_____________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
Amendment No. 39 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 Exhibits are filed herewith:
Exhibit 113 Letter to KCPL shareholders distributed commencing
September 19, 1996.
Exhibit 114 Letter to brokers distributed commencing September 19,
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 19, 1996
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
___________ _______________________________________________________ ____
Exhibit 113 Letter to KCPL shareholders distributed commencing
September 19, 1996.
Exhibit 114 Letter to brokers distributed commencing September 19,
1996.
<PAGE>
Exhibit 113
September 18, 1996
Dear Shareholder:
The independent inspector of election has advised us that the
Company's proposed merger with UtiliCorp United Inc. received
slightly less than the majority of shares voting at the
August 16, 1996, shareholders' meeting. Due to Western
Resources' proxy contest, the efforts to obtain approval of the
merger with UtiliCorp fell short, and the merger agreement was
terminated. We appreciate, however, your patience and support
throughout this lengthy process.
As you know, Western is continuing to pursue its hostile exchange
offer which has been rejected by the Company's Board of
Directors. Given that nearly one-half of the shares voting at
the August 16 shareholders' meeting rejected Western's position,
it is difficult to see how Western can possibly satisfy the
condition to its offer requiring 90% of the shares outstanding be
tendered. In the meantime, there is absolutely no reason for you
to tender your shares to Western. Western, by its own admission,
cannot exchange any shares on October 25, 1996, the scheduled
expiration date of its offer, since its hostile offer is subject
to numerous conditions which cannot be met by that date, if ever,
including the various state and federal regulatory approvals.
While the Board of Directors is reviewing all its options, KCPL
is proceeding with the implementation of its strategic business
plan to continue building revenue, income and share value for
you. As always, we will continue to keep you informed of
important developments, and we again thank you for your patience
and support.
Sincerely,
/s/ Drue Jennings
<PAGE>
Exhibit 114
September 19, 1996
Dear Financial Advisor:
The independent inspector of election has advised us that the
Company's proposed merger with UtiliCorp United Inc. received
slightly less than the majority of shares voting at the
August 16, 1996, shareholders' meeting. Due to Western
Resources' proxy contest, the efforts to obtain approval of the
merger with UtiliCorp fell short, and the merger agreement was
terminated. We appreciate, however, your patience and support
throughout this lengthy process.
As you know, Western is continuing to pursue its hostile exchange
offer which has been rejected by the Company's Board of
Directors. Given that nearly one-half of the shares voting at
the August 16 shareholders' meeting rejected Western's position,
it is difficult to see how Western can possibly satisfy the
condition to its offer requiring 90% of the shares outstanding be
tendered. In the meantime, there is absolutely no reason for you
to advise your clients to tender their shares to Western.
Western, by its own admission, cannot exchange any shares on
October 25, 1996, the scheduled expiration date of its offer,
since its hostile offer is subject to numerous conditions which
cannot be met by that date, if ever, including the various state
and federal regulatory approvals.
While the Board of Directors is reviewing all its options, KCPL
is proceeding with the implementation of its strategic business
plan to continue building revenue, income and share value for
our shareholders. As always, we will continue to keep you
informed of important developments, and we again thank you for
your patience and support.
Sincerely,
/s/David Myers
David Myers
Manager, Investor Relations
816-556-2312
1-800-245-5275
