_____________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
Amendment No. 36 to
SCHEDULE 14D-9
Solicitation/Recommendation Statement Pursuant to
Section 14(d)(4) of the Securities Exchange Act of 1934
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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 110 Press release issued by KCPL on September 12, 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: September 12, 1996
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
__________ ___________________________________________________ ____
Exhibit 110 Press release issued by KCPL on September 12, 1996.
<PAGE>
Exhibit 110
FOR IMMEDIATE RELEASE
Media Contacts:
Pam Levetzow David Myers
816 / 556-2926 816 / 556-2312
Phyllis Desbien
816 / 556-2903 Joele Frank / Dan Katcher
Abernathy MacGregor Scanlon
212 / 371-5999
KCPL ANNOUNCES RESULTS OF PRELIMINARY VOTE TABULATION
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Kansas City, Missouri (September 12, 1996) - Kansas City Power &
Light Company (NYSE: KLT) today announced that according to a
preliminary tabulation by the independent inspector of election,
Corporation Trust Company, the KCPL/UtiliCorp merger proposal
received an affirmative vote of slightly less than a majority of
shares voting at the Special Meeting of Shareholders held on
August 16, 1996.
KCPL emphasized that the count was only preliminary and proxies
remain subject to review and challenge by both KCPL and Western
Resources. A final tabulation will not be compiled and the vote
will not be certified until the review and challenge process has
been completed.
Drue Jennings, Chairman of the Board, President and Chief
Executive Officer of KCPL, stated, "We are deeply gratified by
the significant support this planned, strategic merger received
from such diverse groups as shareholders, legislators, employees,
and community groups. We also appreciate the patience of our
shareholders throughout this long and difficult process.
However, in the event that it is confirmed that a majority of
shares voting at the Special Meeting did not vote in favor of the
KCPL/UtiliCorp merger proposal, we will review our alternatives
and pursue options which the Board believes are in the best
interests of KCPL, its shareholders and other constituencies it
serves.
"Our Board has rejected Western's hostile exchange offer, and
continues to recommend that shareholders not tender their shares
to Western," continued Mr. Jennings. "Given that nearly one-half
of the shares voting at the August 16 Special Meeting clearly
preferred the KCPL/UtiliCorp merger, it is difficult to see how
Western could possibly get close to satisfying the condition to
its tender offer which requires acceptance of the offer by the
owners of 90% of KCPL's shares."
Kansas City Power & Light Company provides electric power to a
growing and diversified service territory encompassing
metropolitan Kansas City and parts of eastern Kansas and western
Missouri. KCPL is a low-cost producer and leader in fuel
procurement and plant technology. KLT Inc., a wholly-owned
subsidiary of KCPL, pursues opportunities in non-regulated,
primarily energy-related ventures.
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