_____________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
Amendment No. 14 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 62 Advertisement appearing in newspapers
commencing July 26, 1996.
Exhibit 63 Letter to a KCPL shareholder dated
July 26, 1996.
Exhibit 64 Press release issued by KCPL on July 26,
1996.
Exhibit 65 Press release issued by the Kansas
Corporation Commission on July 26, 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: July 26, 1996
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
__________ ______________________________________________ ____
Exhibit 62 Advertisement appearing in newspapers
commencing July 26, 1996.
Exhibit 63 Letter to a KCPL shareholder dated July 26,
1996.
Exhibit 64 Press release issued by KCPL on July 26, 1996.
Exhibit 65 Press release issued by the Kansas Corporation
Commission on July 26, 1996.
<PAGE>
[Advertisement appearing in newspapers commencing July 26, 1996]
Exhibit 62
AN OPEN LETTER TO KCPL SHAREHOLDERS:
July 25, 1996
Dear Shareholder:
With KCPL's August 7 Special Meeting of Shareholders now less
than two weeks away, we are writing to urge you to send in your
WHITE proxy card and vote FOR the KCPL/UtiliCorp merger if you
have not already done so. It is very important that your vote be
counted at the Meeting.
IN THESE FINAL DAYS, WE WOULD HAVE EXPECTED WESTERN RESOURCES TO
TRY TO ADDRESS THE ISSUES THAT WE HAVE FOUND TO BE OF GREATEST
CONCERN TO OUR SHAREHOLDERS -- the impact of Western's rate case
before the Kansas Corporation Commission and its potential effect
on Western's revenues and earnings, the long-term value of
Western's stock and Western's ability to pay dividends at its
promised rate.
INSTEAD, WESTERN HAS CHOSEN TO PURSUE A CAMPAIGN OF EMOTIONALLY-
CHARGED AND PERSONAL ATTACKS AGAINST ME, OUR BOARD AND
MANAGEMENT. In recent letters to KCPL shareholders and in full-
page paid advertisements, Western has inaccurately and unfairly
predicted levels of compensation for me and other members of
management following our KCPL/UtiliCorp merger, and has charged
falsely that this has improperly influenced our evaluations of
the Western offer.
BOTH CHARGES ARE UNTRUE AND MISLEADING, AND WESTERN KNOWS IT.
First, as to the assertion that I will be leaving the Company
following the KCPL/UtiliCorp merger, let me assure you, I intend
to be at a combined KCPL/UtiliCorp for years to come.
In addition, you should know that in a letter dated April 14,
1996, JOHN HAYES, WESTERN'S CHAIRMAN, ASSURED ME THAT I WOULD
HAVE THE SAME POSITION AND COMPENSATION ARRANGEMENTS WITH WESTERN
AS I WOULD HAVE FOLLOWING THE UTILICORP MERGER. This was
something that John Hayes wanted me to know; but apparently it is
not something he has chosen to include in his communications to
you. KCPL'S OPPOSITION TO WESTERN'S OFFER HAS ABSOLUTELY NOTHING
TO DO WITH MANAGEMENT COMPENSATION. IT IS BASED ON OUR
UNSHAKABLE BELIEF THAT THE UTILICORP MERGER WILL PROVIDE SUPERIOR
VALUE TO KCPL SHAREHOLDERS.
YOUR BOARD IS CONVINCED THE KCPL/UTILICORP MERGER WILL INCREASE
EARNINGS PER SHARE, REDUCE INVESTMENT RISK AND POSITION YOUR
COMPANY TO BE A FORMIDABLE COMPETITOR IN BOTH ITS SERVICE
TERRITORY AND THE WORLDWIDE ENERGY MARKET.
Looking back on my eight years as KCPL's Chief Executive Officer,
I think KCPL's Board and management can be proud of their
accomplishments. From May 1, 1988 until the KCPL/UtiliCorp
merger agreement was signed on January 19, 1996, KCPL's total
return to shareholders* was 230%. WITH YOUR SUPPORT, WE BELIEVE
THAT A COMBINED KCPL/UTILICORP CAN CONTINUE THIS RECORD OF
CREATING SUPERIOR SHAREHOLDER VALUE. By contrast, Western's
total return to shareholders* during this same period was only
148%.
Again, I strongly urge you to vote FOR the KCPL/UtiliCorp merger
on the WHITE proxy card. If you have any questions or need
assistance in voting your shares, please call KCPL Investor
Relations at 800-245-5275 or our proxy solicitor, D.F. King &
Co., Inc., at 800-714-3312.
Thank you for your continued consideration and support.
Sincerely,
/s/Drue Jennings
_____________________________
*Total return is measured by stock price appreciation, assuming
reinvestment of dividends.
KANSAS CITY POWER & LIGHT COMPANY
July 26, 1996
IF YOU HAVE ANY QUESTIONS OR NEED ASSISTANCE IN VOTING YOUR
SHARES, PLEASE CALL KCPL INVESTOR RELATIONS AT 1-800-245-5275 OR
OUR PROXY SOLICITOR, D. F. KING & CO., INC., AT 1-800-714-3312.
