_____________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
Amendment No. 33 to
SCHEDULE 14D-9
Solicitation/Recommendation Statement Pursuant to
Section 14(d)(4) of the Securities Exchange Act of 1934
____________
KANSAS CITY POWER & LIGHT COMPANY
(Name of Subject Company)
KANSAS CITY POWER & LIGHT COMPANY
(Name of Person Filing Statement)
Common Stock, no par value
(Title of Class of Securities)
____________
485134100
(CUSIP Number of Class of Securities)
____________
Jeanie Sell Latz, Esq.
Senior Vice President-Corporate Services
Kansas City Power & Light Company
1201 Walnut
Kansas City, Missouri 64106-2124
(816) 556-2200
(Name, address and telephone number of person authorized
to receive notice and communications on behalf
of the person filing statement)
____________
Copy to:
Nancy A. Lieberman, Esq.
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
(212) 735-3000
_____________________________________________________________
<PAGE>
This statement amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 of Kansas
City Power & Light Company, a Missouri corporation ("KCPL"),
filed with the Securities and Exchange Commission (the
"Commission") on July 9, 1996, as amended, (the "Schedule 14D-
9"), with respect to the exchange offer made by Western
Resources, Inc., a Kansas corporation ("Western Resources"), to
exchange Western Resources common stock, par value $5.00 per
share, for all of the outstanding shares of KCPL common stock, no
par value ("KCPL Common Stock"), on the terms and conditions set
forth in the prospectus of Western Resources dated July 3, 1996
and the related Letter of Transmittal.
Capitalized terms used and not defined herein shall have the
meanings assigned to such terms in the Schedule 14D-9.
Item 9. Material to be Filed as Exhibits.
The following Exhibit is filed herewith:
Exhibit 106 Excerpt from employee newsletter distributed
commencing August 26, 1996.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of her knowledge
and belief, the undersigned certifies that the information set
forth in this Statement is true, complete and correct.
KANSAS CITY POWER & LIGHT COMPANY
By: /s/Jeanie Sell Latz
Jeanie Sell Latz
Senior Vice President-Corporate Services
Dated: August 26, 1996
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
___________ _______________________________________________________ ____
Exhibit 106 Excerpt from employee newsletter distributed commencing
August 26, 1996
<PAGE>
Exhibit 106
[Excerpt from employee newsletter distributed commencing August 26, 1996]
DON'T BELIEVE EVERYTHING YOU HEAR
In his letter to employees on Aug. 16, KCPL President
Drue Jennings said, "I would caution all of you not to be
surprised at any . . . claims of victory by Western
Resources." As Jennings predicted, Western issued news
releases and media statements speculating about the outcome
of the vote. In fact, Western representatives arrived at our
shareholders' meeting armed with copies of a news release
while some shareholders were still in the process of voting.
The simple fact is that the outcome of the vote will
not be known until the counting of the votes is complete.
Since neither KCPL nor Western knows what proxies the other
has, there is no way to predict with certainty the outcome
of the vote. The figures Western cited in its news release
are based on speculation and assumptions.
Using its speculative results, Western continues to
proceed with its hostile tender offer. Some shareholders may
be duped into believing they should tender their shares,
when in fact there is no reason to do so. Western has not
suddenly become an attractive merger partner for KCPL. When
questioned by reporters on that issue in his press
conference on Aug. 16, Jennings stated clearly that we
believe Western and KCPL do not have a good strategic fit,
and a combination with Western would not assist KCPL in
meeting its long-term strategic goals.
Western's exchange offer to KCPL shareholders is not
scheduled to expire until Sept. 20, so its aggressive media
campaign will undoubtedly continue. Because Western still
has not received the appropriate regulatory approvals and
has not satisfied certain other conditions to its offer, it
will most likely extend the Sept. 20 deadline from time to
time over a substantial period of time.
Senior Vice President Turner White, asked by reporters
to comment on Western's speculations, said, "Remember, Dewey
predicted victory over Truman, too." And a lot of newspaper
headlines had to be retracted and changed with the final
votes were counted.
COUNTING THE VOTES
With nearly 62 million KCPL shares outstanding,
Corporation Trust Company, the independent inspector of
election, has its work cut out.
- - First, it must determine that all proxies received are
from shareholders eligible to vote.
- - Then it must go through all proxies to eliminate
duplicates and be sure that only the last proxy
received is counted.
- - It must verify that each proxy is properly signed and
dated.
- - Finally, the vote must be reconciled. For example, if a
shareholder sent a proxy to Western voting against the
UCU merger but later decided to send one to KCPL in
favor of it, then the independent inspector of election
must be sure that only the duly executed proxy signed
closest to the close of the polls is counted.
Considering the large number of proxy ballots mailed to
shareholders, it's easy to see why this process will take
some time.
The independent inspector of election will spend the
next few weeks tabulating the vote. Preliminary results
should be available sometime in September. After both sides
receive the preliminary results, each will have the
opportunity to examine and challenge the proxy tabulation.
Following that, the vote will be certified and made public.
Until then, no one will know with certainty what the outcome
of the vote is.
If you have questions about the proxy counting process
or other merger-related issues, call the Employee Merger
Hotline at 1-800-718-8788.
