_____________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
Amendment No. 37 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
_____________________________________________________________
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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 111 Letter to KCPL employees distributed commencing
September 13, 1996.
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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: September 13, 1996
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EXHIBIT INDEX
Exhibit No. Description Page
___________ _______________________________________________ ____
Exhibit 111 Letter to KCPL employees distributed commencing
September 13, 1996.
<PAGE>
Exhibit 111
September 13, 1996
To all Employees:
We learned yesterday from the independent inspector of election
that the Company's proposed merger with UtiliCorp United received
slightly less than the majority of shares voting at the August
16, 1996, shareholders' meeting. This vote is preliminary and
proxies remain subject to review and challenge by both KCPL and
Western Resources.
I am deeply gratified by the significant support we received from
such diverse groups as shareholders, legislators, community
groups and especially employees. You continue to make me proud
to be a part of KCPL.
As you know, Western is continuing to pursue its hostile exchange
offer, which has been rejected by our Board of Directors. Our
board continues to recommend that shareholders not tender their
shares to Western. We are reviewing all our alternatives and will
pursue options which the Board of Directors believes are in the
best interests of KCPL, its shareholders and constituencies we
serve.
Sincerely,
/s/ Drue Jennings
