_____________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
Amendment No. 13 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 60 Advertisement appearing in newspapers
commencing July 25, 1996.
Exhibit 61 Letter to KCPL shareholders distributed
commencing July 25, 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 25, 1996
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
__________ ___________________________________________________ ____
Exhibit 60 Advertisement appearing in newspapers commencing
July 25, 1996.
Exhibit 61 Letter to KCPL shareholders distributed commencing
July 25, 1996.
<PAGE>
[Advertisement appearing in newspapers commencing July 25, 1996]
Exhibit 60
To [KCPL logo] Shareholders:
KCPL'S RECORD OF CREATING VALUE
IS SUPERIOR TO WESTERN'S
In choosing between the KCPL/UtiliCorp merger and Western
Resources' proposal to exchange its shares for your KCPL shares,
WE ASK THAT YOU EXAMINE THE RECORD and decide who can be trusted
to provide the greatest value for you.
KCPL VS. WESTERN
TOTAL RETURNS FOR SHAREHOLDERS
[chart]
LONG-TERM VALUE SHORT-TERM VALUE
8-Year Total 2-Year Total
Returns (1)(2) Returns (1)(3)
KCPL - 230% KCPL - 30%
Western Resources - 148% Western Resources - 9%
A combined KCPL/UtiliCorp can continue the record of creating
superior shareholder value.
We are convinced the UtiliCorp merger will increase earnings per
share, reduce investment risk and position the new company for
growth in revenue, income and share value -- increasing your
annual dividend by more than 18%.
_________________________________________________________________
WE STRONGLY URGE YOU TO VOTE "FOR" THE KCPL/UTILICORP MERGER
TODAY ON THE WHITE PROXY CARD. A FAILURE TO APPROVE THE
KCPL/UTILICORP MERGER WOULD DEPRIVE YOU OF ITS MANY BENEFITS,
WITH NO ASSURANCE THAT WESTERN'S OFFER -- WHICH HAS BEEN
UNANIMOUSLY REJECTED BY YOUR BOARD -- WOULD EVER BE COMPLETED.
_________________________________________________________________
If you have any questions or need assistance in completing the
WHITE proxy card, please call KCPL Investor Relations, toll free,
at 1-800-245-5275 or our proxy solicitor, D. F. King & Co., Inc.,
toll free, at 1-800-714-3312.
KANSAS CITY POWER & LIGHT COMPANY
July 25, 1996
____________
(1) Total return is measured by stock price appreciation,
assuming reinvestment of dividends.
(2) From May 1, 1988 (the date Drue Jennings became chief
executive officer of KCPL) to January 19, 1996 (the date the
KCPL/UtiliCorp merger agreement was signed).
(3) The two-year period ended December 31, 1995.
<PAGE>
[Letter to KCPL shareholders distributed commencing July 25, 1996]
Exhibit 61
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 enclosed 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.
