SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 240.14a-11(c) or Rule
240.14a-12
KANSAS CITY POWER & LIGHT COMPANY
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction
applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[X] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
####
<PAGE>
[Advertisements appearing in newspapers commencing August 8,
1996]
ATTENTION [KCPL logo] SHAREHOLDERS:
WESTERN RESOURCES' HOSTILE OFFER
DOESN'T ADD UP TO VALUE
- - We have carefully reviewed the terms of Western's
proposed rate reduction settlement, and we believe it
WILL IMPACT WESTERN'S FUTURE EARNINGS.
- - Western's proposed rate settlement results in the loss
of more than $300 million in revenue. We believe this
will impact on Western's ability to pay dividends at its
promised rate. Western would be required to use in 1998
MORE THAN 90% OF ITS EARNINGS TO COVER DIVIDEND
PAYMENTS.
- - After all these months, Western still has not provided
KCPL shareholders with an effective response to our very
real concerns about Western's OVERSTATED MERGER-RELATED
SAVINGS ASSUMPTIONS.
There is NO ASSURANCE that Western's hostile exchange offer --
which has been unanimously rejected by your Board -- will
EVER BE COMPLETED.
THE KCPL/UTILICORP MERGER IS:
[X] BOARD APPROVED
[X] EMPLOYEE SUPPORTED
[X] COMMUNITY BACKED
A FAILURE to approve the KCPL/UtiliCorp merger would DEPRIVE
you of its potential for growth in revenue, income and share
value -- along with a dividend increase to $1.85 per share.
_____________________________________________________________________
The Special Meeting of Shareholders Will Be Held on August 16, 1996.
VOTE "FOR" THE KCPL/UTILICORP MERGER TODAY
ON THE WHITE PROXY CARD.
_____________________________________________________________________
IF YOU HAVE ANY QUESTIONS OR NEED ASSISTANCE IN VOTING YOUR
KCPL SHARES, CALL KCPL INVESTOR RELATIONS AT 1-800-245-5275
OR D. F. KING & CO., INC., TOLL FREE, AT 1-800-714-3312.
August 8, 1996 KANSAS CITY POWER & LIGHT COMPANY
<PAGE>
TO KCPL SHAREHOLDERS
IF YOU CUT THROUGH ALL THE RHETORIC,
IT REALLY COMES DOWN TO
TRUST
COMMITMENT
SUPPORT
VALUE
KCPL and UtiliCorp, with a combined 193 years of delivering
returns to shareholders, proven reliability for customers,
rewarding careers for employees and dedicated support for
community, ask you to help us create a global energy leader
right here in Kansas City.
Vote FOR the KCPL merger with UtiliCorp on the WHITE proxy
card.
_____________________________________________________________
If you have any questions about the merger or need assistance
completing the white proxy card, please call KCPL Investor
Relations toll free at 1-800-245-5275.
[KCPL logo]
The Energy Behind Your Ideas
August 8, 1996
