_____________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
Amendment No. 45 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 Exhibits are filed herewith:
Exhibit 123 Informational brochure distributed to KCPL
shareholders commencing on or about October 14,
1996.
Exhibit 124 Excerpt from employee newsletter distributed
October 15, 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: October 15, 1996
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EXHIBIT INDEX
Exhibit No. Description Page
___________ _______________________________________________ ____
Exhibit 123 Informational brochure distributed to KCPL
shareholders commencing on or about October 14,
1996.
Exhibit 124 Excerpt from employee newsletter distributed
October 15, 1996.
<PAGE>
Exhibit 123
KCPL'S
ANSWERS TO
YOUR QUESTIONS
ABOUT THE
TENDER OFFER
<PAGE>
Many of our shareholders have had questions about Western
Resources' hostile takeover efforts.
To assist you in understanding the issues regarding your KCPL
stock, we have developed this Questions and Answers pamphlet.
Please call KCPL Shareholder Relations at 1-800-245-5275. We
will be happy to assist you.
<PAGE>
Q: CAN KCPL MERGE WITH UTILICORP UNITED?
A. No. The shareholder vote fell slightly short of a majority.
Of the 81% of the shares voted, 47% favored the merger. As a
result, the merger agreement with UtiliCorp has been terminated.
Q: DOES THIS MEAN KCPL WILL HAVE TO MERGE WITH WESTERN
RESOURCES?
A. No. The shareholder vote was only to approve a merger with
UtiliCorp. Western's involvement with the vote was simply to
block the proposed merger with UtiliCorp. Western Resources is
attempting a hostile takeover of KCPL through a separate stock
tender process.
Q: WHAT IS A STOCK TENDER PROCESS?
A. It is a process sometimes used by companies in an attempt to
take over a company when the target Board of Directors has
rejected an offer to merge. Western's hostile takeover attempt
bypasses the Board of Directors and solicits shares directly from
shareholders. Western has extended its tender offer once and the
current offer is set to expire October 25, 1996. Western could
extend the tender offer indefinitely, however.
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Q: WHAT ARE THE CONDITIONS OF THE TENDER FOR WESTERN TO
EXCHANGE THE SHARES?
A. There are several conditions required to conclude this
hostile takeover. These include:
NINETY PERCENT of all shares must be tendered before a
SINGLE SHARE EXCHANGE can take place. This is virtually
impossible to obtain.
Western would have to receive ALL STATE AND FEDERAL
REGULATORY APPROVALS, which could take 18 months or more
once the agency accepts the initial filing. In this
connection, the Kansas Corporation Commission (KCC) has
ruled a merger filing will not be considered until an
approved shareholder agreement exists. In addition, the KCC
recommended the Federal Energy Regulatory Commission (FERC)
defer action on Western's proposed merger filing until the
KCC and the Missouri Public Service Commission (MPSC) accept
the filing.
SHAREHOLDER APPROVAL must be obtained from Western
shareholders, which has yet to occur or even be scheduled.
<PAGE>
Q: IF I TENDER MY STOCK TO WESTERN, WHAT DOES THIS MEAN?
A. It means you turn over the physical custody of your KCPL
shares to Western. However, Western cannot exchange your KCPL
shares for Western shares until all conditions of its tender
offer are met. WESTERN REPORTED 2% OF THE TOTAL OUTSTANDING
SHARES HAD BEEN TENDERED AS OF SEPTEMBER, 1996, WHICH REPRESENTS
THE RESULTS OF THREE MONTHS OF ITS TENDERING PROCESS.
Q: IF I TENDER MY SHARE CERTIFICATE, CAN I SELL MY SHARES?
A. No. You need your certificate to sell your shares.
Q: IF I HAVE ALREADY TENDERED MY SHARES, CAN I WITHDRAW MY
SHARES?
A. Yes. You can withdraw your shares at any time prior to the
expiration of the tender offer, which is currently set to expire
October 25, 1996. Contact KCPL Investor Relations
(1-800-245-5275) or your broker for assistance.
Q. WHAT IF LESS THAN 90% OF KCPL SHARES ARE TENDERED?
A. As Western's tender offer is currently structured, Western
cannot exchange your KCPL shares for Western shares.
<PAGE>
Q. WHAT COULD WESTERN TRY NEXT IF ITS TENDER FAILS?
A. Western may attempt to solicit proxies for the next KCPL
shareholder meeting in the spring seeking to elect board members
that would favor a Western merger. If Western were successful in
electing members to KCPL's board, a special shareholder meeting
would have to be held and approval from two-thirds of all KCPL
shares outstanding would be required before any merger could take
place. Approval of Western's shareholders and all regulatory
approvals also would be required.
