_____________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
Amendment No. 24 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
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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 92 Advertisements appearing in newspapers commencing
August 8, 1996.
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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 8, 1996
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EXHIBIT INDEX
Exhibit No. Description Page
__________ ____________________________________________ ____
Exhibit 92 Advertisements appearing in newspapers
commencing August 8, 1996
<PAGE>
Exhibit 92
[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
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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
