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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 29, 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 April 28, 1996, Western Resources, Inc. issued the
following Press Release:
UTILITY ANALYSTS SUPPORT
WESTERN RESOURCES' MERGER OFFER
TOPEKA, Kansas, April 28, 1996 -- The overwhelmingly
positive reaction of utility analysts to the Western Resources
offer to merge with Kansas City Power & Light represents a strong
endorsement of the Western Resources offer, Western Resources'
chairman and chief executive officer John E. Hayes, Jr.,
announced today.
"We have been extremely pleased by the favorable reaction of
some of the utility industry's top financial experts," Hayes
said. "After studying our offer and discussing it with us, their
response has been uniformly positive."
Hayes said most of the analysts have concluded the proposed
Western Resources/KCPL merger offers greater immediate benefits
to shareholders and customers than UtiliCorp's offer to KCPL. And
because the two companies would fit so well together, Hayes said,
the analysts believe a Western Resources/KCPL merger would
strengthen both companies through impressive cost savings and
provide synergy for future growth.
"The best evidence of how our proposed merger is being
evaluated by the financial community can be seen from some of
their published comments," Hayes said.
Hayes cited an earlier analyst evaluation of Western
Resources, which he said should put to rest the claim that
Western Resources lacks the vision to meet the challenges posed
by deregulation and stiffer competition:
"We regard (Western Resources') management among the most
innovative in the industry, a characteristic that will become
increasingly important as the industry becomes more
competitive."
Edward Tirello, NatWest Securities Corporation, Dec.
22, 1995.
Hayes also cited the following analyst comments:
"Western Resources has a proven track record of successfully
working through utility mergers in the recent past in a way that
creates shareholder value and benefits for ratepayers. Because
of this, we have a great deal of confidence that the management
can accomplish similar success in a merger with KLT (KCPL)."
Barry M. Abramson, CFA, Prudential Securities, April
23, 1996.
"...we believe that Western Resources' proposal is clearly
superior from both a shareholder (premium and dividend increase),
ratepayer (larger rate cuts) . . . "
Steven I. Fleishman, Dean Witter Reynolds, Inc., April
16, 1996.
"...UtiliCorp (UCU) carries the most downside for KLT
(KCPL). We anticipate a BBB+ rating under this scenario because:
(1) UCU has weaker financials; and (2) has fewer operating
synergies. Shareholders will undoubtedly find the (WR/KCPL)
$1.23 per share premium attractive and regulators will
undoubted(ly) be lured by the $1.043 billion expense savings (1/3
of which will be passed on to customers)."
Dan Scotto, Bear, Stearns & Co., Inc., April 15, 1996
"Western Resources' offer to merge with KLT (KCPL) appears
significantly better than KLT's proposed merger with UtiliCorp.
New company would have higher earnings, higher dividend, strong
balance sheet and good cash flow."
Greg Gordon, CFA, Oppenheimer & Co., Inc., April 18,
1996.
"WR's offer is clearly better for KLT shareholders and
customers than the agreed-to
merger with UCU (UtiliCorp)."
Douglas A. Fischer, CFA, A.G. Edwards & Sons, Inc.,
April 15, 1996.
Hayes pointed out that the quotes from industry experts were
not solicited by Western Resources, but stemmed from their own
independent evaluation of the company.
"When I announced our offer to merge with KCPL, I called the
offer a 'win, win, win' proposition, and I think these expert
opinions bear me out," Hayes said. "A Western Resources/KCPL
merger will be a win for our shareholders, a win for our
customers, a win for employees and a win for the communities
these two great companies serve."
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
and Judith A. Wilt.
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 April 29, 1996 By Jerry D. Courington
Jerry D. Courington,
Controller