Q. IN THE UNLIKELY EVENT WESTERN GAINS CONTROL OF THE KCPL
BOARD AND SHAREHOLDERS APPROVE A MERGER, WHAT IS THE EARLIEST I
WOULD RECEIVE WESTERN STOCK?
A. Based on past experience, regulatory approvals could take a
year or more after the shareholder vote. IT COULD BE 1998 OR
BEYOND BEFORE KCPL SHAREHOLDERS RECEIVE ANY WESTERN STOCK.
Q. WILL I RECEIVE $31 IN CASH FROM WESTERN?
A. No. You would receive Western stock in exchange for your
KCPL stock. The value you receive could be less than $31 if
Western's average stock price is below $28.18 over a 20 day
period preceding a merger. The day before we announced the proposed
<PAGE>
merger with UtiliCorp, January 19, 1996, Western's stock
price was $34.625. Western's stock price as of October 3, 1996
was $28.750 which is a decrease of $5.875, or - 17%.
Q: WHAT DOES KCPL ADVISE ME TO DO?
A. KCPL's Board advises you to not tender your shares. While
the Board is reviewing all its options, KCPL is proceeding with
the implementation of its strategic business plan to continue
building revenue, income and share value.
Over the past 10 years, through ownership of KCPL stock,
shareholders have received one of the highest total returns in
the electric utility industry. KCPL's Board and management are
confident this impressive record will continue.
Q: WHY ARE SOME BROKERS RECOMMENDING THEIR CLIENTS TENDER KCPL
SHARES?
A: As you can appreciate, your broker has been bombarded with
information from Western Resources, some of which we believe is
misleading. Without all of the relevant facts, your broker may
be led to the wrong conclusion. KCPL plans to meet with many
brokers and financial advisors over the next several weeks to
provide them with accurate information on KCPL's strategic plan
to further enhance shareholder value. Also, Western is now
offering payment to brokers to solicit your shares. While we do
not believe your broker will be influenced by this fee, you need
to be aware of the measures being taken to get you to tender your
shares.
<PAGE>
Kansas City Power & Light Co. First Class
P.O. Box 418679 U.S. Postage
Kansas City, MO 64141-9679 Paid
Kansas City, MO
Permit No. 754
PRE SORTED
KCPL Investor Relations
1-800-245-5275
<PAGE>
Exhibit 124
KCC PROTESTS WESTERN RESOURCES' PROPOSED MERGER WITH KCPL;
REJECTS WESTERN'S RATE SETTLEMENT
In separate actions the week of Sept. 30, the Kansas
Corporation Commission (KCC) declared that regulatory review
at this time of Western Resources' hostile offer for KCPL
would be a waste of "scarce regulatory resources" and
rejected Western's proposed retail rate settlement as "not
reasonable."
"The Commission's concerns echo those that KCPL has
repeatedly expressed about Western's ability to deliver its
purported dividend or share price to our shareholders," said
Drue Jennings, KCPL's chairman of the board and president.
In a protest filed before the Federal Energy Regulatory
Commission (FERC) on Sept. 30, the KCC asked federal
regulators not to take action on Western Resources' proposed
merger application with KCPL until the states have acted in
the case. "The absence of shareholder approval in this case
makes all assertions about this merger speculative,"
according to the protest.
The Kansas Commission, Western's major state regulatory
agency, criticized Western's filed case with FERC. "The
absence of information on what KCPL shareholders would
accept makes this merger proceeding a theoretical exercise.
The public is not served by using scarce regulatory
resources this way," the Kansas Commission wrote.
"Many of the assertions made by the KCC are the very
ones we raised prior to our shareholder vote on the merger
with UtiliCorp," Jennings said. "There are significant
hurdles and conditions for Western to overcome in its
unsolicited bid for us. This protest by the KCC is evidence
of one of several major challenges Western faces. The
message to KCPL shareholders is clear: There is no need or
urgency to tender into Western's offer."
In a separate action, the KCC rejected Western's rate
settlement with the Commission staff and other intervenors,
calling the proposed rate reduction of $65 million
unreasonable. However, the Commission authorized Western to
resubmit by Oct. 8, 1996, a revised settlement agreement for
the Commission's consideration with a range of potential
rate reductions from $71.5 million to $97 million that the
Commission said "this record [of the case], taken as a
whole, could support."