<PAGE>
[Letter to a KCPL Shareholder]
Exhibit 63
July 26, 1996
[Addressee]
Dear [Addressee]:
Drue Jennings asked that I drop you a note of apology
for the unfortunate and unintended impression our letter of
June 19, 1996, left with you. As you know, the last
impression we want to leave is the very one you had and we
apologize. Our hope is that you will reconsider your vote.
To the point in your letter, the facts of the merger
are pretty clear to us: Western's advertised $31 price for
a share of stock in their company in exchange for your
shares of KCPL is not supported by the facts: When one
considers a pending cost of service electric case in
Kansas of as much as $105 million; and what we believe are
overstated synergies by as much as one-third in 1998, the
first full year of operation of a proposed combination with
us and, the unrealistic retention rates in their synergy
analysis of 70% from a merger with us, we conclude that
their future stock price isn't supportable by the facts and
the dividend they propose isn't either.
Consider by contrast our proposed merger with
UtiliCorp and you find operational synergies, growth
enhancements and dividend rates disclosed and substantiated
in our Proxy Statement of June 26, 1996, that we believe
are achievable and sustainable. The long-term growth
potential of our proposed merger with UtiliCorp will begin
earning for you from the day of closing forward, which
given our current schedule, is under one year away.
Further, we believe our dividend of $1.85 is sustainable
and has growth potential as well.
Again, we apologize for the offense, but hope that we
can regain a measure of confidence in your mind to the
extent that you will reconsider your vote. A vote for the
KCPL/UtiliCorp merger is a vote for long-term growth in the
value of your shares in our company. I have enclosed a
white proxy card and envelope for your convenience.
Best regards,
Sincerely,
/s/Turner White
Senior Vice President
Retail Services
/jmh
Enclosure
<PAGE>
[KCPL Press Release]
Exhibit 64
FOR IMMEDIATE RELEASE
Media Contacts: Investor Contact:
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 CONCERNS ABOUT WESTERN RESOURCES' FINANCES
HEIGHTENED BY WESTERN'S PROPOSED SETTLEMENT
WITH KCC STAFF
KANSAS CITY, MISSOURI (July 26, 1996) -- Kansas City Power &
Light Company (NYSE:KLT) today in response to Western Resources'
announcement of its proposed settlement with the Staff of the
Kansas Corporation Commission made the following statement.
Drue Jennings, Chairman of the Board, President and Chief
Executive Officer of KCPL said, "Based on the Kansas
Corporation Commission Staff's press release, we see this
proposed settlement as a major setback for Western and
confirms what we have been telling KCPL shareholders. This
establishes a minimum level of over $300 million of revenue
reductions that Western faces over the next five years in
its pending rate case. With this proposed settlement it is
now clear to KCPL that Western faces serious financial
challenges that could negatively impact upon its stock price
and ability to pay dividends at its promised rate.
"As Western has acknowledged, any final rate settlement will
be made with the Kansas Corporation Commission, not the
Staff, and it is possible that Western could face even
further revenue reductions. There are still significant
intervenors to be heard in this case including industrial
customers and the City of Wichita. Wichita faces rates that
are some 40% higher than Topeka. In addition, Western still
has failed to address KCPL's serious concerns that Western's
merger-related savings are inflated by as much as $518
million compounded by Western's unrealistic assumption of
claiming 70% of its merger savings for shareholders.
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.
# # #
<PAGE>
[KCC Press Release]
Exhibit 65
July 26, 1996/For Immediate Release Release No. 96-22
Docket No. 193,306-U
193,307-U
KCC UTILITIES DIVISION STAFF AGREES TO STIPULATION REDUCING
WESTERN RESOURCES' ELECTRIC RATES BY $64.7 MILLION
TOPEKA - The Kansas Corporation Commission's Utilities
Division staff has entered into a stipulation and agreement,
which if approved by the three-member Commission, would
reduce Western Resources' electric rates by $64.7 million.
The stipulation was agreed to by KCC Utilities Division
staff and Western Resources.
Under the stipulation, rates for KGE customers will be
reduced by $46 million, with an additional $10 million
reduction on January 1, 1998. Electric rates for KPL
customers will be reduced by $8.7 million. Over the next
five years, customers will receive additional accumulated
rate reductions of $180 million over those proposed by
Western Resources.
In addition, a five-year incentive mechanism will be
established. Under the incentive mechanism all regulated
annual earnings in excess of a 12 percent ROE (return on
equity) will be split 50/50 between customers and
shareholders. The customers' share of any incentive savings
will be issued in an annual rebate to KGE customers. The
ROE is the amount of money a company has the opportunity to
earn on its common equity provided by stockholders.
The stipulation and associated reduced rates will
remain in place for five years. This moratorium would be
subject to any changes in the law or events having a
substantial influence on the company's operations, including
any future mergers.
In August 1995, Western Resources filed an application
requesting an electric rate reduction of $8.7 million per
year for seven years, resulting in an accumulated rate
reduction of $61 million by the end of the seventh year for
KGE customers. The proposed rate reduction was tied to a
request to accelerate the depreciation of the Wolf Creek
Generating Station by $50 million per year for seven years.
No change in electric rates was proposed for KPL customers.
In November 1991, the KCC froze both KPL and KGE
electric rates until August 1995, as a condition of the
agreement approving the merger of KPL and KGE.
Western Resources, through its KPL and KGE operating
companies, provides electric service to approximately
600,000 customers in eastern and central Kansas.
-kcc-
