_____________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
Amendment No. 42 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 117 Memorandum distributed by KCPL to analysts on
October 2, 1996.
Exhibit 118 Press release issued by KCPL on October 2, 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: October 2, 1996
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
__________ _______________________________________________ ____
Exhibit 117 Memorandum distributed by KCPL to analysts on
October 2, 1996.
Exhibit 118 Press release issued by KCPL on October 2, 1996.
Exhibit 117
October 2, 1996
TO: Analysts and Financial Community
FROM: John DeStefano, Chief Financial Officer
RE: Kansas Corporation Commission intervenes and protests
Western Resources' FERC filing to merge with Kansas
City Power & Light
The Kansas Corporation Commission (KCC), Western Resources'
primary regulatory agency, has echoed KCPL's concerns regarding a
merger with Western. In a September 30, 1996 filing with the
Federal Energy Regulatory Commission (FERC), the KCC exhibited
skepticism about Western's prospects for success.
The detailed filing included several substantive reasons for the
KCC's intervention and protest:
- - There has been no shareholder approval of a Western merger.
- - The KCC questions Western's cost savings estimates and
merger benefits.
- - Western needs to prove the benefits/cost savings of joint
dispatch, load diversity and fuel procurement can be achieved
only through a merger with KCPL.
THERE HAS BEEN NO SHAREHOLDER APPROVAL OF A WESTERN MERGER.
"The absence of shareholder approval in this case makes all
assertions about this merger speculative."
" The public is not served by using scarce regulatory
resources this way."
" What...Western presents is a merger theory, not a merger plan."
THE KCC QUESTIONS WESTERN'S COST SAVINGS ESTIMATES AND MERGER
BENEFITS
"[Western's synergy consultant's] assertions are too general
to be accepted at face value. [His] assertions of cost
reductions are not the product of an internal corporate
plan...no such plan exists."
"The numbers on savings appear to be based on [Western's
synergy consultant's] standard model. Whether the results
of that model can be implemented in practice is unknown...."
WESTERN NEEDS TO PROVE THE BENEFITS/COST SAVINGS OF JOINT
DISPATCH, LOAD DIVERSITY AND FUEL PROCUREMENT CAN BE ACHIEVED
ONLY THROUGH A MERGER WITH KCPL.
Western has indicated it could reduce coal costs by
utilizing some of KCPL's fuel procurement capabilities.
"The improvement should not be attributed to the merger if
it is a matter of management improvement."
"If there are savings available from joint dispatch, KCPL
and Western ... should be achieving them without a merger.
"The benefits of load diversity can be achieved in a variety
of ways .... [Western] describes only that method which is
consistent with the company's strategic objective: merging
with KCPL."
SUMMARY
The KCC has reiterated KCPL's concerns regarding a
Western/KCPL combination. KCPL questions Western's assumptions
about cost-savings and believes Western could achieve many of its
purported merger savings on its own. We also believe Western has
several serious financial and operational issues that must be
addressed. These issues continue to undermine Western's ability
to deliver its promised dividend or share price to KCPL's
shareholders.
KCPL strongly recommends that shareholders do not tender
shares to Western. 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.
<PAGE>
Exhibit 118
[Text of press release issued by KCPL on October 2, 1996]
FOR IMMEDIATE RELEASE
Media Contacts: Investor Contact:
Pam Levetzow David Myers
816 / 556-2926 816 / 556-2312
Phyllis Desbien
816 / 556-2903
Joel Frank/Dan Katcher
Abernathy MacGregor Group
212 / 371-5999
KCC ECHOES KCPL'S CONCERNS WITH A WESTERN MERGER
KANSAS CITY, MISSOURI (OCTOBER 2, 1996) -- The Kansas Corporation
Commission (KCC), Western Resources' primary regulatory agency,
has echoed KCPL's concerns regarding a merger with Western.
In a September 30, 1996 filing with the Federal Energy Regulatory
Commission (FERC), the KCC exhibited skepticism about Western's
prospects for success.
In a letter to analysts and the financial community, KCPL
summarized several substantive reasons for the KCC's intervention
and protest:
- - THERE HAS BEEN NO SHAREHOLDER APPROVAL OF A WESTERN MERGER.
"The absence of shareholder approval in this case makes all
assertions about this merger speculative."
- - THE KCC QUESTIONS WESTERN'S COST SAVINGS ESTIMATES AND
MERGER BENEFITS.
"The numbers on savings appear to be based on [Western's
synergy consultant's] standard model. Whether the results of
that model can be implemented in practice is unknown...."
- - WESTERN NEEDS TO PROVE THE BENEFITS/COST SAVINGS OF JOINT
DISPATCH, LOAD DIVERSITY AND FUEL PROCUREMENT CAN BE ACHIEVED
ONLY THROUGH A MERGER WITH KCPL.
The KCC has reiterated KCPL's concerns regarding a
Western/KCPL combination. KCPL questions Western's assumptions
about cost-savings and believes Western could achieve many of its
purported merger savings on its own. We also believe Western has
several serious financial and operational issues that must be
addressed. These issues continue to undermine Western's ability
to deliver its promised dividend or share price to KCPL's
shareholders.
KCPL strongly recommends that shareholders do not tender
shares to Western. 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.
