RESOURCES DISAPPOINTED BY KCPL'S RESPONSE,
PREPARES TO SOLICIT KCPL SHAREHOLDERS
TOPEKA, Kansas, April 22, 1996 -- "We are extremely disappointed that we
were not given an opportunity to meet with the Kansas City Power & Light board
to present our offer," said John E. Hayes, Jr., Western Resources chairman of
the board and chief executive officer. Hayes made the statement in response to
today's announcement by the KCPL board of directors declining Western
Resources' merger offer.
"The terms of a Western Resources/KCPL merger are clearly financially
superior to those proposed by UtiliCorp. We are convinced that given an
opportunity to fully understand our offer, the KCPL board would have concluded
that it is depriving its shareholders of the benefits of a better deal -- an
increased dividend, a better price, and greater financial strength for the
future," said Hayes. "We continue to welcome the opportunity to discuss our
offer with KCPL's board."
The Western Resources board of directors met following the action by
KCPL and unanimously authorized the company to move forward with a plan to
combine the two companies.
"After a week of consideration, we thought KCPL's board would recognize
that the dollar opportunities for shareholders, customers, employees and the
community are simply too great to ignore," said Hayes. "We must pursue all
avenues to bring about a Western Resources/KCPL merger. Therefore, we will go
directly to KCPL shareholders and ask them to vote against the proposed merger
of UtiliCorp and KCPL."
Western Resources' proxy solicitation materials are being filed today
with the Securities and Exchange Commission (SEC) and will be mailed shortly.
Western Resources also is filing today exchange offer materials with the SEC
and intends to make its offer directly to shareholders of KCPL as soon as its
registration statement has been declared effective by the SEC.
On April 14, Western Resources offered to merge with KCPL in a tax-free
transaction offering increased annual dividends for KCPL shareholders, a
premium over market price for KCPL common shares, earnings improvement for
Western Resources and KCPL shareholders, and lower rates for customers, all
without any employee layoffs.
"Our initial review of the KCPL board's decision to reject our offer
indicates a general lack of understanding on their part of both Western
Resources and our proposal. We will be responding in detail very shortly,"
said Hayes. "We believe once KCPL shareholders review our materials, they,
too, will conclude that we're offering the better merger for everyone
involved."
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.
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 April 22, 1996 By S. L. Kitchen
S. L. Kitchen, Executive Vice President
and Chief Financial Officer
Date April 22, 1996 By Jerry D. Courington
Jerry D. Courington,
Controller