_____________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
Amendment No. 31 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 103 Excerpt from script for KCPL employee information
hotline bulletin issued on August 19, 1996.
Exhibit 104 Employee newsletter distributed August 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: August 19, 1996
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
__________ _________________________________________________ ____
Exhibit 103 Excerpt from script for KCPL employee information
hotline bulletin issued on August 19, 1996
Exhibit 104 Employee newsletter distributed August 19, 1996
<PAGE>
Exhibit 103
[Excerpt from script for KCPL employee information hotline bulletin issued
on August 19]
At Friday's Special Meeting of Shareholders, Kansas City Power &
Light Company's chairman Drue Jennings thanked KCPL shareholders for
their support and patience throughout this lengthy contested
solicitation and expressed optimism about the outcome of the vote.
A complete copy of the news release and a letter from Drue
Jennings is available in the Merger Update icon in the CorpInfo
group of Windows. In addition, look for a special merger issue
of LightLines today.
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<PAGE>
Exhibit 104
[Employee newsletter distributed commencing August 19, 1996]
More than 500 KCPL shareholders attended the Special Meeting
of Shareholders on Friday, Aug. 16, at the Westin Crown
Center.
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KCPL CLOSES VOTE AT SPECIAL MEETING OF SHAREHOLDERS
Before a standing-room-only crowd of more than 500
shareholders, KCPL President and Chairman Drue Jennings
officially closed the proxy vote at 10:30 a.m. on Fri., Aug. 15.
"I'm grateful for the interest and continued confidence
our shareholders have demonstrated in the operation of this
company," he said. "I thank you for your support and your
patience throughout this lengthy proxy solicitation."
Prior to the closing of the polls at the meeting, all
proxy cards and ballots were turned over to the independent
inspector of election, Corporation Trust Company, which,
over the next several weeks, will tabulate the vote. It is
expected that the preliminary tabulation will be provided to
both KCPL and Western Resources sometime in September.
Jennings promised that KCPL will publicly announce the final
results as soon as they are available.
In closing the meeting, Jennings specifically thanked
the employees who have spent untold hours answering phone
calls from shareholders.
At a news conference immediately following the meeting,
Jennings fielded additional merger-related questions. Asked
about KCPL's strategic plan, he said, "Our plan requires us
to think differently than the regulated utility we've always
been in the past. We must prepare for different markets and
execute those plans effectively. That might include our
international business dealings, as well as joint ventures,
strategic alliances and business ventures to complete our
plans.
"We believe that merging with UtiliCorp would really
accelerate our pace in getting to where we already know we
want to go."
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MERGER Q&A
Q: What is the process for counting the votes?
A: All proxy cards and ballots have been turned over to
Corporation Trust Company, the independent inspector of
election which will tabulate the vote. It is expected
that the preliminary tabulation will be provided to both
sides sometime in September. Once the preliminary
tabulations are available, KCPL and Western Resources
each will have the opportunity to examine and challenge
the proxy tabulation. After that, the vote will be
certified and, at that time, the count will be official.
Q: If the results aren't known yet, why is Western claiming
that it received 53 percent of the votes cast?
A: KCPL does not know the results of the vote, and neither
does Western. In fact, Western representatives came to
the shareholder meeting with news releases stating their
victory even before the polls were closed. The figures
Western quoted in the media are based on speculation and
assumptions. KCPL refuses to engage in such practices and
will make the vote public as soon as the results are
tabulated.
Q: When will KCPL proceed with its appeal of the District
Court ruling?
A: While KCPL plans to appeal the decision requiring
approval from two-thirds of outstanding shares, it has
not yet been determined when that appeal will be filed.
KCPL may decide to file an appeal after the preliminary
voting results are in or wait for the certified count.
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WHAT DID THE SHAREHOLDERS HAVE TO SAY?
The following are comments from a few of the
shareholders who attended the Shareholder Meeting.
"I think the KCPL/UtiliCorp merger is the way to go. I
don't think Western manages their company very well, and if
they are successful in their hostile takeover, I will sell
my stock as soon as they take over."
Rosemary Atkins
"I think a merger with UtiliCorp would be good because each
company has some things the other one needs. KCPL shouldn't
have to merge with a company they don't want to merge with."
Nola Bargar
"Even though I have stock with KCPL and UtiliCorp, I first
voted against the merger. But then I changed my mind and
decided to vote for it. I think long-term, and maybe even
short-term, it is a better fit financially."
Robert Ferm
"I have been a stockholder for about 16 years and I have
been extremely satisfied. I sell when the stock is high and
buy when it's low, and KCPL has made me a lot of money."
Harry Hess
"I have stock in all three companies, and I have made money
with UtiliCorp and KCPL. I think the management at both
companies are fantastic, and I think this would be a great
merger. I have been very happy with everything they have done
for me."
Joe Posner
"We have always supported KCPL and they have always been
good to us."
Ray & Louise McLane
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UTILICORP SHAREHOLDERS OVERWHELMINGLY APPROVE KCPL MERGER
By an overwhelming majority, UtiliCorp shareholders
expressed their desire to complete the proposed merger with
KCPL. Of the shares voted, approximately 94 percent voted in
favor of the merger, with only 4.05 percent opposed.
"We believe that this merger is right," UCU Chairman
Rick Green said. "This is the way to give shareholders value
they will not be able to get any other way.
"Drue Jennings and I got together because we saw that
both of our strategies would be accelerated if we combine.
We greatly appreciate the commitment KCPL's board and
management have had in what is a shared vision.
"As we move ahead with our merger with Kansas City
Power & Light, we intend to continue a platform of growth
and a platform of increasing shareholder value. It is very
clear to us that we can and we have created a vision. But we
cannot accomplish that vision without shareholder support
and involvement."
All told, 77 percent of UCU's outstanding shares were
voted in favor of the merger. "The level of interest and
informed participation among our shareholders is strong and
encouraging, representing an enthusiastic partnership and a
resounding endorsement of our plans for future growth,"
Green said.
